Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): February 8, 2024

____________________

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 1.01 Entry into a Material Definitive Agreement.

On February 8, 2024, TransUnion Intermediate Holdings, Inc. (“Holdings”), Trans Union LLC (the “Borrower”), certain wholly-owned subsidiaries of TransUnion (the “Company”), Deutsche Bank AG New York Branch, as the administrative agent, and the lenders party thereto entered into Amendment No. 22 (the “Amendment”) to the Third Amended and Restated Credit Agreement, dated as of August 9, 2017 (as amended, amended and restated, supplemented and/or otherwise modified from time to time, including pursuant to the Amendment, collectively, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings given such terms in the Credit Agreement.

Pursuant to the Amendment, the Credit Agreement was amended to refinance in full all of the Borrower’s outstanding 2021 Incremental Term B-6 Loans with a new tranche of Replacement Term Loans in an aggregate principal amount of $1,895,000,000 (the “2024 Replacement Term B-7 Loans”). In addition, all of the obligations under the Loan Documents were reaffirmed in all respects.

The proceeds of the 2024 Replacement Term B-7 Loans were used to refinance in full the Borrower’s outstanding 2021 Incremental Term B-6 Loans and to pay accrued interest, fees and expenses incurred in connection therewith. The 2024 Replacement Term B-7 Loans rank equal in right of payment and equal in right of security with the Revolving Credit Loans, the 2023 Refinancing Term A-4 Loans and the 2019 Replacement Term B-5 Loans.

Holdings and its direct and indirect wholly-owned subsidiaries party to the Credit Agreement and ancillary agreements and documents (other than the Borrower) continue to provide an unconditional guaranty of all amounts owing under the Credit Agreement. With certain exceptions, the obligations are secured by a first-priority security interest in substantially all of the assets of the Borrower, Holdings and the other guarantors, including their investments in subsidiaries. The Credit Agreement contains various restrictions and nonfinancial covenants, including restrictions on dividends, investments, dispositions, future borrowings and other specified payments, which were unchanged by the Amendment.

The Borrower is required to make quarterly amortization payments on the 2024 Replacement Term B-7 Loans in an amount equal to $4,737,500 per quarter beginning with the quarter ended June 30, 2024. The 2024 Replacement Term B-7 Loans will mature on December 1, 2028.

The interest rates on the 2024 Replacement Term B-7 Loans are based, at the Borrower’s election, on (1) term SOFR, subject to a 0.50% floor, plus an applicable margin of 2.00% or (2) an alternate base rate plus an applicable margin of 1.00%.

Item 2.02 Results of Operations and Financial Condition.

On February 13, 2024, the Company issued a press release announcing results for the quarter ended December 31, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 13, 2024, management reviewed a slide presentation during the Company’s fiscal 2023 fourth quarter earnings conference call. The presentation materials are attached hereto as Exhibit 99.2 and incorporated herein by reference. These materials may also be used by the Company at one or more subsequent conferences with analysts, investors, or other stakeholders.

The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press release of TransUnion dated February 13, 2024, announcing results for the quarter ended December 31, 2023.
99.2			Earnings call presentation materials for the quarter ended December 31, 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: February 13, 2024	By:	/s/ Todd M. Cello
	Name:	Todd M. Cello
	Title:	Executive Vice President, Chief Financial Officer

Exhibit 99.1


						News Release

TransUnion Announces Fourth Quarter and Full-Year 2023 Results

•Grew revenue by 6 percent (5 percent organic constant currency) in the fourth quarter with growth across all segments led by International; grew 2023 full-year revenue by 3 percent

•Announced next step in transformation program, which is expected to deliver $120 to $140 million of annualized operating expense savings and $70 to $80 million capital expenditure reduction in 2026 relative to 2023 levels

•Prepaid $25 million in debt in the fourth quarter and $250 million in full year 2023

•Providing 2024 financial guidance, we expect to deliver 3 percent to 5 percent revenue growth

CHICAGO, February 13, 2024 - TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter and full-year ended December 31, 2023.

Fourth Quarter 2023 Results

Revenue:

•Total revenue for the quarter was $954 million, an increase of 6 percent (5 percent on an organic constant currency basis), compared with the fourth quarter of 2022.

Earnings:

•Net income attributable to TransUnion was $6 million for the quarter, compared with $46 million for the fourth quarter of 2022. Diluted earnings per share was $0.03, compared with $0.24 in the fourth quarter of 2022. Net income attributable to TransUnion margin was 1 percent, compared with 5 percent in the fourth quarter of 2022. Our fourth quarter 2023 net income attributable to TransUnion, diluted earnings per share and net income attributable to TransUnion margin include expenses associated with our transformation plan, as described below.

•Adjusted Net Income was $156 million for the quarter, compared with $152 million for the fourth quarter of 2022. Adjusted Diluted Earnings per Share for the quarter was $0.80, compared with $0.78 in the fourth quarter of 2022.

•Adjusted EBITDA was $326 million for the quarter, an increase of 1 percent (1 percent on a constant currency basis) compared with the fourth quarter of 2022. Adjusted EBITDA margin was 34 percent, compared with 36 percent in the fourth quarter of 2022.

“TransUnion ended the year by exceeding our fourth quarter financial guidance for revenue, Adjusted EBITDA and Adjusted Diluted EPS and re-accelerating revenue growth,” said Chris Cartwright, President and CEO. “U.S. Markets grew as lending and marketing activity remained subdued but consistent with prior quarter. Our International segment again grew double-digits, led by India, Canada, Asia Pacific and Africa.”

“In the fourth quarter, we also announced and began the next step in our transformation program, aimed at optimizing our operating model and streamlining our technology onto a common product delivery platform, branded OneTru. We expect this two-year program to drive material cost savings while accelerating innovation and increasing organic growth.”

“In 2024, we expect to deliver 3 to 5 percent revenue growth with expanding Adjusted EBITDA margins, assuming slow economic growth and no in-year benefits from interest rate cuts. Our innovative solutions and diversified vertical, product and geographic portfolio continue to drive performance and we believe position us to accelerate growth as lending and marketing activity recovers.”

Fourth Quarter 2023 Segment Results

U.S. Markets:

U.S. Markets revenue was $608 million, an increase of 3 percent compared with the fourth quarter of 2022.

•Financial Services revenue was $305 million, an increase of 3 percent compared with the fourth quarter of 2022.

•Emerging Verticals revenue was $303 million, an increase of 2 percent compared with the fourth quarter of 2022.

Adjusted EBITDA was $202 million, consistent with the fourth quarter of 2022.

International:

International revenue was $215 million, an increase of 14 percent (13 percent on a constant currency basis) compared with the fourth quarter of 2022.

•Canada revenue was $36 million, an increase of 14 percent (14 percent on a constant currency basis) compared with the fourth quarter of 2022.

•Latin America revenue was $31 million, an increase of 13 percent (5 percent on a constant currency basis) compared with the fourth quarter of 2022.

•United Kingdom revenue was $51 million, an increase of 6 percent (flat on a constant currency basis) compared with the fourth quarter of 2022.

•Africa revenue was $16 million, an increase of 3 percent (12 percent on a constant currency basis) compared with the fourth quarter of 2022.

•India revenue was $57 million, an increase of 28 percent (30 percent on a constant currency basis) compared with the fourth quarter of 2022.

•Asia Pacific revenue was $23 million, an increase of 14 percent (13 percent on a constant currency basis) compared with the fourth quarter of 2022.

Adjusted EBITDA was $95 million, an increase of 15 percent (13 percent on a constant currency basis) compared with the fourth quarter of 2022.

Consumer Interactive:

Consumer Interactive revenue was $150 million, an increase of 7 percent compared with the fourth quarter of 2022.

Adjusted EBITDA was $68 million, a decrease of 6 percent compared with the fourth quarter of 2022.

Full Year 2023 Results

Revenue:

•Total revenue for the year was $3,831 million, an increase of 3 percent (4 percent on a constant currency basis, 3 percent on an organic constant currency basis) compared with 2022.

Earnings:

•Net (loss) income attributable to TransUnion was $(206) million for the year, compared with $266 million in 2022. Diluted (loss) earnings per share was $(1.07), compared with $1.38 in 2022. Net (loss) income attributable to TransUnion margin was (5) percent, compared with 7 percent in 2022. Our 2023 net (loss) attributable to TransUnion, diluted (loss) earnings per share and net (loss) attributable to TransUnion margin include expenses associated with our transformation plan, as described below, and a goodwill impairment recognized in the third quarter of 2023.

•Adjusted Net Income was $655 million for the year, compared with $699 million in 2022. Adjusted Diluted Earnings per Share was $3.37, compared with $3.62 in 2022.

•Adjusted EBITDA was $1,344 million for the year, essentially flat (an increase of 1 percent on a constant currency basis, 1 percent on an organic constant currency basis) compared with 2022. Adjusted EBITDA margin was 35 percent, compared with 36 percent in 2022.

Transformation Plan

On November 15, 2023, we announced a multi-year transformation plan to optimize our operating model and continue to advance our technology. In the fourth quarter of 2023, we incurred total expenses associated with this transformation plan of $78 million, comprised of restructuring expenses for employee separation and non-cash impairment charges associated with leased facilities, as well as other business optimization expenses. See our Annual Report on Form 10-K for the year ended December 31, 2023, to be filed with the Securities and Exchange Commission (“SEC”) later this month for further information regarding this matter.

Liquidity and Capital Resources

Cash and cash equivalents were $480 million at December 31, 2023 and $585 million at December 31, 2022. For the twelve months ended December 31, 2023, we prepaid $250 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand. We also used proceeds from the October 27, 2023 refinancing of our Senior Secured Term Loan A-3 to prepay $300 million of Senior Secured Term Loan B-6. Additionally, we refinanced our existing revolving credit facility with a new tranche of revolving credit commitments in an aggregate principal amount of $600 million (an increase of $300 million).

On February 8, 2024, the Company refinanced its Senior Secured Term Loan B-6. The aggregate principal amount of this debt instrument immediately following the transaction was approximately $1.9 billion. As a result of the transaction, the margin was set to 2.00% and is no longer a function of our total net leverage ratio. Additionally, the credit spread adjustment was removed. The new pricing on our debt is SOFR plus margin of 2.00%. The Senior Secured Term Loan B-6 remains subject to quarterly principal payments with the remaining balance due December 1, 2028.

For the twelve months ended December 31, 2023, cash provided by operating activities of continuing operations was $649 million compared with cash provided by operating activities of continuing operations of $301 million in 2022. The increase in cash provided by operating activities of 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. Cash used in investing activities of continuing operations was $319 million for 2023 compared with $719 million in 2022. The decrease in cash used in investing activities of continuing operations was due primarily to a net decrease in cash outflows for acquisitions and divestitures, partially offset by the proceeds from the sale of discontinued operations. Capital expenditures as a percent of revenue represented 8% for 2023 and 2022. For 2023, cash used in financing activities of continuing operations was $439 million compared with $821 million in 2022. Cash used in financing activities of continuing operations decreased due primarily to a decrease in debt payments and cash used to pay employee taxes on restricted stock units.

Revision of Previously Issued Financial Statements

understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income or net income. This error was incremental to the classification error of employee costs related to certain of our recent acquisitions that was identified in the second quarter of 2023. In addition, we corrected an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. We will provide additional information regarding this matter in our Annual Report on Form 10-K for the year ended December 31, 2023.

A summary of the revision to the impacted financial statement line items in the Company’s previously issued Consolidated Statements of Operations is shown on Schedule 8, “Revision of Previously Issued Financial Statements.”

As a result of the classification error described above, the Company identified a material weakness in its internal control over financial reporting.

First Quarter and Full Year 2024 Outlook

Our guidance is based on a number of assumptions that are subject to change, many of which are outside of the control of the Company, including general macroeconomic conditions, interest rates and inflation. There are numerous evolving factors that we may not be able to accurately predict. There can be no assurance that the Company will achieve the results expressed by this guidance.


	Three Months Ended March 31, 2024						Twelve Months Ended December 31, 2024
(in millions, except per share data)	Low			High			Low			High
Revenue, as reported	$	971		$	980		$	3,960		$	4,020
Revenue growth1:
As reported	3		%	4		%	3		%	5		%
Constant currency1, 2	3		%	4		%	3		%	5		%
Organic constant currency1, 3	3		%	4		%	3		%	5		%

Net income attributable to TransUnion	$	22		$	27		$	211		$	244
Net income attributable to TransUnion growth	(58)		%	(49)		%	202		%	218		%
Net income attributable to TransUnion margin	2.3		%	2.7		%	5.3		%	6.1		%

Diluted Earnings per Share	$	0.11		$	0.14		$	1.08		$	1.24
Diluted Earnings per Share growth	(59)		%	(49)		%	202		%	217		%

Adjusted EBITDA, as reported5	$	324		$	331		$	1,398		$	1,441
Adjusted EBITDA growth, as reported4	1		%	3		%	4		%	7		%
Adjusted EBITDA margin	33.4		%	33.8		%	35.3		%	35.8		%

Adjusted Diluted Earnings per Share5	$	0.79		$	0.81		$	3.57		$	3.74
Adjusted Diluted Earnings per Share growth	(2)		%	1		%	6		%	11		%

1.Additional revenue growth assumptions:

a.The impact of changing foreign currency exchange rates is expected to have an insignificant impact for Q1 2024 and FY 2024.

b.There is no impact from recent acquisitions for Q1 2024 and FY 2024.

c.The impact of mortgage is expected to be approximately 1 point of benefit for Q1 2024 and 1.5 points of benefit for FY 2024. 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. There is no impact from recent business acquisitions in Q1 2024 and FY 2024.

4. Additional Adjusted EBITDA assumptions:

a.The impact of changing foreign currency exchange rates is expected to have an insignificant impact for Q1 2024 and FY 2024.

5.For a reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures, refer to Schedule 7 of this Earnings Release.

Earnings Webcast Details

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

About TransUnion (NYSE: TRU)

TransUnion is a global information and insights company with over 13,000 associates operating in more than 30 countries. We make trust possible by ensuring each person is reliably represented in the marketplace. We do this with a Tru™ picture of each person: an actionable view of consumers, stewarded with care. Through our acquisitions and technology investments we have developed innovative solutions that extend beyond our strong foundation in core credit into areas such as marketing, fraud, risk and advanced analytics. As a result, consumers and businesses can transact with confidence and achieve great things. We call this Information for Good® — and it leads to economic opportunity, great experiences and personal empowerment for millions of people around the world.

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.

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, including the impact on the carrying value of our assets in all of the markets where we operate;

•our ability to provide competitive services and prices;

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

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

•our ability to deliver services timely without interruption;

•our ability to maintain our access to data sources;

•government regulation and changes in the regulatory environment;

•litigation or regulatory proceedings;

•our ability to effectively manage our costs;

•our efforts to execute our transformation plan and achieve the anticipated benefits and savings;

•our ability to remediate existing material weaknesses in internal control over financial reporting and maintain effective internal control over financial reporting or disclosure controls and procedures;

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

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

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

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

•our ability to acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;

•our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;

•our ability to defend our intellectual property from infringement claims by third parties;

•geopolitical conditions and other risks associated with our international operations;

•the ability of our outside service providers and key vendors to fulfill their obligations to us;

•further consolidation in our end-customer markets;

•the increased availability of free or inexpensive consumer information;

•losses against which we do not insure;

•our ability to make timely payments of principal and interest on our indebtedness;

•our ability to satisfy covenants in the agreements governing our indebtedness;

•our ability to maintain our liquidity;

•share repurchase plans; and

•our reliance on key management personnel.

There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, to be filed with the SEC in February 2024, and our Annual Report on Form 10-K for the year ended December 31, 2022, as well as our quarterly reports for the quarters ended September 30, 2023, June 30, 2023 and March 31, 2023, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

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

For More Information

E-mail: Investor.Relations@transunion.com

Telephone: 312.985.2860

TRANSUNION AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

(in millions, except per share data)


	December 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	479.9	$	585.3
Trade accounts receivable, net of allowance of $16.4 and $11.0	721.5		602.2
Other current assets	275.9		262.7
Total current assets	1,477.3		1,450.2
Property, plant and equipment, net of accumulated depreciation and amortization of $804.4 and $711.3	199.3		218.2
Goodwill	5,176.0		5,551.4
Other intangibles, net of accumulated amortization of $2,719.8 and $2,268.6	3,515.3		3,675.5
Other assets	739.4		771.0
Total assets	$	11,107.3	$	11,666.3
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	253.5	$	250.4
Short-term debt and current portion of long-term debt	89.6		114.6
Other current liabilities	661.8		540.5
Total current liabilities	1,004.9		905.5
Long-term debt	5,250.8		5,555.5
Deferred taxes	592.9		762.0
Other liabilities	153.2		173.9
Total liabilities	7,001.8		7,396.9
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2023 and December 31, 2022; 200.0 million and 198.7 million shares issued as of December 31, 2023 and December 31, 2022, respectively; and 193.8 million and 192.7 million shares outstanding as of December 31, 2023 and December 31, 2022, respectively	2.0		2.0
Additional paid-in capital	2,412.9		2,290.3
Treasury stock at cost; 6.2 million and 6.0 million shares at December 31, 2023 and December 31, 2022, respectively	(302.9)		(284.5)
Retained earnings	2,157.1		2,446.6
Accumulated other comprehensive loss	(260.9)		(284.5)
Total TransUnion stockholders’ equity	4,008.2		4,169.9
Noncontrolling interests	97.3		99.5
Total stockholders’ equity	4,105.5		4,269.4
Total liabilities and stockholders’ equity	$	11,107.3	$	11,666.3

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Revenue	$	954.3	$	902.1	$	3,831.2	$	3,709.9
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	380.6		354.6		1,517.3		1,385.1
Selling, general and administrative	303.9		273.9		1,171.6		1,179.4
Depreciation and amortization	133.3		130.1		524.4		519.0
Goodwill impairment	—		—		414.0		—
Restructuring	75.3		—		75.3		—
Total operating expenses	893.0		758.5		3,702.7		3,083.5
Operating income	61.3		143.5		128.5		626.3
Non-operating income and (expense)
Interest expense	(71.0)		(67.5)		(288.2)		(230.9)
Interest income	5.7		1.6		20.7		4.7
Earnings from equity method investments	4.6		3.3		16.3		13.0
Other (expense) income, net	(6.4)		(9.8)		(22.7)		(30.0)
Total non-operating (expense) and income	(67.1)		(72.4)		(273.9)		(243.3)
(Loss) income from continuing operations before income taxes	(5.8)		71.2		(145.3)		383.0
Benefit (provision) for income taxes	15.4		(35.8)		(44.7)		(118.9)
Income (loss) from continuing operations	9.5		35.3		(190.1)		264.1
Discontinued operations, net of tax	—		15.0		(0.7)		17.4
Net income (loss)	9.5		50.4		(190.8)		281.5
Less: net income attributable to noncontrolling interests	(3.5)		(3.9)		(15.4)		(15.2)
Net income (loss) attributable to TransUnion	$	6.1	$	46.4	$	(206.2)	$	266.3

Income (loss) from continuing operations	$	9.5	$	35.3	$	(190.1)	$	264.1
Less: income from continuing operations attributable to noncontrolling interests	(3.5)		(3.9)		(15.4)		(15.2)
Income (loss) from continuing operations attributable to TransUnion	6.0		31.4		(205.4)		248.9
Discontinued operations, net of tax	—		15.0		(0.7)		17.4
Net income (loss) attributable to TransUnion	$	6.1	$	46.4	$	(206.2)	$	266.3

Basic earnings (loss) per common share from:
Income (loss) from continuing operations attributable to TransUnion	$	0.03	$	0.16	$	(1.06)	$	1.29
Discontinued operations, net of tax	—		0.08		—		0.09
Net income (loss) attributable to TransUnion	$	0.03	$	0.24	$	(1.07)	$	1.38
Diluted earnings (loss) per common share from:
Income (loss) from continuing operations attributable to TransUnion	$	0.03	$	0.16	$	(1.06)	$	1.29
Discontinued operations, net of tax	—		0.08		—		0.09
Net income (loss) attributable to TransUnion	$	0.03	$	0.24	$	(1.07)	$	1.38
Weighted-average shares outstanding:
Basic	193.7		192.7		193.4		192.5
Diluted	194.3		193.1		193.4		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)


	Twelve Months Ended December 31,
	2023		2022
Cash flows from operating activities:
Net (loss) income	$	(190.8)	$	281.5
Less: Discontinued operations, net of tax	(0.7)		17.4
(Loss) income from continuing operations	(190.1)		264.1
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	524.4		519.0
Goodwill impairment	414.0		—
Loss on repayment of loans	7.6		9.4
Deferred taxes	(162.7)		(88.9)
Stock-based compensation	100.3		82.8
Other	26.0		22.6
Changes in assets and liabilities:
Trade accounts receivable	(133.6)		(37.5)
Other current and long-term assets	(12.7)		(17.7)
Trade accounts payable	(4.3)		(20.7)
Other current and long-term liabilities	80.4		(432.1)
Cash provided by operating activities of continuing operations	649.3		301.0
Cash used in operating activities of discontinued operations	(0.2)		(3.8)
Cash provided by operating activities	649.1		297.2
Cash flows from investing activities:
Capital expenditures	(310.7)		(298.2)
Proceeds from sale/maturity of other investments	82.3		143.5
Purchases of other investments	(53.5)		(146.1)
Investments in consolidated affiliates, net of cash acquired	—		(508.1)
Investments in nonconsolidated affiliates and purchase of convertible notes	(36.9)		(16.2)
Payment related to disposal of discontinued operations	(0.5)		103.6
Other	0.4		2.7
Cash used in investing activities of continuing operations	(318.9)		(718.8)
Cash used in investing activities of discontinued operations	—		(5.1)
Cash used in investing activities	(318.9)		(723.9)
Cash flows from financing activities:
Proceeds from Term Loans	655.8		—

Repayments of Term Loans	(347.7)		—
Repayments of debt	(650.0)		(714.6)
Debt financing fees	(3.3)		—
Proceeds from issuance of common stock and exercise of stock options	23.1		18.7
Dividends to shareholders	(81.8)		(77.8)
Employee taxes paid on restricted stock units recorded as treasury stock	(18.4)		(32.5)
Payment of contingent consideration	—		(2.8)
Distributions to noncontrolling interests	(16.5)		(11.5)
Cash used in financing activities of continuing operations	(438.8)		(820.5)
Effect of exchange rate changes on cash and cash equivalents	3.2		(9.9)
Net change in cash and cash equivalents	(105.4)		(1,257.1)
Cash and cash equivalents, beginning of period	585.3		1,842.4
Cash and cash equivalents, end of period	$	479.9	$	585.3

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

TRANSUNION AND SUBSIDIARIES

Non-GAAP Financial Measures

We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income (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 tables below.

We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.

Our board of directors and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.

Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.

Consolidated Adjusted EBITDA

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

•Discontinued operations, net of tax, as reported on our consolidated statements of operations. We exclude discontinued operations, net of tax because we believe it does not reflect the underlying and ongoing performance of our business operations.

•Net interest expense, which is the sum of interest expense and interest income as reported on our consolidated statements of operations.

•Provision for income taxes, as reported on our consolidated statements of operations.

•Depreciation and amortization, as reported on our consolidated statements of operations.

•Goodwill impairment, as reported on our consolidated statements of operations. We exclude goodwill impairment because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations during that period and such expense can vary significantly between periods.

•Stock-based compensation is used as an incentive to engage and retain our employees. It is predominantly a non-cash expense. We exclude stock-based compensation because it may not correlate to the underlying performance of our business operations during the period since it is measured at the grant date fair value and it is subject to variability as a result of performance conditions and timing of grants. These expenses are reported within cost of services and selling, general and administrative on our consolidated statements of operations.

•Operating model optimization program represents employee separation costs, facility lease exit costs, and other business process optimization expenses incurred in connection with the transformation plan discussed

further in “Results of Operations - Factors Affecting Our Results of Operations.” We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business. Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported in primarily in selling, general and administrative and restructuring expenses on our consolidated statements of operations.

•Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023. Project Rise was announced in February 2020 and was originally expected to be completed in 2022. Following our acquisition of Neustar in December 2021, we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement our cloud-based technology already under development as part of Project Rise. As a result, we extended Project Rise’s timeline to 2024 and increased the total estimated cost to approximately $240 million. In November 2023, we announced our plans to further leverage Neustar’s technology to standardize and streamline our product delivery platforms and to build a single global platform for fulfillment of our product lines. The additional investment is expected to be approximately $90 million during 2024 and 2025 and represents the final phase of the technology investment in our global technology infrastructure and core customer applications. We expect that the accelerated technology investment will fundamentally transform our technology infrastructure by implementing a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance, and enable a continuous improvement approach to avoid the need for another major technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and performant hybrid cloud infrastructure requires us to dedicate separate resources in order to develop the new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our existing technology team to ensure no disruptions to our customers. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur after the program has been completed and are not representative of our underlying operating performance. Therefore, we believe that excluding these costs from our non-GAAP measures provides a better reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.

•Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses associated with specific transactions (exploratory or executed) and consist of (i) transaction and integration costs, (ii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period, (iii) fair value and impairment adjustments related to investments and call and put options, (iv) transition services agreement income, and (v) a loss on disposal of a business. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary depending upon the timing of such transactions. These expenses are reported in costs of services, selling, general and administrative and other income and (expenses), net, on our consolidated statements of operations.

•Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and refinancing, (ii) currency remeasurement on foreign operations, (iii) other debt financing expenses consisting primarily of revolving credit facility deferred financing fee amortization and commitment fees and expenses associated with ratings agencies and interest rate hedging, (iv) legal and regulatory expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income. These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our consolidated statements of operations.

Consolidated Adjusted EBITDA Margin

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

Adjusted Net Income

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

•Discontinued operations, net of tax (see Consolidated Adjusted EBITDA above)

•Goodwill impairment (see Consolidated Adjusted EBITDA above)

•Amortization of certain intangible assets presents non-cash amortization expenses related to assets that arose from our 2012 change in control transaction and business combinations occurring after our 2012 change in control. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary dependent upon the timing of the transactions that give rise to these assets. Amortization of intangible assets is included in depreciation and amortization on our consolidated statements of operations.

•Stock-based compensation (see Consolidated Adjusted EBITDA above)

•Operating model optimization program (see Consolidated Adjusted EBITDA above)

•Accelerated technology investment (see Consolidated Adjusted EBITDA above)

•Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA above)

•Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other debt financing expenses and certain other miscellaneous income and expense that are included in the adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted Net Income.

•Total adjustments for income taxes relates to the cumulative adjustments discussed below for Adjusted Provision for Income Taxes. This adjustment is made for the reasons indicated in Adjusted Provision for Income Taxes below. Adjustments related to the provision for income taxes are included in the line item by this name on our consolidated statement of operations.

Adjusted Diluted Earnings Per Share

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

Adjusted Provision for Income Taxes

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

•Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted Net Income described above. The tax rate applied to each adjustment is based on the nature of each line item. We include the tax effect of the adjustments made to adjusted net income to provide a comprehensive view of our adjusted net income.

•Excess tax expense (benefit) for stock-based compensation is the permanent difference between expenses recognized for book purposes and expenses recognized for tax purposes, in each case related to stock-based compensation expense. We exclude this amount from the adjusted tax provision for income taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of Adjusted Net Income.

•Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and reserves related to prior periods, and (iv) other non-recurring items. We exclude these items because they create variability that impacts comparability between periods.

Adjusted Effective Tax Rate

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

Leverage Ratio

Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. 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.

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.

Free cash flow is defined as cash provided by operating activities less capital expenditures and is a measure we may refer to.

Refer to Schedules 1 through 7 for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure.

SCHEDULE 1

TRANSUNION AND SUBSIDIARIES

Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC

(Unaudited)


	For the Three Months Ended December 31, 2023 compared with the Three Months Ended December 31, 2022
	Reported		CC Growth1		Inorganic2		Organic Growth3		Organic CC Growth4
Revenue:
Consolidated	5.8	%	5.4	%	—	%	5.8	%	5.4	%
U.S. Markets	2.6	%	2.6	%	—	%	2.6	%	2.6	%
Financial Services	2.9	%	2.9	%	—	%	2.9	%	2.9	%
Emerging Verticals	2.2	%	2.2	%	—	%	2.2	%	2.2	%
International	14.2	%	12.6	%	—	%	14.2	%	12.6	%
Canada	13.6	%	13.8	%	—	%	13.6	%	13.8	%
Latin America	13.4	%	5.3	%	—	%	13.4	%	5.3	%
United Kingdom	5.8	%	0.1	%	—	%	5.8	%	0.1	%
Africa	3.2	%	11.5	%	—	%	3.2	%	11.5	%
India	28.4	%	30.1	%	—	%	28.4	%	30.1	%
Asia Pacific	13.7	%	12.9	%	—	%	13.7	%	12.9	%
Consumer Interactive	6.6	%	6.5	%	—	%	6.6	%	6.5	%

Adjusted EBITDA:
Consolidated	1.5	%	1.2	%	—	%	1.5	%	1.2	%
U.S. Markets	0.3	%	0.3	%	—	%	0.3	%	0.3	%
International	14.7	%	13.2	%	—	%	14.7	%	13.2	%
Consumer Interactive	(5.5)	%	(5.0)	%	—	%	(5.5)	%	(5.0)	%

SCHEDULE 1

TRANSUNION AND SUBSIDIARIES

Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC

(Unaudited)


	For the Twelve Months Ended December 31, 2023 compared with the Twelve Months Ended December 31, 2022
	Reported		CC Growth1		Inorganic2		Organic Growth3		Organic CC Growth4
Revenue:
Consolidated	3.3	%	3.9	%	0.5	%	2.7	%	3.3	%
U.S. Markets	2.3	%	2.3	%	0.8	%	1.5	%	1.5	%
Financial Services	2.0	%	2.0	%	1.6	%	0.4	%	0.4	%
Emerging Verticals	2.7	%	2.7	%	—	%	2.7	%	2.7	%
International	9.2	%	12.2	%	—	%	9.2	%	12.2	%
Canada	8.8	%	12.8	%	—	%	8.8	%	12.8	%
Latin America	6.8	%	6.1	%	—	%	6.8	%	6.1	%
United Kingdom	(2.8)	%	(3.3)	%	—	%	(2.8)	%	(3.3)	%
Africa	(1.8)	%	10.9	%	—	%	(1.8)	%	10.9	%
India	25.6	%	32.1	%	—	%	25.6	%	32.1	%
Asia Pacific	16.7	%	17.2	%	—	%	16.7	%	17.2	%
Consumer Interactive	(0.9)	%	(0.9)	%	—	%	(0.9)	%	(0.9)	%

Adjusted EBITDA:
Consolidated	(0.1)	%	0.7	%	(0.2)	%	0.2	%	0.9	%
U.S. Markets	(2.6)	%	(2.6)	%	(0.4)	%	(2.2)	%	(2.2)	%
International	9.8	%	12.7	%	—	%	9.8	%	12.7	%
Consumer Interactive	(1.5)	%	(1.2)	%	—	%	(1.5)	%	(1.2)	%

1.Constant Currency (“CC”) growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.

2.Inorganic growth rate represents growth attributable to the first twelve months of activity for recent business acquisitions.

3.Organic growth rate is the reported growth rate less the inorganic growth rate.

4.Organic CC growth rate is the CC growth rate less inorganic growth rate.

SCHEDULE 2

TRANSUNION AND SUBSIDIARIES

Consolidated and Segment Revenue, Adjusted EBITDA, and Adjusted EBITDA Margins (Unaudited)

(dollars in millions)


	Three Months Ended December 31,						Twelve Months Ended December 31,
	2023			2022			2023			2022
Revenue:
U.S. Markets gross revenue
Financial Services	$	305.2		$	296.5		$	1,280.3		$	1,255.1
Emerging Verticals	303.0			296.3			1,223.9			1,192.1
U.S. Markets gross revenue	$	608.2		$	592.8		$	2,504.2		$	2,447.3

International gross revenue
Canada	$	36.3		$	32.0		$	139.5		$	128.2
Latin America	31.3			27.6			120.6			112.9
United Kingdom	51.3			48.4			197.2			203.0
Africa	16.3			15.8			60.6			61.7
India	57.1			44.4			218.8			174.2
Asia Pacific	23.0			20.2			88.6			75.9
International gross revenue	$	215.2		$	188.5		$	825.3		$	755.9

Consumer Interactive gross revenue	$	150.3		$	141.0		$	579.7		$	585.3

Total gross revenue	$	973.6		$	922.3		$	3,909.3		$	3,788.4

Intersegment revenue eliminations
U.S. Markets	$	(17.7)		$	(18.4)		$	(71.7)		$	(71.5)
International	(1.4)			(1.5)			(5.7)			(6.0)
Consumer Interactive	(0.2)			(0.3)			(0.6)			(1.1)
Total intersegment revenue eliminations	$	(19.3)		$	(20.2)		$	(78.1)		$	(78.6)

Total revenue as reported	$	954.3		$	902.1		$	3,831.2		$	3,709.9

Adjusted EBITDA:
U.S. Markets	$	201.7		$	201.1		$	846.8		$	869.0
International	94.6			82.5			361.5			329.3
Consumer Interactive	68.3			72.3			278.2			282.3
Corporate	(38.6)			(34.6)			(142.8)			(135.7)

Adjusted EBITDA margin:1
U.S. Markets	33.2		%	33.9		%	33.8		%	35.5		%
International	44.0		%	43.8		%	43.8		%	43.6		%
Consumer Interactive	45.5		%	51.3		%	48.0		%	48.2		%

1.Segment Adjusted EBITDA margins are calculated using segment gross revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA Margin is calculated using total revenue as reported and consolidated Adjusted EBITDA.


	Three Months Ended December 31,						Twelve Months Ended December 31,
	2023			2022			2023			2022
Reconciliation of net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA:
Net income (loss) attributable to TransUnion6	$	6.1		$	46.4		$	(206.2)		$	266.3
Discontinued operations, net of tax	—			(15.0)			0.7			(17.4)
Income (loss) from continuing operations attributable to TransUnion6	$	6.0		$	31.4		$	(205.4)		$	248.9
Net interest expense	65.4			65.9			267.5			226.2
(Benefit) provision for income taxes6	(15.4)			35.8			44.7			118.9
Depreciation and amortization	133.3			130.1			524.4			519.0
EBITDA6	$	189.4		$	263.1		$	631.2		$	1,113.1
Adjustments to EBITDA:
Goodwill impairment	$	—		$	—		$	414.0		$	—
Stock-based compensation	27.3			20.3			100.6			81.1
Operating model optimization program1	77.6			—			77.6			—
Accelerated technology investment2,6	17.0			19.2			70.6			54.0
Mergers and acquisitions, divestitures and business optimization3	10.1			14.3			34.6			50.7
Net other4	4.6			4.4			15.2			46.1
Total adjustments to EBITDA6	$	136.6		$	58.2		$	712.5		$	231.9
Consolidated Adjusted EBITDA6	$	326.0		$	321.3		$	1,343.7		$	1,344.9

Net income (loss) attributable to TransUnion margin6	0.6		%	5.1		%	(5.4)		%	7.2		%
Consolidated Adjusted EBITDA Margin5,6	34.2		%	35.6		%	35.1		%	36.3		%

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

1.Consists of restructuring expenses of $71.9 million related to employee separation costs and $3.4 million related to non-cash facility lease impairments, as well as $2.3 million related to business process optimization expenses included primarily in selling, general and administrative.

2.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform including the redundant software costs during the migration period as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Foundational Capabilities	$	8.0	$	11.6	$	35.8	$	34.1
Migration Management	7.7		6.2		29.6		14.6
Program Enablement	1.3		1.4		5.2		5.3
Total accelerated technology investment	$	17.0	$	19.2	$	70.6	$	54.0

3.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Transaction and integration costs	$	9.9	$	10.1	$	30.9	$	56.9
Post-acquisition adjustments	(0.5)		—		4.3		(3.4)
Fair value and impairment adjustments	0.9		5.0		1.6		4.0
Transition services agreement income	(0.1)		(0.8)		(2.5)		(6.8)
Loss on business disposal	—		—		0.3		—
Total mergers and acquisitions, divestitures and business optimization	$	10.1	$	14.3	$	34.6	$	50.7

4.Net other consisted of the following adjustments:


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Deferred loan fee expense from debt prepayments and refinancing	$	6.2	$	2.8	$	9.3	$	9.3
Currency remeasurement on foreign operations	(1.8)		1.0		4.8		6.3
Other debt financing expenses	0.7		0.4		2.2		1.7
Legal and regulatory expenses, net	—		—		—		28.4
Other non-operating (income) and expense	(0.5)		0.1		(1.0)		0.3
Total other adjustments	$	4.6	$	4.4	$	15.2	$	46.1

5.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.

6.Our results for the twelve months ended December 31, 2022 have been adjusted to correct an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment.

SCHEDULE 3

TRANSUNION AND SUBSIDIARIES

Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)

(in millions, except per share data)


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Income (loss) from continuing operations attributable to TransUnion7	$	6.0	$	31.4	$	(205.4)	$	248.9
Discontinued operations, net of tax	—		15.0		(0.7)		17.4
Net income (loss) attributable to TransUnion7	$	6.1	$	46.4	$	(206.2)	$	266.3

Weighted-average shares outstanding:
Basic	193.7		192.7		193.4		192.5
Diluted	194.3		193.1		193.4		193.1

Basic earnings (loss) per common share from:
Income (loss) from continuing operations attributable to TransUnion7	$	0.03	$	0.16	$	(1.06)	$	1.29
Discontinued operations, net of tax	—		0.08		—		0.09
Net income (loss) attributable to TransUnion7	$	0.03	$	0.24	$	(1.07)	$	1.38
Diluted earnings (loss) per common share from:
Income (loss) from continuing operations attributable to TransUnion7	$	0.03	$	0.16	$	(1.06)	$	1.29
Discontinued operations, net of tax	—		0.08		—		0.09
Net income (loss) attributable to TransUnion7	$	0.03	$	0.24	$	(1.07)	$	1.38

Reconciliation of net income (loss) attributable to TransUnion to Adjusted Net Income:
Net income (loss) attributable to TransUnion7	$	6.1	$	46.4	$	(206.2)	$	266.3
Discontinued operations, net of tax	—		(15.0)		0.7		(17.4)
Income (loss) from continuing operations attributable to TransUnion7	$	6.0	$	31.4	$	(205.4)	$	248.9
Adjustments before income tax items:
Goodwill impairment	—		—		414.0		—
Amortization of certain intangible assets	72.4		75.6		293.6		306.7
Stock-based compensation	27.3		20.3		100.6		81.1
Operating model optimization program1	77.6		—		77.6		—
Accelerated technology investment2, 7	17.0		19.2		70.6		54.0
Mergers and acquisitions, divestitures and business optimization3	10.1		14.3		34.6		50.7
Net other4	4.4		3.8		14.0		44.3
Total adjustments before income tax items7	$	208.8	$	133.2	$	1,005.0	$	536.8
Total adjustments for income taxes5,7	$	(58.9)	$	(13.1)	$	(144.1)	$	(86.8)
Adjusted Net Income7	$	156.0	$	151.6	$	655.4	$	698.9

Weighted-average shares outstanding:
Basic	193.7		192.7		193.4		192.5
Diluted	194.3		193.1		194.7		193.1

Adjusted Earnings per Share:7
Basic	$	0.81	$	0.79	$	3.39	$	3.63
Diluted	$	0.80	$	0.78	$	3.37	$	3.62


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Reconciliation of diluted earnings (loss) per share from net income attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings (loss) per common share from:6
Net income (loss) attributable to TransUnion7	$	0.03	$	0.24	$	(1.07)	$	1.38
Discontinued operations, net of tax	—		(0.08)		—		(0.09)
Income (loss) from continuing operations attributable to TransUnion7	$	0.03	$	0.16	$	(1.06)	$	1.29
Adjustments before income tax items:
Goodwill impairment	—		—		2.13		—
Amortization of certain intangible assets	0.37		0.39		1.51		1.59
Stock-based compensation	0.14		0.11		0.52		0.42
Operating model optimization program1	0.40		—		0.40		—
Accelerated technology investment2,7	0.09		0.10		0.36		0.28
Mergers and acquisitions, divestitures and business optimization3	0.05		0.07		0.18		0.26
Net other4	0.02		0.02		0.07		0.23
Total adjustments before income tax items7	$	1.07	$	0.69	$	5.16	$	2.78
Total adjustments for income taxes5,7	(0.30)		(0.07)		(0.74)		(0.45)
Impact of additional dilutive shares6	$	—	$	—	$	0.02	$	—
Adjusted Diluted Earnings per Share7	$	0.80	$	0.78	$	3.37	$	3.62

Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Foundational Capabilities	$	8.0	$	11.6	$	35.8	$	34.1
Migration Management	7.7		6.2		29.6		14.6
Program Enablement	1.3		1.4		5.2		5.3
Total accelerated technology investment	$	17.0	$	19.2	$	70.6	$	54.0

3.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Transaction and integration costs	$	9.9	$	10.1	$	30.9	$	56.9
Post-acquisition adjustments	(0.5)		—		4.3		(3.4)
Fair value and impairment adjustments	0.9		5.0		1.6		4.0
Transition services agreement income	(0.1)		(0.8)		(2.5)		(6.8)
Loss on business disposal	—		—		0.3		—
Total mergers and acquisitions, divestitures and business optimization	$	10.1	$	14.3	$	34.6	$	50.7

4.Net other consisted of the following adjustments:


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Deferred loan fee expense from debt prepayments and refinancing	$	6.2	$	2.8	$	9.3	$	9.3
Currency remeasurement on foreign operations	(1.8)		1.0		4.8		6.3
Legal and regulatory expenses, net	—		—		—		28.4
Other non-operating expense	—		—		—		0.3
Total other adjustments	$	4.4	$	3.8	$	14.0	$	44.3

5. Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.

6. Diluted share counts for Adjusted Diluted Earnings Per Share includes an additional 1.3 million of dilutive securities for the twelve months ended December 31, 2023, which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position for the twelve months ended December 31, 2023.

7. Our results for the twelve months ended December 31, 2022 have been adjusted to correct an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment.

SCHEDULE 4

TRANSUNION AND SUBSIDIARIES

Adjusted Provision for Income Taxes, Effective Tax Rate and Adjusted Effective Tax Rate (Unaudited)

(dollars in millions)


	Three Months Ended December 31,						Twelve Months Ended December 31,
	2023			2022			2023			2022
(Loss) income from continuing operations before income taxes2	$	(5.8)		$	71.2		$	(145.3)		$	383.0
Total adjustments before income tax items from Schedule 32	208.8			133.2			1,005.0			536.8
Adjusted income from continuing operations before income taxes2	$	203.0		$	204.4		$	859.7		$	919.8

Reconciliation of provision for income taxes to Adjusted Provision for Income Taxes
Benefit (provision) for income taxes2	15.4			(35.8)			(44.7)			(118.9)
Adjustments for income taxes:
Tax effect of above adjustments2	(45.5)			(34.1)			(135.6)			(117.4)
Eliminate impact of excess tax expenses/(benefits) for stock-based compensation	0.2			0.6			3.0			(5.0)
Other1	(13.7)			20.4			(11.5)			35.6
Total adjustments for income taxes2	$	(58.9)		$	(13.1)		$	(144.1)		$	(86.8)
Adjusted Provision for Income Taxes2	$	(43.5)		$	(48.9)		$	(188.8)		$	(205.7)

Effective tax rate2	263.1		%	50.3		%	(30.8)		%	31.0		%
Adjusted Effective Tax Rate2	21.4		%	23.9		%	22.0		%	22.4		%

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

1.Other adjustments for income taxes include:


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022
Deferred tax adjustments	$	(13.5)	$	4.7	$	(12.9)	$	6.7
Valuation allowance adjustments	4.8		18.4		4.0		25.7
Return to provision, audit adjustments, and reserves related to prior periods	(3.6)		(3.2)		(1.0)		(0.3)
Other adjustments	(1.4)		0.5		(1.6)		3.5
Total other adjustments	$	(13.7)	$	20.4	$	(11.5)	$	35.6

2. Our results for the twelve months ended December 31, 2022 have been adjusted to correct an immaterial error related to the income tax effect an over accrual of expenses during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment and the income tax effect of this adjustment.

SCHEDULE 5

TRANSUNION AND SUBSIDIARIES

Leverage Ratio (Unaudited)

(dollars in millions)


	Twelve Months Ended December 31,
	2023		2022
Reconciliation of net (loss) income attributable to TransUnion to Consolidated Adjusted EBITDA:
Net (loss) income attributable to TransUnion7	$	(206.2)	$	266.3
Discontinued operations, net of tax	0.7		(17.4)
(Loss) income from continuing operations attributable to TransUnion7	$	(205.4)	$	248.9
Net interest expense	267.5		226.2
Provision for income taxes7	44.7		118.9
Depreciation and amortization	524.4		519.0
EBITDA7	$	631.2	$	1,113.1
Adjustments to EBITDA:
Goodwill impairment	$	414.0	$	—
Stock-based compensation	100.6		81.1
Operating model optimization program1	77.6		—
Accelerated technology investment2,7	70.6		54.0
Mergers and acquisitions, divestitures and business optimization3	34.6		50.7
Net other4	15.2		46.1
Total adjustments to EBITDA7	$	712.5	$	231.9
Consolidated Adjusted EBITDA7	1,343.7		1,344.9
Adjusted EBITDA for Pre-Acquisition Period5	—		6.4
Leverage Ratio Adjusted EBITDA7	$	1,343.7	$	1,351.3

Total debt	$	5,340.4	$	5,670.1
Less: Cash and cash equivalents	479.9		585.3
Net Debt	$	4,860.5	$	5,084.8

Ratio of Net Debt to Net (loss) income attributable to TransUnion7	(23.6)		19.1
Leverage Ratio6,7	3.6		3.8

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


	Twelve Months Ended December 31,
	2023		2022
Foundational Capabilities	$	35.8	$	34.1
Migration Management	29.6		14.6
Program Enablement	5.2		5.3
Total accelerated technology investment	$	70.6	$	54.0

3.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:


	Twelve Months Ended December 31,
	2023		2022
Transaction and integration costs	$	30.9	$	56.9
Post-acquisition adjustments	4.3		(3.4)
Fair value and impairment adjustments	1.6		4.0
Transition services agreement income	(2.5)		(6.8)
Loss on business disposal	0.3		—
Total mergers and acquisitions, divestitures and business optimization	$	34.6	$	50.7

4.Net other consisted of the following adjustments:


	Twelve Months Ended December 31,
	2023		2022
Deferred loan fee expense from debt prepayments and refinancing	$	9.3	$	9.3
Currency remeasurement on foreign operations	4.8		6.3
Other debt financing expenses	2.2		1.7
Legal and regulatory expenses, net	—		28.4
Other non-operating (income) and expense	(1.0)		0.3
Total other adjustments	$	15.2	$	46.1

5.For years in which we made significant acquisitions, we have included a twelve-month period of adjusted EBITDA including Adjusted EBITDA for the period prior to our acquisition. The twelve months ended December 31, 2021 includes the eleven months of Adjusted EBITDA related to Neustar and Sontiq prior to our acquisitions in December 2021. The twelve months ended December 31, 2022 includes the three months of Adjusted EBITDA related to Argus prior to our acquisition in April 2022.

6.We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above.

7. Our results for the twelve months ended December 31, 2022 have been adjusted to correct an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment.

SCHEDULE 6

TRANSUNION AND SUBSIDIARIES

Segment Depreciation and Amortization (Unaudited)

(in millions)


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2023		2022		2023		2022

U.S. Markets	$	92.3	$	89.2	$	359.0	$	352.5
International	30.9		31.2		126.4		126.9
Consumer Interactive	9.0		8.5		34.6		34.8
Corporate	1.1		1.1		4.4		4.9
Total depreciation and amortization	$	133.3	$	130.1	$	524.4	$	519.0

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

SCHEDULE 7

TRANSUNION AND SUBSIDIARIES

Reconciliation of Non-GAAP Guidance (Unaudited)

(in millions, except per share data)


	Three Months Ended March 31, 2024						Twelve Months Ended December 31, 2024
	Low			High			Low			High
Guidance reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion	$	22		$	27		$	211		$	244
Interest, taxes and depreciation and amortization	204			206			848			859
EBITDA	$	226		$	233		$	1,059		$	1,102
Stock-based compensation, mergers, acquisitions, divestitures and business optimization, operating model optimization program, accelerated technology investment, and net other adjustments1	98			98			339			339
Adjusted EBITDA	$	324		$	331		$	1,398		$	1,441

Net income attributable to TransUnion margin	2.3		%	2.7		%	5.3		%	6.1		%
Consolidated Adjusted EBITDA margin2	33.4		%	33.8		%	35.3		%	35.8		%

Guidance reconciliation of diluted earnings per share to Adjusted Diluted Earnings per Share:
Diluted earnings per share	$	0.11		$	0.14		$	1.08		$	1.24
Adjustments to diluted earnings per share1	0.68			0.68			2.49			2.49
Adjusted Diluted Earnings per Share	$	0.79		$	0.81		$	3.57		$	3.74

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)

During the fourth quarter of 2023, the Company identified an error in the classification of certain costs between cost of services and selling, general and administrative in our Consolidated Statements of Operations, which resulted in an understatement of cost of services and an overstatement of selling, general and administrative in equal and offsetting amounts resulting in no impact to total operating expenses, operating income, or net income. This error was incremental to the classification error of employee costs related to certain of our recent acquisitions that was identified in the second quarter of 2023. In addition, we corrected an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months December 31, 2022. We will provide additional information regarding this matter in our Annual Report on Form 10-K for the year ended December 31, 2023, to be filed with the SEC later this month.

A summary of the revision to the impacted financial statement line items in the Company’s previously issued Consolidated Statements of Operations included in our (i) Annual Report on Form 10-K for the year ended December 31, 2022, (ii) Quarterly Reports on Form 10-Q for the three months ended March 31, 2023 and the three and six months ended June 30, 2023, and (iii) Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the three and nine months ended September 30, 2023, is as follows:


	Three Months Ended
	March 31, 20231		June 30, 20232		September 30, 20232
Cost of services (exclusive of depreciation and amortization):
As Reported	$	324.9	$	365.5	$	344.8

Adjustment	55.9		21.5		24.0
As Revised	$	380.8	$	387.0	$	368.8

Selling, general and administrative:
As Reported	$	340.5	$	314.0	$	314.8

Adjustment	(55.9)		(21.5)		(24.0)
As Revised	$	284.6	$	292.5	$	290.8

1.The As Reported amounts represent the originally reported cost of services and selling, general and administrative amounts reported in our Quarterly Report on Form 10-Q for the three months ended March 31, 2023. The Adjustment amounts above includes the correction of employee costs related to certain of our recent acquisitions in the second quarter of 2023 and certain expenses in the fourth quarter of 2023.

2.The As Reported amounts represent the originally reported cost of services and selling, general and administrative amounts reported in our Quarterly Reports on Form 10-Q for the three and six months ended June 30, 2023 and the three and nine months ended September 30, 2023. The Adjustment includes only the classification error for certain expenses identified in the fourth quarter of 2023.


	Three Months Ended December 31, 2022						Twelve Months Ended December 31, 2022
	As Reported1		Adjustment2		As Revised		As Reported1		Adjustment2		As Revised
Cost of services (exclusive of depreciation and amortization)	$	311.2	$	43.4	$	354.6	$	1,222.9	$	162.2	$	1,385.1
Selling, general and administrative	317.3		(43.4)		273.9		1,337.4		(158.0)		1,179.4
Total operating expenses	758.5		—		758.5		3,079.3		4.2		3,083.5
Operating income	143.5		—		143.5		630.5		(4.2)		626.3
Income from continuing operations before income taxes	71.2		—		71.2		387.2		(4.2)		383.0
Provision for income taxes	(35.8)		—		(35.8)		(119.9)		1.0		(118.9)
Income from continuing operations	35.3		—		35.3		267.3		(3.2)		264.1
Net income	50.4		—		50.4		284.7		(3.2)		281.5
Net income attributable to TransUnion	46.4		—		46.4		269.5		(3.2)		266.3

Income from continuing operations attributable to TransUnion	31.4		—		31.4		252.1		(3.2)		248.9

Basic earnings per common share from:
Income from continuing operations attributable to TransUnion	0.16		—		0.16		1.31		(0.02)		1.29
Net income attributable to TransUnion	0.24		—		0.24		1.40		(0.02)		1.38

Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion	0.16		—		0.16		1.31		(0.02)		1.29
Net income attributable to TransUnion	0.24		—		0.24		1.40		(0.02)		1.38

Non-GAAP Measures
Consolidated Adjusted EBITDA	$	321.3	$	—	$	321.3	$	1,346.5	$	(1.6)	$	1,344.9
Adjusted Net Income	151.6		—		151.6		700.1		(1.2)		698.9
Adjusted Diluted Earnings Per Share	0.78		—		0.78		3.62		—		3.62

1.The As Reported amounts in this table were previously reported in a press release issued by the Company and filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 14, 2023, and in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for the twelve months ended December 31, 2022.

2.The Adjustment amounts above include the correction of employee costs related to certain of our recent acquisitions in the second quarter of 2023 and certain expenses in the fourth quarter of 2023. In addition, we corrected an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022.

Fourth Quarter 2023 Earnings February 13, 2024 Chris Cartwright, President and CEO Todd Cello, CFO Exhibit 99.2

2@ Copyright 2024 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, including the impact on the carrying value of our assets in all of the markets where we operate; our ability to provide competitive services and prices; our ability to retain or renew existing agreements with large or long-term customers; our ability to maintain the security and integrity of our data; our ability to deliver services timely without interruption; our ability to maintain our access to data sources; government regulation and changes in the regulatory environment; litigation or regulatory proceedings; our ability to effectively manage our costs; our efforts to execute our transformation plan and achieve the anticipated benefits and savings; our ability to remediate existing material weaknesses in internal control over financial reporting and maintain effective internal control over financial reporting or disclosure controls and procedures; economic and political stability in the United States and international markets where we operate; our ability to effectively develop and maintain strategic alliances and joint ventures; our ability to timely develop new services and the market’s willingness to adopt our new services; our ability to manage and expand our operations and keep up with rapidly changing technologies; our ability to acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions; our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property; geopolitical conditions and other risks associated with our international operations; 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 our Annual Report on Form 10-K for the year ended December 31, 2023, to be filed with the SEC in February 2024, and our Annual Report on Form 10-K for the year ended December 31, 2022, as well as our quarterly reports for the quarters ended September 30, 2023, June 30, 2023 and March 31, 2023, 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 February 13, 2024, announcing results for the quarter and year ended December 31, 2023,” under the heading ‘Non-GAAP Financial Measures,’” furnished to the Securities and Exchange Commission on February 13, 2024. 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 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Fourth quarter 2023 highlights 2024 strategic priorities Fourth quarter 2023 financial results 1 2 3 First quarter and full-year 2024 guidance 4

4@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. *Revenue growth figures referenced above are organic constant currency. Fourth quarter 2023 highlights Revenue, Adjusted EBITDA and Adjusted Diluted EPS exceeded guidance Organic constant currency revenue +5% with growth across all segments 11th straight quarter of double-digit International revenue growth*, led by India, Canada, Asia Pacific and Africa Launched programs to optimize operating model and modernize technology capabilities Prepaid $25M in debt for total of $250M 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.

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 5 Accelerate revenue and earnings growth Leverage Neustar’s capabilities further Execute transformation initiatives 1 2 3 2024 Strategic Priorities

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 66 Anticipate stable to improving market conditions in 2024 Economic growth likely to remain muted throughout year U.S. consumers maintain strength due to high employment and real wage growth Inflation moderating with interest rate cuts expected in 2024 and beyond Credit standards remain tight due to deposit outflows, rising delinquencies and potential capital constraints India growth remains strong; economic outlook similarly muted in U.K., Canada and Latin America Accelerate revenue and earnings growth

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 7 Revenue +3% to +5% Expect stronger 2024 results in low growth but more stable macro environment • Stable economic conditions with steady, albeit slower lending activity • Potential upside in 2nd half if interest rates cuts occur and increase lending • Strong sales in 2023 add to growth; healthy pipeline into 2024 • Insurance growth improves within Emerging Verticals • International growth momentum continues with India leading the way • Pricing by TransUnion and 3rd parties • Revenue flow-through • Cost savings from transformation programs • Acquisition synergies • Prudent cost management • Adjusted EBITDA flow- through • Lower interest expense due to debt prepayments, refinancings and lower SOFR • Additional debt prepayments not included in guidance Accelerate revenue and earnings growth For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Adjusted EBITDA +4% to +7% Adjusted Diluted EPS +6% to +11%

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 8 Neustar expected to grow mid-single digit in 2024 Leverage Neustar capabilities further Organic Revenue Growth Neustar Adjusted EBITDA Margin 14% 1% 0% +Mid-single Digit 8% 6% 5% +Mid-Single Digit FY 2021 FY 2022 FY 2023 FY 2024F U.S. Markets Organic ex-Neustar Neustar Organic 21% 26.5% 31% ~32% FY 2021 FY 2022 FY 2023 FY 2024F Scale Trusted Call Solutions • Grew revenues by ~60% in 2023 to $80M; expect ~40% growth in 2024 • Add new capabilities in the U.S. – branded display, spoofed call blocking • Launching soon in one of TU’s largest international markets Deliver enhanced Marketing products • Next generation Unified identity graph enhances depth, breadth and accuracy of consumer data • Positioned to serve customers during 3rd party cookie deprecation due to strength in 1st party data Accelerate Risk Solutions growth • Consolidate enterprise fraud capabilities into TruValidate to deliver omni-channel fraud mitigation solutions • Invest further in go-to-market capacity For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation.

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 9 Implementing next phase of transformation to reduce costs and accelerate innovation  Optimize operating model • Expand Global Capability Center (GCC) network and drive further work centralization, standardization and automation • ~10% of workforce impacted between position reductions and relocation to GCCs  Modernize technology capabilities • Complete cloud migration (Project Rise) and pivot to modernization • Consolidate onto common solutions enablement platform (OneTru), leveraging Neustar’s proven, data management, analytic and identity strengths • Rationalize foundational infrastructure  ~ $200M free cash flow benefit by 2026 • $120-140M of operating expense savings; half realized in 2024 • Capex ~9% of revenues in 2024, falling to 6% by 2026 or $70-80M* reduction • $355-375M expected one-time expenses to capture benefits, including $65M already budgeted for Project Rise • $78M one-time expenses in Q4 2023; additional ~$200M invested in 2024  Faster innovation at lower cost • Platforms for solutions enablement and infrastructure shorten product development times across seven global product families Execute transformation initiatives *Based on capex reduction from 8% of revenues to 6% on 2023 revenue base Programs Expected Benefits

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 10 Integrating credit, fraud and marketing strengths will fuel growth across all three markets Execute transformation initiatives Why we’re focused here: Feedback loop from solutions increases ability resolve consumer ID Large, growing markets with attractive economics Clear right to win and lead through differentiated offerings and service Complement and enhance our leading core credit position Positions business model for digital era

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 11 OneTru integrates and activates data and analytic assets to power innovation and efficiency • Improve data quality, innovation and time to market • Drive operational efficiency – Rationalize applications and infrastructure – Standardize global services and capabilities – Increase engineering capacity for innovation • Ensure compliance-first approach using embedded governance and security guardrails Execute transformation initiatives

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 12 • Innovation Labs – Improve customer collaboration and enable seamless conversion into ongoing revenue • Data Enrichment – Instant access to TU credit and marketing data from within customer environments • Advanced Acquisition – Combine credit, audience and media mix planning capabilities into pre- screen marketing solution • Combine TransUnion and Neustar identity data and advanced analytics (ML/AI) • Lift match rates, reduce false positives and increase fraud detection • Beta tests in progress with full rollout in the summer • Launched next generation of integrated identity graph • Enhance data collaboration (clean room) capabilities to enable privacy-safe data sharing • Scale partnerships with leading cloud providers TruIQ (Analytics) TruValidate (Fraud) TruAudience (Marketing) Execute transformation initiatives OneTru already powers next generation of global products

13@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Consolidated fourth 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 $954 6% Organic Constant Currency Revenue 5% Adjusted EBITDA $326 1% Adjusted EBITDA Margin 34.2% (140)bps Adjusted Diluted EPS $0.80 2% • Organic constant currency revenue growth of +5%, or +4% excluding mortgage

14@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. U.S. Markets fourth 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) -2% − Auto +1% − Card -5% and Consumer Lending -3% due to slower lending activity − Mortgage +34% with pricing offsetting lower inquiry volumes (down -11%) • Emerging Verticals growth led by Insurance, Public Sector and Services & Collections Reported ($M) Reported Y/Y FX Impact Inorganic Impact Organic Constant Currency Revenue $608 3% – – 3% Financial Services 305 3% – – 3% Emerging Verticals 302 2% – – 2% Adjusted EBITDA $202 0% – – 0%

15@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Consumer Interactive fourth 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. • Declined -2% excluding large breach win • Indirect growth led by Sontiq (Sontiq grew 20%+ in 2023) • Direct channel declined as expected • Adjusted EBITDA margin of 45.5%, down (580)bps YoY, due to impact of breach win Reported ($M) Reported Y/Y FX Impact Inorganic Impact Organic Constant Currency Revenue $150 7% – – 7% Adjusted EBITDA $68 (6)% – – (5)%

16@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. International fourth 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 (+30%) driven by consumer, commercial, marketing, fraud and direct-to- consumer • Canada (+14%) new business wins and share gains to outperform soft lending market • U.K. (flat) with strong Financial Services offset by softer FinTech Reported ($M) Reported Y/Y FX Impact Inorganic Impact Organic Constant Currency Revenue $215 14% (2)% – 13% Canada 36 14% 0% – 14% Latin America 31 13% (8)% – 5% U.K. 51 6% (6)% – 0% Africa 16 3% 8% – 11% India 57 28% 2% – 30% Asia Pacific 23 14% (1)% – 13% Adjusted EBITDA $95 15% (2)% – 13% *Revenue growth figures referenced above are organic constant currency.

17@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • Roughly $5.3 billion of debt and $480 million cash at year-end • $250M of debt prepayment in 2023 • ~$8M of annual interest expense savings from refinancings completed in October and February • Plan to make further prepayments in 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. Total debt is netted for deferred financing fees / original issue discount. 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. Excess cash targeted for debt prepayment Leverage Ratio1 4.3x 3.9x 3.4x 3.1x 4.1x 3.5x 3.1x 3.5x 3.8x 3.6x Low-3x Range <3.0x 2015 IPO 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024F Target

18@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Reported Revenue: $971M to $980M +3% to +4% Assumed M&A contribution: No impact Assumed FX contribution: Insignificant Organic Constant Currency Revenue: +3% to +4% Assumed mortgage impact: ~1pt. benefit Organic CC Revenue ex. mortgage: +2% to +3% Adjusted EBITDA: $324M to $331M +1% to +3% Assumed FX contribution: Insignificant Adjusted EBITDA margin: 33.4% to 33.8% Adjusted EBITDA margin bps change: (90)bps to (50)bps Adjusted Diluted EPS: $0.79 to $0.81 (2%) to +1% 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 First quarter 2024 guidance Assumes similar lending and marketing trends to Q4 2023 Adjusted EBITDA Down from Q4 due to timing of investments in International and Consumer Interactive; expected to be lowest margin quarter in 2024 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.

19@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Organic Growth Assumptions • Assumes slower conditions persist; upside if interest rate cuts occur and drive increased lending and marketing activity • U.S. mortgage: Expect ~25% revenue growth based on ~5% inquiry decline – Expect inquiries to decline ~15% in H1 and grow ~10% in H2 as comparisons ease – U.S. mortgage was ~7% 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 2024 revenue guidance Reported Revenue: $3.960B to $4.020B +3% to +5% Assumed M&A contribution: No impact Assumed FX contribution: Insignificant Organic Constant Currency Revenue: +3% to +5% Assumed mortgage impact: ~1.5pt. benefit Organic CC Revenue ex. mortgage: +1.5% to +3.5% Market Assumptions • U.S. Markets up mid-single digit (up low-single digit excluding mortgage) – Financial Services up mid-single digit (up low-single digit excluding mortgage) – Emerging Verticals up low-single digit • International up high-single 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.

20@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • Expected one-time costs related to transformation program to total ~$200M in 2024 • Anticipate using excess cash for debt prepayment; however, guidance assumes no further debt prepayment − Every $100M of prepayment yields annualized interest savings of ~$7M ($0.03 EPS) The adjusted tax rate guidance of ~22.5% reflects expected full year GAAP effective rate of ~23.9% plus the elimination of discrete adjustments and other items totaling ~1.4%. 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 2024 Adjusted EBITDA, Adjusted Diluted EPS and other guidance Adjusted EBITDA: $1.398B to $1.441B +4% to +7% Assumed FX contribution: Insignificant Adjusted EBITDA margin: 35.3% to 35.8% Adjusted EBITDA margin bps change: 25bps to 75bps Adjusted Diluted EPS: $3.57 to $3.74 +6% to +11% Adjusted Tax Rate: ~22.5% Total D&A: ~$530M D&A ex. step-up from 2012 change in control and subsequent acquisitions: ~$245M Net Interest Expense: ~$245M CapEx: ~9% of revenue

21@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Bridge to 2024 Adjusted EBITDA guidance $1,344M $1,441M ~$65M ~$65M $20M - $25M ~($55M) 2023 Adjusted EBITDA Revenue flow-through less investments (primarily growth-oriented in International) Transformation savings Neustar acquisition synergies and Sontiq/Argus integration cost reduction Reset of incentive compensation to target, plus merit increases 2024F Adjusted EBITDA (High-End) 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.

22@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Expecting in 2024 to deliver +3% to +5% organic constant currency revenue growth and +6% to +11% Adjusted Diluted EPS growth Exceeded Q4 guidance for revenue, Adjusted EBITDA and Adjusted Diluted EPS 2024 priorities: accelerating growth, leverage Neustar capabilities further and executing transformation initiatives 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.

@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 25 Debt Profile and 2024F Interest Expense Bridge Debt Profile (12/31/23) 2024F Interest Expense Bridge Notional ($B) Expiry Rate Term Loan Tranche Term Loan A-3 1.3 Oct’28 SOFR + CSA + 1.50% Term Loan B-5 2.2 Nov’26 SOFR + CSA + 1.75% Term Loan B-6 1.9 Dec’28 SOFR + 2.00%* Swaps* June 2020 1.1 Jun’25 Receive SOFR, Pay 0.87% December 2021 1.6 Dec’26 Receive SOFR, Pay 1.39% December 2022 1.3 Dec’24 Receive SOFR, Pay 4.36% • ~73% of debt is currently swapped to fixed rate • 2024 net interest expense guidance assumes no additional debt prepayment or incremental debt $267M ~$245M ~($7M) ~($8M) ~($7M) 2023 Net Interest Expense 2023 Prepayments Oct/Feb Refinancings SOFR/ Other 2024F Net Interest Expense *Rate for Term Loan B-6 is pro-forma for refinancing transaction completed in February.

30@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Non-GAAP Adjustment Footnotes As a result of displaying amounts in millions, rounding differences may exist in the tables and footnotes. 1. Consists of restructuring expenses of $71.9 million related to employee separation costs and $3.4 million related to non-cash facility lease impairments, as well as $2.3 million related to business process optimization expenses included primarily in selling, general and administrative expenses 2. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows: 3. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: 4. Net other consisted of the following adjustments:

31@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Non-GAAP Adjustment Footnotes 5. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue. 6. Diluted share counts for Adjusted Diluted Earnings Per Share includes an additional $1.3 million of dilutive securities for the twelve months ended December 31, 2023 which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position in this period. 7. Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above. 8. Other adjustments for income taxes include: 9. Our results for the twelve months ended December 31, 2022 have been adjusted to correct an immaterial error related to an over accrual of expenses, net of the related income tax effect, during the twelve months ended December 31, 2021, that had previously been corrected out of period during the twelve months ended December 31, 2022. A portion of this error impacted our accelerated technology investment adjustment and the income tax effect of this adjustment.

32@ Copyright 2024 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted EBITDA and Adjusted EPS Guidance 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.

Document and Entity Information	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 08, 2024
Entity Registrant Name	TransUnion
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37470
Entity Tax Identification Number	61-1678417
Entity Address, Address Line One	555 West Adams Street,
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	985-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TRU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001552033
Amendment Flag	false