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0001552033false00015520332023-07-252023-07-25

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): July 25, 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 July 25, 2023, TransUnion (the “Company”) issued a press release announcing results for the quarter ended June 30, 2023. 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 July 25, 2023, management reviewed a slide presentation during the Company’s fiscal 2023 second 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 July 25, 2023, announcing results for the quarter ended June 30, 2023.
Earnings call presentation materials for the quarter ended June 30, 2023.
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: July 25, 2023 By: /s/ Todd M. Cello
Name: Todd M. Cello
Title: Executive Vice President, Chief Financial Officer

EX-99.1 2 exhibit99106302023.htm EX-99.1 Document
Exhibit 99.1
tulogoa30.gif
News Release
TransUnion Announces Second Quarter 2023 Results
•Delivered strong financial performance in the second quarter
•Grew revenues by 2 percent, or 3 percent constant currency, driven by strength in International
•Prepaid $75 million in debt in the quarter and intend to make additional prepayments throughout the year
•Maintaining 2023 full-year guidance
CHICAGO, July 25, 2023 - TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter ended June 30, 2023.
Second Quarter 2023 Results
Revenue:
•Total revenue for the quarter was $968 million, an increase of 2 percent (3 percent on a constant currency basis), compared with the second quarter of 2022.
Earnings:
•Net income attributable to TransUnion was $54 million for the quarter, compared with $96 million for the second quarter of 2022. Diluted earnings per share was $0.28, compared with $0.49 in the second quarter of 2022. Net income attributable to TransUnion margin was 5.6 percent, compared with 10.1 percent in the second quarter of 2022.
•Adjusted Net Income was $166 million for the quarter, compared with $190 million for the second quarter of 2022. Adjusted Diluted Earnings per Share was $0.86, compared with $0.98 in the second quarter of 2022.
•Adjusted EBITDA was $339 million for the quarter, a decrease of 3 percent (2 percent on a constant currency basis), compared with the second quarter of 2022. Adjusted EBITDA margin was 35.0 percent, compared with 36.9 percent in the second quarter of 2022.
“TransUnion delivered another solid quarter,” said Chris Cartwright, President and CEO. “We continue to execute against our growth strategy, benefiting from our innovative and increasingly diversified solution suite, accelerating growth from Neustar and particularly strong results in our International business led by India, Asia Pacific and Canada.”
“In the quarter, we announced a strategic partnership and minority investment in Truework to deliver the next generation of income and employment solutions to our customers. Additionally, we prepaid $75 million in debt, bringing our year-to-date total to $150 million, underlying our commitment to further deleveraging.”
“As we look to the second half of the year, we expect to deliver improving results with accelerating revenue and earnings growth. We are maintaining our 2023 full-year guidance to account for continued market uncertainty.”
Second Quarter 2023 Segment Results
U.S. Markets:
U.S. Markets revenue was $642 million, an increase of 1 percent compared with the second quarter of 2022.
•Financial Services revenue was $332 million, an increase of less than 1 percent compared with the second quarter of 2022.
•Emerging Verticals revenue was $310 million, an increase of 3 percent compared with the second quarter of 2022.
Adjusted EBITDA was $222 million, a decrease of 5 percent compared with the second quarter of 2022.
International:
International revenue was $202 million, an increase of 8 percent (13 percent on a constant currency basis) compared with the second quarter of 2022.



•Canada revenue was $35 million, an increase of 6 percent (11 percent on a constant currency basis) compared with the second quarter of 2022.
•Latin America revenue was $30 million, an increase of 1 percent (5 percent on a constant currency basis) compared with the second quarter of 2022.
•United Kingdom revenue was $49 million, a decrease of 1 percent (1 percent on a constant currency basis) compared with the second quarter of 2022.
•Africa revenue was $14 million, a decrease of 7 percent (an increase of 10 percent on a constant currency basis) compared with the second quarter of 2022.
•India revenue was $51 million, an increase of 27 percent (35 percent on a constant currency basis) compared with the second quarter of 2022.
•Asia Pacific revenue was $22 million, an increase of 18 percent (20 percent on a constant currency basis) compared with the second quarter of 2022.
Adjusted EBITDA was $85 million, an increase of 5 percent (10 percent on a constant currency basis) compared with the second quarter of 2022.
Consumer Interactive:
Consumer Interactive revenue was $144 million, a decrease of 2 percent compared with the second quarter of 2022.
Adjusted EBITDA was $68 million, a decrease of less than 1 percent compared with the second quarter of 2022.
Liquidity and Capital Resources
Cash and cash equivalents were $442 million at June 30, 2023 and $585 million at December 31, 2022, of which $277 million and $303 million was held outside the United States in each respective period. For the six months ended June 30, 2022, we prepaid $150 million of debt, funded from our cash-on-hand.
For the six months ended June 30, 2023, cash provided by operating activities of continuing operations was $293 million, compared with cash used in operating activities of continuing operations of $115 million in 2022. The increase in cash provided by continuing operations was due primarily to prior year taxes paid on the gain from the divestiture of our Healthcare business and lower bonus and commission payments in the current year, partially offset by an increase in interest expense. For the six months ended June 30, 2023, cash used in investing activities of continuing operations was $186 million, compared with $676 million in 2022. The decrease in cash used in investing activities of continuing operations was due primarily to the acquisition of Argus in the prior year. Capital expenditures were $144 million, compared with $121 million in 2022. For the six months ended June 30, 2023, cash used in financing activities of continuing operations was $254 million, compared with $522 million in 2022. The decrease in cash used in financing activities of continuing operations was due primarily to a decrease in debt prepayments and cash used to pay employee taxes on restricted stock units.
Revision of Previously Issued Financial Statements
During the second quarter of 2023, the Company identified an error in the classification of employee costs related to certain of our recent acquisitions between cost of services and selling, general and administrative in the Consolidated Statements of Income impacting the 2022 quarterly and annual financial statements, and quarterly financial statements for the three months ended March 31, 2023. The error resulted in the understatement of cost of services and the overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. The Company evaluated the error and determined that the related impact was not material to the Consolidated Statements of Income for any prior period. The Company has revised the previously issued Consolidated Statements of Income for the three and six months ended 2022 to correct for such error and these revisions are reflected in the Consolidated Statements of Income. A summary of the revision on the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Income is shown on Schedule 8, “Revision of Previously Issued Financial Statements.”
Third 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   September 30, 2023 Twelve Months Ended   December 31, 2023
(in millions, except per share data) Low High Low High
Revenue, as reported $ 973  $ 988  $ 3,825  $ 3,885 
Revenue growth1:
As reported % % % %
Constant currency1, 2
% % % %
Organic constant currency1, 3
% % % %
Net income attributable to TransUnion $ 85  $ 92  $ 283  $ 308 
Net income attributable to TransUnion growth % 16  % % 14  %
Net income attributable to TransUnion margin 8.8  % 9.3  % 7.4  % 7.9  %
Diluted Earnings per Share $ 0.44  $ 0.47  $ 1.45  $ 1.58 
Diluted Earnings per Share growth % 16  % % 14  %
Adjusted EBITDA, as reported5
$ 361  $ 370  $ 1,388  $ 1,421 
Adjusted EBITDA growth, as reported4
% % % %
Adjusted EBITDA margin 37.1  % 37.4  % 36.3  % 36.6  %
Adjusted Diluted Earnings per Share5
$ 0.92  $ 0.95  $ 3.49  $ 3.62 
Adjusted Diluted Earnings per Share growth (1) % % (4) % —  %
Additional revenue growth assumptions:
1.The impact of changing foreign currency exchange rates is expected to be insignificant for Q3 2023 and approximately 1 point of headwind for FY 2023.
a.The impact of recent acquisitions is expected to have no impact for Q3 2023 and less than 1 point of benefit for FY 2023.
b.The impact of mortgage is expected to be approximately 1.5 points of benefit for Q3 2023 and 1 point benefit for 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 an insignificant impact for Q3 2023 and approximately 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 Events | TransUnion. 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, 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, 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;
•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 war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine;
•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)
June 30,
2023
December 31,
2022
Assets
Current assets:
Cash and cash equivalents $ 442.0  $ 585.3 
Trade accounts receivable, net of allowance of $12.0 and $11.0 672.8  602.2 
Other current assets 302.5  262.7 
Total current assets 1,417.3  1,450.2 
Property, plant and equipment, net of accumulated depreciation and amortization of $763.4 and $711.3 195.2  218.2 
Goodwill 5,597.3  5,551.4 
Other intangibles, net of accumulated amortization of $2,496.0 and $2,268.6 3,610.1  3,675.5 
Other assets 806.6  771.0 
Total assets $ 11,626.5  $ 11,666.3 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable $ 320.6  $ 250.4 
Short-term debt and current portion of long-term debt 114.6  114.6 
Other current liabilities 500.7  540.5 
Total current liabilities 935.9  905.5 
Long-term debt 5,354.5  5,555.5 
Deferred taxes 699.7  762.0 
Other liabilities 174.4  173.9 
Total liabilities 7,164.5  7,396.9 
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at June 30, 2023 and December 31, 2022, 199.4 million and 198.7 million shares issued at June 30, 2023 and December 31, 2022, respectively, and 193.3 million shares and 192.7 million shares outstanding as of June 30, 2023 and December 31, 2022, respectively 2.0  2.0 
Additional paid-in capital 2,345.3  2,290.3 
Treasury stock at cost; 6.1 million and 6.0 million shares at June 30, 2023 and December 31, 2022, respectively (294.4) (284.5)
Retained earnings 2,511.5  2,446.6 
Accumulated other comprehensive loss (202.6) (284.5)
Total TransUnion stockholders’ equity 4,361.8  4,169.9 
Noncontrolling interests 100.2  99.5 
Total stockholders’ equity 4,462.0  4,269.4 
Total liabilities and stockholders’ equity $ 11,626.5  $ 11,666.3 


                                                
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
(in millions, except per share data)
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2023 2022 2023 2022
Revenue $ 968.0  $ 948.3  $ 1,908.2  $ 1,869.5 
Operating expenses
Cost of services (exclusive of depreciation and amortization below) 365.5  328.9  728.2  650.0 
Selling, general and administrative 314.0  306.3  616.7  642.7 
Depreciation and amortization 130.1  130.6  259.8  259.4 
Total operating expenses 809.6  765.8  1,604.7  1,552.1 
Operating income 158.4  182.5  303.6  317.4 
Non-operating income and (expense)
Interest expense (72.6) (51.9) (144.4) (102.1)
Interest income 4.3  1.2  10.1  1.9 
Earnings from equity method investments 4.9  3.1  8.0  6.1 
Other income and (expense), net (18.3) (6.4) (25.0) (18.2)
Total non-operating income and (expense) (81.7) (54.0) (151.4) (112.2)
Income from continuing operations before income taxes 76.6  128.5  152.2  205.2 
Provision for income taxes (19.3) (29.2) (37.9) (53.5)
Income from continuing operations 57.3  99.3  114.3  151.7 
Discontinued operations, net of tax (0.2) 0.3  (0.2) — 
Net income 57.2  99.6  114.1  151.6 
Less: net income attributable to the noncontrolling interests (3.3) (4.1) (7.6) (7.7)
Net income attributable to TransUnion $ 53.9  $ 95.6  $ 106.5  $ 143.9 
Income from continuing operations $ 57.3  $ 99.3  $ 114.3  $ 151.7 
Less: income from continuing operations attributable to noncontrolling interests (3.3) (4.1) (7.6) (7.7)
Income from continuing operations attributable to TransUnion 54.1  95.3  106.8  143.9 
Discontinued operations, net of tax (0.2) 0.3  (0.2) — 
Net income attributable to TransUnion $ 53.9  $ 95.6  $ 106.5  $ 143.9 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion $ 0.28  $ 0.49  $ 0.55  $ 0.75 
Discontinued operations, net of tax —  —  —  — 
Net Income attributable to TransUnion $ 0.28  $ 0.50  $ 0.55  $ 0.75 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion $ 0.28  $ 0.49  $ 0.55  $ 0.75 
Discontinued operations, net of tax —  —  —  — 
Net Income attributable to TransUnion $ 0.28  $ 0.49  $ 0.55  $ 0.75 
Weighted-average shares outstanding:
Basic 193.2  192.5  192.8  192.3 
Diluted 194.0  193.1  194.0  193.1 
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)
Six Months Ended June 30,
2023 2022
Cash flows from operating activities:
Net income $ 114.1  $ 151.6 
Less: Discontinued operations, net of tax (0.2) — 
Income from continuing operations 114.3  151.7 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 259.8  259.4 
Loss on repayment of loans 2.1  6.5 
Deferred taxes (71.3) (32.6)
Stock-based compensation 45.9  42.3 
Other 22.8  13.5 
Changes in assets and liabilities:
Trade accounts receivable (77.0) (61.0)
Other current and long-term assets (28.8) (40.2)
Trade accounts payable 67.3  6.4 
Other current and long-term liabilities (42.2) (461.4)
Cash provided by (used in) operating activities of continuing operations 292.9  (115.4)
Cash (used in) provided by operating activities of discontinued operations (0.2) 0.2 
Cash provided by (used in) operating activities 292.7  (115.2)
Cash flows from investing activities:
Capital expenditures (143.6) (121.3)
Proceeds from sale/maturities of other investments 22.1  42.5 
Purchases of other investments (32.8) (76.3)
Investments in consolidated affiliates, net of cash acquired —  (504.0)
Investments in nonconsolidated affiliates (31.9) (14.8)
Other 0.1  (2.3)
Cash used in investing activities of continuing operations (186.1) (676.2)
Cash used in investing activities of discontinued operations —  (0.7)
Cash used in investing activities (186.1) (676.9)
Cash flows from financing activities:
Repayments of debt (207.3) (457.3)
Proceeds from issuance of common stock and exercise of stock options 9.8  8.9 
Dividends to shareholders (40.9) (37.2)
Employee taxes paid on restricted stock units recorded as treasury stock (9.9) (29.2)
Payment of contingent consideration —  (2.8)
Distributions to noncontrolling interests (5.9) (4.2)
Cash used in financing activities of continuing operations (254.2) (521.8)
Effect of exchange rate changes on cash and cash equivalents 4.3  (6.7)
Net change in cash and cash equivalents (143.3) (1,320.6)
Cash and cash equivalents, beginning of period 585.3  1,842.4 
Cash and cash equivalents, end of period $ 442.0  $ 521.8 
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 June 30, 2023 compared with
the Three Months Ended June 30, 2022
Reported
CC Growth(1)
Inorganic(2)
Organic Growth(3)
Organic CC Growth(4)
Revenue:
Consolidated 2.1  % 3.1  % —  % 2.1  % 3.1  %
U.S. Markets 1.4  % 1.4  % —  % 1.4  % 1.4  %
Financial Services 0.2  % 0.2  % —  % 0.2  % 0.2  %
Emerging Verticals 2.6  % 2.6  % —  % 2.6  % 2.6  %
International 8.0  % 13.1  % —  % 8.0  % 13.1  %
Canada 5.8  % 11.4  % —  % 5.8  % 11.4  %
Latin America 1.3  % 5.2  % —  % 1.3  % 5.2  %
United Kingdom (1.2) % (0.6) % —  % (1.2) % (0.6) %
Africa (7.4) % 10.2  % —  % (7.4) % 10.2  %
India 26.9  % 35.3  % —  % 26.9  % 35.3  %
Asia Pacific 18.4  % 20.0  % —  % 18.4  % 20.0  %
Consumer Interactive (2.3) % (2.2) % —  % (2.3) % (2.2) %
Adjusted EBITDA:
Consolidated (3.2) % (2.1) % —  % (3.2) % (2.1) %
U.S. Markets (5.2) % (5.3) % —  % (5.2) % (5.3) %
International 5.3  % 10.0  % —  % 5.3  % 10.0  %
Consumer Interactive (0.5) % (0.3) % —  % (0.5) % (0.3) %



























                                                
SCHEDULE 1
TRANSUNION AND SUBSIDIARIES
Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC
(Unaudited)
For the Six Months Ended June 30, 2023 compared with
the Six Months Ended June 30, 2022
Reported
CC Growth(1)
Inorganic(2)
Organic Growth(3)
Organic CC Growth(4)
Revenue:
Consolidated 2.1  % 3.5  % 1.1  % 1.0  % 2.4  %
U.S. Markets 2.4  % 2.4  % 1.7  % 0.7  % 0.7  %
Financial Services 2.7  % 2.7  % 3.2  % (0.5) % (0.5) %
Emerging Verticals 2.0  % 2.0  % —  % 2.0  % 2.0  %
International 5.5  % 12.5  % —  % 5.5  % 12.5  %
Canada 4.2  % 10.4  % —  % 4.2  % 10.4  %
Latin America 3.0  % 8.1  % —  % 3.0  % 8.1  %
United Kingdom (9.3) % (4.3) % —  % (9.3) % (4.3) %
Africa (4.2) % 12.2  % —  % (4.2) % 12.2  %
India 23.8  % 33.8  % —  % 23.8  % 33.8  %
Asia Pacific 20.5  % 22.4  % —  % 20.5  % 22.4  %
Consumer Interactive (3.6) % (3.5) % —  % (3.6) % (3.5) %
Adjusted EBITDA:
Consolidated (3.4) % (1.7) % (0.5) % (2.9) % (1.2) %
U.S. Markets (6.4) % (6.5) % (0.7) % (5.7) % (5.7) %
International 5.1  % 12.0  % —  % 5.1  % 12.0  %
Consumer Interactive 0.6  % 0.7  % —  % 0.6  % 0.7  %
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 June 30, Six Months Ended June 30,
  2023 2022 2023 2022
Revenue:
U.S. Markets gross revenue
Financial Services $ 331.9  $ 331.1  $ 652.5  $ 635.3 
Emerging Verticals 310.2  302.3  610.0  598.0 
U.S. Markets gross revenue $ 642.1  $ 633.4  $ 1,262.5  $ 1,233.3 
International gross revenue
Canada $ 35.0  $ 33.1  $ 66.5  $ 63.8 
Latin America 29.9  29.5  58.5  56.8 
United Kingdom 49.0  49.6  96.2  106.0 
Africa 14.5  15.6  29.1  30.4 
India 51.0  40.2  105.6  85.3 
Asia Pacific 22.5  19.0  43.3  35.9 
International gross revenue $ 201.9  $ 187.0  $ 399.1  $ 378.2 
Consumer Interactive gross revenue $ 144.0  $ 147.4  $ 286.3  $ 297.0 
Total gross revenue $ 988.0  $ 967.8  $ 1,948.0  $ 1,908.5 
Intersegment revenue eliminations
U.S. Markets $ (18.2) $ (17.8) $ (36.1) $ (35.5)
International (1.4) (1.5) (2.8) (2.9)
Consumer Interactive (0.5) (0.3) (0.9) (0.5)
Total intersegment revenue eliminations $ (20.0) $ (19.5) $ (39.8) $ (39.0)
Total revenue as reported $ 968.0  $ 948.3  $ 1,908.2  $ 1,869.5 
Adjusted EBITDA:
U.S. Markets $ 222.1  $ 234.4  $ 422.1  $ 451.1 
International 85.3  81.0  171.3  163.0 
Consumer Interactive 67.7  68.0  137.7  137.0 
Corporate (36.0) (33.1) (69.8) (66.5)
Adjusted EBITDA margin:1
U.S. Markets 34.6  % 37.0  % 33.4  % 36.6  %
International 42.3  % 43.3  % 42.9  % 43.1  %
Consumer Interactive 47.0  % 46.2  % 48.1  % 46.1  %
1.Segment Adjusted EBITDA margins are calculated using segment gross revenue and segment Adjusted EBITDA.


                                                
  Three Months Ended June 30, Six Months Ended June 30,
  2023 2022 2023 2022
Reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA:
Net income attributable to TransUnion $ 53.9  $ 95.6  $ 106.5  $ 143.9 
Discontinued operations, net of tax 0.2  (0.3) 0.2  — 
Income from continuing operations attributable to TransUnion $ 54.1  $ 95.3  $ 106.8  $ 143.9 
Net interest expense 68.4  50.7  134.3  100.2 
Provision for income taxes 19.3  29.2  37.9  53.5 
Depreciation and amortization 130.1  130.6  259.8  259.4 
EBITDA $ 271.8  $ 305.7  $ 538.8  $ 557.1 
Adjustments to EBITDA:
Stock-based compensation1
$ 24.1  $ 20.3  $ 46.3  $ 40.8 
Mergers and acquisitions, divestitures and business optimization2
21.5  14.0  30.4  28.6 
Accelerated technology investment3
17.6  8.1  37.3  20.1 
Net other4
4.1  2.2  8.7  37.9 
Total adjustments to EBITDA $ 67.3  $ 44.6  $ 122.7  $ 127.5 
Consolidated Adjusted EBITDA $ 339.1  $ 350.3  $ 661.5  $ 684.5 
Net income attributable to TransUnion margin 5.6  % 10.1  % 5.6  % 7.7  %
Consolidated Adjusted EBITDA margin5
35.0  % 36.9  % 34.7  % 36.6  %
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 June 30, 2023, a $9.1 million loss on the impairment of a Cost Method Investment; $5.5 million of Neustar integration costs; a $5.1 million adjustment to the fair value of a put option liability related to a minority investment; a $2.5 million adjustment to a liability from a recent acquisition; $2.4 million of acquisition expenses; a $(2.3) million adjustment to the fair value of a note receivable; and $(0.7) million of reimbursements for transition services related to divested businesses, net of separation expenses.
For the six months ended June 30, 2023, $11.5 million of Neustar integration costs; a $9.1 million loss on the impairment of a Cost Method Investment; a $5.5 million adjustment to the fair value of a put option liability related to a minority investment; $5.1 million of adjustments to liabilities from a recent acquisition; $3.8 million of acquisition expenses; a $(2.3) million adjustment to fair value of a note receivable; $(1.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million gain on the disposal of a Cost Method Investment.
For the three months ended June 30, 2022, $9.0 million of acquisition expenses; $7.7 million of Neustar integration costs; $(1.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.9) million adjustment to fair value of a put option related to a minority investment.
For the six months ended June 30, 2022, $17.9 million of acquisition expenses; $16.7 million of Neustar integration costs; $(5.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million adjustment to the fair value of a put option related to a minority 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 June 30, 2023, $1.0 million of deferred loan fees written off as a result of the prepayment on our debt; and a $3.1 million net loss from currency remeasurement of our foreign operations, loan fees and other.
For the six months ended June 30, 2023, $2.1 million of deferred loan fees written off as a result of the prepayment on our debt; and a $6.6 million net loss from currency remeasurement of our foreign operations, loan fees and other.
For the three months ended June 30, 2022, $2.2 million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other.


                                                
For the six months ended June 30, 2022, $28.4 million for certain legal and regulatory expenses; $6.5 million of deferred loan fees written off as a result of the prepayments on our debt; and $3.0 million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other.
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 June 30, Six Months Ended June 30,
2023 2022 2023 2022
Income from continuing operations attributable to TransUnion $ 54.1  $ 95.3  $ 106.8  $ 143.9 
Discontinued operations, net of tax (0.2) 0.3  (0.2) — 
Net income attributable to TransUnion $ 53.9  $ 95.6  $ 106.5  $ 143.9 
Weighted-average shares outstanding:
Basic 193.2  192.5  192.8  192.3 
Diluted 194.0  193.1  194.0  193.1 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion $ 0.28  $ 0.49  $ 0.55  $ 0.75 
Discontinued operations, net of tax —  —  —  — 
Net Income attributable to TransUnion $ 0.28  $ 0.50  $ 0.55  $ 0.75 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion $ 0.28  $ 0.49  $ 0.55  $ 0.75 
Discontinued operations, net of tax —  —  —  — 
Net Income attributable to TransUnion $ 0.28  $ 0.49  $ 0.55  $ 0.75 
Reconciliation of net income attributable to TransUnion to Adjusted Net Income:
Net income attributable to TransUnion $ 53.9  $ 95.6  $ 106.5  $ 143.9 
Discontinued operations, net of tax 0.2  (0.3) 0.2  — 
Income from continuing operations attributable to TransUnion $ 54.1  $ 95.3  $ 106.8  $ 143.9 
Adjustments before income tax items:
Stock-based compensation1
24.1  20.3  46.3  40.8 
Mergers and acquisitions, divestitures and business optimization2
21.5  14.0  30.4  28.6 
Accelerated technology investment3
17.6  8.1  37.3  20.1 
Net other4
4.0  1.8  7.8  37.0 
Amortization of certain intangible assets5
73.9  78.2  149.1  154.4 
Total adjustments before income tax items $ 141.2  $ 122.4  $ 270.8  $ 281.1 
      Change in provision for income taxes per schedule 4 (28.8) (28.1) (55.7) (56.6)
Adjusted Net Income $ 166.5  $ 189.5  $ 321.9  $ 368.3 
Weighted-average shares outstanding:
Basic 193.2  192.5  192.8  192.3 
Diluted 194.0  193.1  194.0  193.1 
Adjusted Earnings per Share:
Basic $ 0.86  $ 0.98  $ 1.67  $ 1.92 
Diluted $ 0.86  $ 0.98  $ 1.66  $ 1.91 



                                                
  Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
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 $ 0.28  $ 0.49  $ 0.55  $ 0.75 
Discontinued operations, net of tax —  —  —  — 
Income from continuing operations attributable to TransUnion $ 0.28  $ 0.49  $ 0.55  $ 0.75 
Adjustments before income tax items:
Stock-based compensation1
0.12  0.10  0.24  0.21 
Mergers and acquisitions, divestitures and business optimization2
0.11  0.07  0.16  0.15 
Accelerated technology investment3
0.09  0.04  0.19  0.10 
Net other4
0.02  0.01  0.04  0.19 
Amortization of certain intangible assets5
0.38  0.41  0.77  0.80 
Total adjustments before income tax items $ 0.73  $ 0.63  $ 1.40  $ 1.46 
Change in provision for income taxes per schedule 4 (0.15) (0.15) (0.29) (0.29)
Adjusted Diluted Earnings per Share $ 0.86  $ 0.98  $ 1.66  $ 1.91 

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 June 30, 2023, a $9.1 million loss on the impairment of a Cost Method Investment; $5.5 million of Neustar integration costs; a $5.1 million adjustment to the fair value of a put option liability related to a minority investment; a $2.5 million adjustment to a liability from a recent acquisition; $2.4 million of acquisition expenses; a $(2.3) million adjustment to the fair value of a note receivable; and $(0.7) million of reimbursements for transition services related to divested businesses, net of separation expenses.
For the six months ended June 30, 2023, $11.5 million of Neustar integration costs; a $9.1 million loss on the impairment of a Cost Method Investment; a $5.5 million adjustment to the fair value of a put option liability related to a minority investment; $5.1 million of adjustments to liabilities from a recent acquisition; $3.8 million of acquisition expenses; a $(2.3) million adjustment to fair value of a note receivable; $(1.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million gain on the disposal of a Cost Method Investment.
For the three months ended June 30, 2022, $9.0 million of acquisition expenses; $7.7 million of Neustar integration costs; $(1.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.9) million adjustment to fair value of a put option related to a minority investment.
For the six months ended June 30, 2022, $17.9 million of acquisition expenses; $16.7 million of Neustar integration costs; $(5.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million adjustment to the fair value of a put option related to a minority 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 June 30, 2023, $1.0 million of deferred loan fees written off as a result of the prepayment on our debt; and a $3.0 million net loss from currency remeasurement of our foreign operations and other.
For the six months ended June 30, 2023, $2.1 million of deferred loan fees written off as a result of the prepayment on our debt; and a $5.7 million net loss from currency remeasurement of our foreign operations and other.
For the three months ended June 30, 2022, $1.8 million of net other, which includes net losses from currency remeasurement of our foreign operations and other.
For the six months ended June 30, 2022, $28.4 million for certain legal and regulatory expenses; $6.5 million of deferred loan fees written off as a result of the prepayments on our debt; and $2.1 million of net other, which includes net losses from currency remeasurement of our foreign operations and other.


                                                
5.Consisted of amortization of intangible assets from our 2012 change-in-control transaction and amortization of intangible assets established in business acquisitions after our 2012 change-in-control transaction.


                                                
SCHEDULE 4
TRANSUNION AND SUBSIDIARIES
Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate (Unaudited)
(dollars in millions)
  Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Income from continuing operations before income taxes $ 76.6  $ 128.5  $ 152.2  $ 205.2 
Total adjustments before income tax items from schedule 3 141.2  122.4  270.8  281.1 
Adjusted income from continuing operations before income taxes $ 217.8  $ 250.9  $ 423.0  $ 486.3 
Reconciliation of provision for income taxes to Adjusted Provision for Income Taxes
Provision for income taxes (19.3) (29.2) (37.9) (53.5)
Adjustments for income taxes:
Tax effect of above adjustments1
(32.6) (28.2) (62.2) (56.6)
Eliminate impact of excess tax expenses/(benefits) for stock-based compensation 0.6  (0.8) 2.1  (5.0)
Other2
3.2  0.8  4.4  4.9 
Total adjustments for income taxes $ (28.8) $ (28.1) $ (55.7) $ (56.6)
Adjusted Provision for Income Taxes $ (48.1) $ (57.3) $ (93.6) $ (110.2)
Effective tax rate 25.2  % 22.7  % 24.9  % 26.1  %
Adjusted Effective Tax Rate 22.1  % 22.8  % 22.1  % 22.7  %
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 June 30, 2023, $1.3 million of valuation allowances related to prior periods; $1.2 million of adjustments related to prior periods including audits and return-to-provision; $0.4 million of deferred tax rate adjustments; and $0.3 million of other adjustments.
For the six months ended June 30, 2023, $1.3 million of other adjustments; $1.2 million of adjustments related to prior periods including audits and return-to-provision; $1.1 million of valuation allowances related to prior periods; and $0.8 million of deferred tax rate adjustments.
For the three months ended June 30, 2022, $0.5 million of other adjustments and $0.3 million of deferred tax rate adjustments.
For the six months ended June 30, 2022, $2.4 million of deferred tax rate adjustments, $2.0 million of other adjustments and $0.5 million of valuation allowances related to prior periods.


                                                

SCHEDULE 5
TRANSUNION AND SUBSIDIARIES
Leverage Ratio (Unaudited)
(dollars in millions)
(dollars in millions) Trailing Twelve Months Ended June 30, 2023
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion $ 232.1 
Discontinued operations, net of tax (17.2)
Income from continuing operations attributable to TransUnion $ 215.0 
Net interest expense 260.4 
Provision for income taxes 104.2 
Depreciation and amortization 519.4 
EBITDA $ 1,099.0 
Adjustments to EBITDA:
Stock-based compensation1
$ 86.5 
Mergers and acquisitions, divestitures and business optimization2
52.5 
Accelerated technology investment3
68.5 
Net other4
16.9 
Total adjustments to EBITDA $ 224.5 
Leverage Ratio Adjusted EBITDA $ 1,323.5 
Total debt $ 5,469.1 
Less: Cash and cash equivalents 442.0 
Net Debt $ 5,027.1 
Ratio of Net Debt to Net income attributable to TransUnion 21.7 
Leverage Ratio 3.8 
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: $27.9 million of Neustar integration costs; a $13.7 million loss on the impairment of Cost Method Investments; $9.6 million of acquisition expenses; a $5.6 million adjustment to the fair value of a put option liability related to a minority investment; a $5.1 million adjustment to a liability from a recent acquisition; a $(0.8) million gain on disposal of a Cost Method investment; a $(2.3) million adjustment to the fair value of a note receivable; $(2.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(3.4) million gain related to a government tax reimbursement from a recent business acquisition.
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud.
4.Net other consisted of the following adjustments: a $10.4 million net loss from currency remeasurement of our foreign operations, loan fees and other; and $6.4 million of deferred loan fees written off as a result of the prepayments on our debt.



                                                
SCHEDULE 6
TRANSUNION AND SUBSIDIARIES
Segment Depreciation and Amortization (Unaudited)
(in millions)
  Three Months Ended June 30, Six Months Ended June 30,
  2023 2022 2023 2022
U.S. Markets $ 87.8  $ 88.8  $ 176.2  $ 174.3 
International 32.5  31.8  64.6  64.9 
Consumer Interactive 8.6  8.7  16.9  17.6 
Corporate 1.1  1.3  2.2  2.6 
Total depreciation and amortization $ 130.1  $ 130.6  $ 259.8  $ 259.4 
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   September 30, 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 $ 85  $ 92  $ 283  $ 308 
Discontinued operations, net of tax —  —  —  — 
Income from continuing operations attributable to TransUnion $ 85  $ 92  $ 283  $ 308 
Interest, taxes and depreciation and amortization 221  223  878  885 
EBITDA $ 306  $ 315  $ 1,161  $ 1,193 
Stock-based compensation, mergers, acquisitions divestitures and business optimization-related expenses and other adjustments1
55  55  227  227 
Adjusted EBITDA $ 361  $ 370  $ 1,388  $ 1,421 
Net income attributable to TransUnion margin 8.8  % 9.3  % 7.4  % 7.9  %
Adjusted EBITDA margin2
37.1  % 37.4  % 36.3  % 36.6  %
Guidance reconciliation of diluted earnings per share to Adjusted Diluted Earnings per Share:
Diluted earnings per share $ 0.44  $ 0.47  $ 1.45  $ 1.58 
Adjustments to diluted earnings per share1
0.48  0.48  2.04  —  2.04 
Adjusted Diluted Earnings per Share $ 0.92  $ 0.95  $ 3.49  $ 3.62 
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
Revision of Previously Issued Financial Statements (Unaudited)
(in millions, except per share data)

The Company revised prior period Consolidated Statements of Income to correct the classification of costs related to certain of our recent acquisitions between cost of services and selling, general and administrative, which resulted in the understatement of cost of services and the overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income, or net income. See the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023, Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies,” and Note 19, “Revision of Previously Issued Financial Statements,” for further information about this matter. A summary of the revision on the impacted financial statement line items to the Company’s previously issued Consolidated Statements of Income previously filed in the Annual Report on Form 10-K and in unaudited Quarterly Reports on Form 10-Q is as follows:

Three Months Ended Twelve Months Ended Three Months Ended
(in millions) March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 December 31, 2022 March 31, 2023
Cost of services (exclusive of depreciation and amortization):
As Reported $ 298.0  $ 308.1  $ 305.6  $ 311.2  $ 1,222.9  $ 324.9 
Adjustment 23.1  20.8  32.6  28.6  105.0  37.8 
As Revised 321.1  328.9  338.2  339.8  1,327.9  362.7 
Selling, general and administrative:
As Reported $ 359.5  $ 327.1  $ 333.6  $ 317.3  $ 1,337.4  $ 340.5 
Adjustment (23.1) (20.8) (32.6) (28.6) (105.0) (37.8)
As Revised 336.4  306.3  301.0  288.7  1,232.4  302.7 



EX-99.2 3 a3_secondxquarterx2023xe.htm EX-99.2 a3_secondxquarterx2023xe
Second Quarter 2023 Earnings July 25, 2023 Chris Cartwright, President and CEO Todd Cello, CFO Exhibit 99.2


 
2@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Non-GAAP Financial InformationForward-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 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; 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; the war in Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine; risks related to our indebtedness, including our ability to make timely payments of principal and interest and our ability to satisfy covenants in the agreements governing our 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. This investor presentation includes certain non- GAAP measures that are more fully described in the appendices to the presentation. Exhibit 99.1, “Press release of TransUnion dated July 25, 2023, announcing results for the quarter ended June 30, 2023,” under the heading ‘Non-GAAP Financial Measures,’” furnished to the Securities and Exchange Commission (“SEC”) on July 25, 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 Appendices at the back of this investor presentation.


 
3@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Economic perspectives and financial highlights Spotlight on Global Capability Centers (GCCs) Second quarter 2023 financial results 1 2 3 Third quarter and full-year 2023 guidance4


 
4@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Economic conditions stable across TransUnion’s markets U.S. consumer credit demand healthy as employment and wages remain strong; credit metrics normalizing Emerging markets growth continues with loan volume increases driven by strong consumer demand Canada and UK conditions similar to U.S. as consumers contend with high inflation and interest rates U.S. lenders more cautious but still actively originating, albeit at below-peak levels


 
5@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. *Revenue growth figures referenced above are organic constant currency. Second quarter 2023 highlights Revenue, Adjusted EBITDA and Adjusted Diluted EPS all exceeded guidance 3% organic revenue growth,* or 2% excluding U.S. mortgage 9th straight quarter of double-digit International revenue growth,* led by India, Asia Pacific, Africa and Canada Strategic partnership and minority investment in Truework to expand income and employment verification solutions Prepayment of $75M in debt or $150M year-to- date; intend to make additional prepayments in 2023 For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation.


 
6@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Neustar revenue growth accelerates • All three product lines contributed to Q2 revenue growth – Acceleration throughout 2023 supported by strong bookings, renewals and usage • Marketing signed or expanded partnerships with Snowflake, VideoAmp and Magnite • Trusted Call Solutions grew across verticals, including new use cases: – Healthcare: Enabling providers to connect with patients on appointments, prescriptions and billing – Public Sector: Building opportunity to support state Department of Veteran Affairs outreach programs Financial results • Q2 2023: ~6% revenue growth • Maintaining 2023 Guidance: High- single digit revenue growth with Adjusted EBITDA margin improving to ~32% For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation.


 
7@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. GCCs accelerate our business transformation and innovation efforts • Centralize operational activities for the enterprise • Access wide and diverse pool of high-quality talent • Deliver customer and consumer value at lower cost Global Capability Centers (GCCs) enable scale, speed, efficiency and 24/7 availability 25 400 700 1000 2000 4000+ 2018 2019 2020 2021 2022 2023 (Jun) Core Technology Data Science & Analytics Business process management Corporate functions Intelligent Automation Cybersecurity Global Innovation Center GCC Africa (2020) GCC Costa Rica (2022) # of employees in GCCs Accolades: • Everest top GBS employer, GCC India • Nasscom winner for ‘Stellar Distributed Work Model for the Future’ 2023 • Top Employer Institute certified Top Employer in South Africa GCCs global footprint GCC India (2018)


 
8@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Consolidated second quarter 2023 highlights 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 $968 2% Organic Constant Currency Revenue 3% Adjusted EBITDA $339 (3)% Adjusted EBITDA Margin 35.0% (190bps) Adjusted Diluted EPS $0.86 (13)% • Organic constant currency revenue growth of +3%, or +2% excluding mortgage


 
9@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. U.S. Markets second quarter 2023 highlights 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. • U.S. Markets organic revenue growth (ex-mortgage) flat • U.S. Financial Services organic revenue (ex-mortgage) -3% − Auto +1% − Card -5% and Consumer Lending -11% vs. challenging comparisons − Mortgage +16% with pricing offsetting lower inquiry volumes (down -29%) • Emerging Verticals growth led by Insurance, Services & Collections and Tech, Retail & E-Commerce Reported ($M) Reported Y/Y FX Impact Inorganic Impact Organic Constant Currency Revenue $642 1% – – 1% Financial Services 332 0% – – 0% Emerging Verticals 310 3% – – 3% Adjusted EBITDA $222 (5)% – – (5)%


 
10@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Consumer Interactive second quarter 2023 highlights 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. • Indirect channel and Sontiq growth offset by continued, but moderating, declines in direct channel • Adjusted EBITDA margin of 47.0%, up 80bps YoY, driven by lower advertising Reported ($M) Reported Y/Y FX Impact Inorganic Impact Organic Constant Currency Revenue $144 (2)% – – (2)% Adjusted EBITDA $68 0% – – 0%


 
11@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. International second quarter 2023 highlights 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. • India revenue growth (+35%* constant-currency) driven by consumer, commercial, marketing, fraud and direct-to- consumer • Both Canada (+11%*) and U.K. (+3% excluding one-time contracts*) outgrowing market volumes, driven by new business wins Reported ($M) Reported Y/Y FX Impact Inorganic Impact Organic Constant Currency Revenue $202 8% 5% – 13% Canada 35 6% 6% – 11% Latin America 30 1% 4% – 5% U.K. 49 (1)% 1% – (1)% Africa 14 (7)% 18% – 10% India 51 27% 8% – 35% Asia Pacific 22 18% 2% – 20% Adjusted EBITDA $85 5% 5% – 10% *Revenue growth figures referenced above are organic constant currency.


 
12@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • Roughly $5.5 billion of debt and $442 million cash at quarter-end • $75M of debt prepayment in June and $150M YTD; Leverage Ratio of ~3.8x at the end of Q2 2023 • Intend additional debt prepayments throughout 2023 • Targeting <3.5x Leverage Ratio by end of 2023; <3.0x by end of 2024 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. Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Intend to deleverage and use 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 3.8x <3.5x <3.0x 2015 IPO 2015 2016 2017 2018 2019 2020 2021 2022 Q2 2023 2023F 2024F


 
13@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Reported Revenue: $973M to $988M +4% to +5% Assumed M&A contribution: No impact Assumed FX contribution: Insignificant Organic Constant Currency Revenue: +4% to +5% Assumed mortgage impact: ~1.5pt. benefit Organic CC Revenue ex. mortgage: +2.5% to +3.5% Adjusted EBITDA: $361M to $370M +6% to +9% Assumed FX contribution: Insignificant Adjusted EBITDA margin: 37.1% to 37.4% Adjusted EBITDA margin bps change: +80bps to +110bps Adjusted Diluted EPS: $0.92 to $0.95 (1%) to +2% Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Revenue Third quarter 2023 guidance Strong results in International and improving growth in U.S. Markets Adjusted EBITDA Sequential margin improvement driven by higher revenues, Neustar synergies and proactive cost actions Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation.


 
14@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Organic Growth Assumptions • Maintaining FY guidance to account for uncertain market conditions • U.S. mortgage: Now expect ~20 percent revenue growth based on ~25 percent inquiry decline; U.S. mortgage was ~6.5% of LTM revenues Note: 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 revenue guidance 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: ~1pt. benefit Organic CC Revenue ex. mortgage: +2% to +4% Market Assumptions • U.S. Markets up mid-single digit (up low-single digit excluding mortgage) – Financial Services up low-single digit (down low-single digit excluding mortgage) – Emerging Verticals up mid-single digit • International up low-double digit (constant-currency) • Consumer Interactive down low-single digit Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation.


 
15@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • Intend to use excess cash for debt prepayment; however, guidance assumes no further debt prepayment − Every $100M of prepayment yields annualized interest savings of ~$8M ($0.03 EPS) The adjusted tax rate guidance of ~23% reflects expected full year GAAP effective rate of ~22.3% plus the elimination of discrete adjustments and other items totaling ~0.7%. 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 Adjusted EBITDA: $1.388B to $1.421B +3% to +5% 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: $3.49 to $3.62 (4)% to Flat 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: ~$275M CapEx: ~8% of revenue


 
16@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Expect accelerating revenue and earnings growth in second half of the year Exceeded Q2 guidance for revenue, Adjusted EBITDA and Adjusted Diluted EPS, led by strong growth in International Maintaining FY 2023 guidance to account for market uncertainty Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation.


 
17@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Q&A


 
18@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Appendices: Non-GAAP Reconciliations


 
19@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted EBITDA and Adjusted EBITDA Margin $ in millions Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA: Net income attributable to TransUnion $ 53.9 $ 95.6 $ 106.5 $ 143.9 Discontinued operations, net of tax 0.2 (0.3) 0.2 - Income from continuing operations attributable to TransUnion $ 54.1 $ 95.3 $ 106.8 $ 143.9 Net interest expense 68.4 50.7 134.3 100.2 Provision for income taxes 19.3 29.2 37.9 53.5 Depreciation and amortization 130.1 130.6 259.8 259.4 EBITDA $ 271.8 $ 305.7 $ 538.8 $ 557.1 Adjustments to EBITDA: Stock-based compensation1 $ 24.1 $ 20.3 $ 46.3 $ 40.8 Mergers and acquisitions, divestitures and business optimization2 21.5 14.0 30.4 28.6 Accelerated technology investment3 17.6 8.1 37.3 20.1 Net other4 4.1 2.2 8.7 37.9 Total adjustments to EBITDA $ 67.3 $ 44.6 $ 122.7 $ 127.5 Consolidated Adjusted EBITDA $ 339.1 $ 350.3 $ 661.5 $ 684.5 Net income attributable to TransUnion margin 5.6% 10.1% 5.6% 7.7% Consolidated Adjusted EBITDA margin5 35.0% 36.9% 34.7% 36.6% 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 June 30, 2023, a $9.1 million loss on the impairment of a Cost Method Investment; $5.5 million of Neustar integration costs; a $5.1 million adjustment to the fair value of a put option liability related to a minority investment; a $2.5 million adjustment to a liability from a recent acquisition; $2.4 million of acquisition expenses; a $(2.3) million adjustment to the fair value of a note receivable; and $(0.7) million of reimbursements for transition services related to divested businesses, net of separation expenses. For the six months ended June 30, 2023, $11.5 million of Neustar integration costs; a $9.1 million loss on the impairment of a Cost Method Investment; a $5.5 million adjustment to the fair value of a put option liability related to a minority investment; $5.1 million of adjustments to liabilities from a recent acquisition; $3.8 million of acquisition expenses; a $(2.3) million adjustment to fair value of a note receivable; $(1.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million gain on the disposal of a Cost Method Investment. For the three months ended June 30, 2022, $9.0 million of acquisition expenses; $7.7 million of Neustar integration costs; $(1.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.9) million adjustment to fair value of a put option related to a minority investment. For the six months ended June 30, 2022, $17.9 million of acquisition expenses; $16.7 million of Neustar integration costs; $(5.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million adjustment to the fair value of a put option related to a minority 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 June 30, 2023, $1.0 million of deferred loan fees written off as a result of the prepayment on our debt; and a $3.1 million net loss from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2023, $2.1 million of deferred loan fees written off as a result of the prepayment on our debt; and a $6.6 million net loss from currency remeasurement of our foreign operations, loan fees and other. For the three months ended June 30, 2022, $2.2 million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other. For the six months ended June 30, 2022, $28.4 million for certain legal and regulatory expenses; $6.5 million of deferred loan fees written off as a result of the prepayments on our debt; and $3.0 million of net other, which includes net losses from currency remeasurement of our foreign operations, loan fees and other. 5. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.


 
20@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted Net Income and Adjusted EPS $ in millions, except per share data Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Reconciliation of net income attributable to TransUnion to Adjusted Net Income: Net income attributable to TransUnion $ 53.9 $ 95.6 $ 106.5 $ 143.9 Discontinued operations, net of tax 0.2 (0.3) 0.2 - Income from continuing operations attributable to TransUnion $ 54.1 $ 95.3 $ 106.8 $ 143.9 Adjustments before income tax items: Stock-based compensation1 24.1 20.3 46.3 40.8 Mergers and acquisitions, divestitures and business optimization2 21.5 14.0 30.4 28.6 Accelerated technology investment3 17.6 8.1 37.3 20.1 Net other4 4.0 1.8 7.8 37.0 Amortization of certain intangible assets5 73.9 78.2 149.1 154.4 Total adjustments before income tax items $ 141.2 $ 122.4 $ 270.8 $ 281.1 Change in provision for income taxes (28.8) (28.1) (55.7) (56.6) Adjusted Net Income $ 166.5 $ 189.5 $ 321.9 $ 368.3 Weighted-average shares outstanding: Basic 193.2 192.5 192.8 192.3 Diluted 194.0 193.1 194.0 193.1 Adjusted Earnings per Share: Basic $ 0.86 $ 0.98 $ 1.67 $ 1.92 Diluted $ 0.86 $ 0.98 $ 1.66 $ 1.91 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 June 30, 2023, a $9.1 million loss on impairment of a Cost Method Investment; $5.5 million of Neustar integration costs; a $5.1 million adjustment to the fair value of a put option liability related to a minority investment; a $2.5 million adjustment to a liability from a recent acquisition; $2.4 million of acquisition expenses; a $(2.3) million adjustment to the fair value of a note receivable; and $(0.7) million of reimbursements for transition services related to divested businesses, net of separation expenses. For the six months ended June 30, 2023, $11.5 million of Neustar integration costs; a $9.1 million loss on impairment of a Cost Method Investment; a $5.5 million adjustment to the fair value of a put option liability related to a minority investment; $5.1 million of adjustments to liabilities from a recent acquisition; $3.8 million of acquisition expenses; a $(2.3) million adjustment to fair value of a note receivable; $(1.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million gain on the disposal of a Cost Method Investment. For the three months ended June 30, 2022, $9.0 million of acquisition expenses; $7.7 million of Neustar integration costs; $(1.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.9) million adjustment to fair value of a put option related to a minority investment. For the six months ended June 30, 2022, $17.9 million of acquisition expenses; $16.7 million of Neustar integration costs; $(5.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million adjustment to the fair value of a put option related to a minority 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 June 30, 2023, $1.0 million of deferred loan fees written off as a result of the prepayment on our debt; and a $3.0 million net loss from currency remeasurement of our foreign operations and other. For the six months ended June 30, 2023, $2.1 million of deferred loan fees written off as a result of the prepayment on our debt; and a $5.7 million net loss from currency remeasurement of our foreign operations and other. For the three months ended June 30, 2022, $1.8 million of net other, which includes net losses from currency remeasurement of our foreign operations and other. For the six months ended June 30, 2022, $28.4 million for certain legal and regulatory expenses; $6.5 million of deferred loan fees written off as a result of the prepayments on our debt; and $2.1 million of net other, which includes net losses from currency remeasurement of our foreign operations and other. 5. Consisted of amortization of intangible assets from our 2012 change in control transaction and amortization of intangible assets established in business acquisitions after our 2012 change in control transaction.


 
21@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted Diluted EPS Three Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 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 $ 0.28 $ 0.49 $ 0.55 $ 0.75 Discontinued operations, net of tax - - - - Income from continuing operations attributable to TransUnion $ 0.28 $ 0.49 $ 0.55 $ 0.75 Adjustments before income tax items: Stock-based compensation1 0.12 0.10 0.24 0.21 Mergers and acquisitions, divestitures and business optimization2 0.11 0.07 0.16 0.15 Accelerated technology investment3 0.09 0.04 0.19 0.10 Net other4 0.02 0.01 0.04 0.19 Amortization of certain intangible assets5 0.38 0.41 0.77 0.80 Total adjustments before income tax items $ 0.73 $ 0.63 $ 1.40 $ 1.46 Change in provision for income taxes (0.15) (0.15) (0.29) (0.29) Adjusted Diluted Earnings per Share $ 0.86 $ 0.98 $ 1.66 $ 1.91 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 June 30, 2023, a $9.1 million loss on impairment of a Cost Method Investment; $5.5 million of Neustar integration costs; a $5.1 million adjustment to the fair value of a put option liability related to a minority investment; a $2.5 million adjustment to a liability from a recent acquisition; $2.4 million of acquisition expenses; a $(2.3 million) adjustment to the fair value of a note receivable; and $(0.7) million of reimbursements for transition services related to divested businesses, net of separation expenses. For the six months ended June 30, 2023, $11.5 million of Neustar integration costs; a $9.1 million loss on impairment of a Cost Method Investment; a $5.5 million adjustment to the fair value of a put option liability related to a minority investment; $5.1 million of adjustments to liabilities from a recent acquisition; $3.8 million of acquisition expenses; a $(2.3) million adjustment to fair value of a note receivable; $(1.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million gain on the disposal of a Cost Method Investment. For the three months ended June 30, 2022, $9.0 million of acquisition expenses; $7.7 million of Neustar integration costs; $(1.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.9) million adjustment to fair value of a put option related to a minority investment. For the six months ended June 30, 2022, $17.9 million of acquisition expenses; $16.7 million of Neustar integration costs; $(5.3) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(0.8) million adjustment to the fair value of a put option related to a minority 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 June 30, 2023, $1.0 million of deferred loan fees written off as a result of the prepayment on our debt; and a $3.0 million net loss from currency remeasurement of our foreign operations and other. For the six months ended June 30, 2023, $2.1 million of deferred loan fees written off as a result of the prepayment on our debt; and a $5.7 million net loss from currency remeasurement of our foreign operations and other. For the three months ended June 30, 2022, $1.8 million of net other, which includes net losses from currency remeasurement of our foreign operations and other. For the six months ended June 30, 2022, $28.4 million for certain legal and regulatory expenses; $6.5 million of deferred loan fees written off as a result of the prepayments on our debt; and $2.1 million of net other, which includes net losses from currency remeasurement of our foreign operations and other. 5. Consisted of amortization of intangible assets from our 2012 change in control transaction and amortization of intangible assets established in business acquisitions after our 2012 change in control transaction.


 
22@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted Effective Tax Rate $ in millions Three Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 Income from continuing operations before income taxes $ 76.6 $ 128.5 $ 152.2 $ 205.2 Total adjustments before income tax items 141.2 122.4 270.8 281.1 Adjusted income from continuing operations before income taxes $ 217.8 $ 250.9 $ 423.0 $ 486.3 Reconciliation of provision for income taxes to Adjusted Provision for Income Taxes Provision for income taxes (19.3) (29.2) (37.9) (53.5) Adjustments for income taxes: Tax effect of above adjustments1 (32.6) (28.2) (62.2) (56.6) Eliminate impact of excess tax expenses/(benefits) for stock-based compensation 0.6 (0.8) 2.1 (5.0) Other2 3.2 0.8 4.4 4.9 Total adjustments for income taxes $ (28.8) $ (28.1) $ (55.7) $ (56.6) Adjusted provision for income taxes $ (48.1) $ (57.3) $ (93.6) $ (110.2) Effective tax rate 25.2% 22.7% 24.9% 26.1% Adjusted Effective Tax Rate 22.1% 22.8% 22.1% 22.7% 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 June 30, 2023, $1.3 million of valuation allowances related to prior periods; $1.2 million of adjustments related to prior periods including audits and return-to-provision; $0.4 million of deferred tax rate adjustments; and $0.3 million of other adjustments. For the six months ended June 30, 2023, $1.3 million of other adjustments; $1.2 million of adjustments related to prior periods including audits and return-to-provision; $1.1 million of valuation allowances related to prior periods; and $0.8 million of deferred tax rate adjustments. For the three months ended June 30, 2022, $0.5 million of other adjustments and $0.3 million of deferred tax rate adjustments. For the six months ended June 30, 2022, $2.4 million of deferred tax rate adjustments, $2.0 million of other adjustments and $0.5 million of valuation allowances related to prior periods.


 
23@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Leverage Ratio $ in millions Trailing Twelve Months Ended June 30, 2023 Reconciliation of net income attributable to TransUnion to Adjusted EBITDA: Net income attributable to TransUnion $ 232.1 Discontinued operations, net of tax (17.2) Income from continuing operations attributable to TransUnion $ 215.0 Net interest expense 260.4 Provision for income taxes 104.2 Depreciation and amortization 519.4 EBITDA $ 1,099.0 Adjustments to EBITDA: Stock-based compensation1 86.5 Mergers and acquisitions, divestitures and business optimization2 52.5 Accelerated technology investment3 68.5 Net other4 16.9 Total adjustments to EBITDA $ 224.5 Leverage Ratio Adjusted EBITDA $ 1,323.5 Total debt $ 5,469.1 Less: Cash and cash equivalents 442.0 Net Debt $ 5,027.1 Ratio of Net Debt to Net income attributable to TransUnion 21.7 Leverage Ratio 3.8 As a result of displaying amounts in millions, rounding differences may exist in the table. 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: $27.9 million of Neustar integration costs; a $13.7 million loss on the impairment of Cost Method Investments; $9.6 million of acquisition expenses; a $5.6 million adjustment to the fair value of a put option liability related to a minority investment; a $5.1 million adjustment to a liability from a recent acquisition; a $(0.8) million gain on disposal of a Cost Method investment; a $(2.3) million adjustment to the fair value of a note receivable; $(2.8) million of reimbursements for transition services related to divested businesses, net of separation expenses; and a $(3.4) million gain related to a government tax reimbursement from a recent business acquisition. 3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. 4. Net other consisted of the following adjustments: a $10.4 million net loss from currency remeasurement of our foreign operations, loan fees and other; and $6.4 million of deferred loan fees written off as a result of the prepayments on our debt.


 
24@ Copyright 2023 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted EBITDA and Adjusted EPS Guidance $ in millions, except per share data Three Months Ended September 30, 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 $ 85 $ 92 $ 283 $ 308 Discontinued operations, net of tax - - - - Income from continuing operations attributable to TransUnion $ 85 $ 92 $ 283 $ 308 Interest, taxes, depreciation and amortization 221 223 878 885 EBITDA $ 306 $ 315 $ 1,161 $ 1,193 Stock-based compensation, mergers, acquisitions, divestitures and business optimization-related expenses and other adjustments1 55 55 227 227 Adjusted EBITDA $ 361 $ 370 $ 1,388 $ 1,421 Net income attributable to TransUnion margin 8.8% 9.3 % 7.4% 7.9% Adjusted EBITDA margin2 37.1% 37.4% 36.3% 36.6% Reconciliation of diluted earnings per share to Adjusted Diluted Earnings per Share: Diluted earnings per share $ 0.44 $ 0.47 $ 1.45 $ 1.58 Adjustments to diluted earnings per share1 0.48 0.48 2.04 2.04 Adjusted Diluted Earnings per Share $ 0.92 $ 0.95 $ 3.49 $ 3.62 As a result of displaying amounts in millions, rounding differences may exist in the table. 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.