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What changed in TransUnion's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of TransUnion's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+446 added−418 removedSource: 10-K (2024-02-28) vs 10-K (2023-02-14)

Top changes in TransUnion's 2023 10-K

446 paragraphs added · 418 removed · 289 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

88 edited+47 added−40 removed151 unchanged
Biggest changeThis could further the risks associated with our substantial indebtedness. • We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. • Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations. • The expected LIBOR phase-out may have unpredictable impacts on contractual mechanics in the credit markets or the broader financial markets, which could have an adverse effect on our results of operations. • Our stock price has recently been volatile and has declined, and may continue to be volatile and/or decline, regardless of our operating performance. • Our business and operations are exposed to risks arising from developments and trends associated with climate change and ESG, including risks associated with our own reporting. • Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts for us that you might consider favorable. • Our ability to pay cash dividends may be limited by the terms of our secured credit facility. • Economic and other conditions may adversely impact the valuation of our assets resulting in impairment charges that could have a material adverse impact on our results from operations. • We may not be able to attract and retain the skilled employees that we need to support our business. • We are subject to losses from risks for which we do not insure. • If we fail to implement and maintain proper and effective internal controls over financial reporting, our ability to produce accurate financial statements on a timely basis could be impaired, which could cause investors to lose confidence in our reported financial information and have a negative effect on our stock price. • The continuing impact of “Brexit” may have a negative effect on our business. • If we experience changes in tax laws or adverse outcomes resulting from examination of our tax returns, it could adversely affect our results of operations.
Biggest changeThis could further the risks associated with our substantial indebtedness. • We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. • Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations. • Our stock price has recently been volatile and has declined, and may continue to be volatile and/or decline, regardless of our operating performance, and you may not be able to resell shares of our common stock at or above the price you paid or at all. • Our business and operations are exposed to risks arising from developments and trends associated with climate change and ESG, including risks associated with our own reporting. • Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts for us that you might consider favorable. • Our ability to pay cash dividends may be limited by the terms of our secured credit facility. • Economic and other conditions may adversely impact the valuation of our assets resulting in impairment charges that could have a material adverse impact on our results from operations. • Our efforts to execute any element of our business strategy, including our transformation plan to optimize our operating model and invest in our technology, could experience difficulties, delays, or unexpected costs and may not achieve anticipated benefits and savings. • Management has determined that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2023.
In addition to the risks described in this section, several factors that could cause the price of our common stock to fluctuate significantly include, among others, the following, most of which we cannot control: • quarterly variations in our operating results compared to market expectations; • guidance that we provide to the public, any changes in this guidance or our failure to meet this guidance; • changes in preferences of our customers; • announcements of new products or significant price reductions by us or our competitors; • size of our public float; 33 • stock price performance of our competitors; • publication of research reports about our industry; • changes in market valuations of our competitors; • fluctuations in stock market prices and volumes; • default on our indebtedness; • actions by our competitors; • changes in senior management or key personnel; • changes in financial estimates by securities analysts; • negative earnings or other announcements by us or other credit reporting agencies; • downgrades in our credit ratings or the credit ratings of our competitors; • issuances of capital stock or future sales of our common stock or other securities; • investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives; • the public response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation; • the sustainability of an active trading market for our stock; • changes in accounting principles; • global economic, legal and regulatory factors unrelated to our performance; and • other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.
In addition to the risks described in this section, several factors that could cause the price of our common stock to fluctuate significantly include, among others, the following, most of which we cannot control: • quarterly variations in our operating results compared to market expectations; • guidance that we provide to the public, any changes in this guidance or our failure to meet this guidance; • changes in preferences of our customers; • announcements of new products or significant price reductions by us or our competitors; • size of our public float; • stock price performance of our competitors; • publication of research reports about our industry; • changes in market valuations of our competitors; • fluctuations in stock market prices and volumes; • default on our indebtedness; • actions by our competitors; • changes in senior management or key personnel; • changes in financial estimates by securities analysts; • negative earnings or other announcements by us or other credit reporting agencies; • downgrades in our credit ratings or the credit ratings of our competitors; • issuances of capital stock or future sales of our common stock or other securities; • investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives; • the public response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation; • the sustainability of an active trading market for our stock; • changes in accounting principles; • global economic, legal and regulatory factors unrelated to our performance; and • other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.
The following legal and regulatory developments also could have a material adverse effect on our business, financial condition or results of operations: • amendment, enactment or interpretation of laws and regulations that restrict the access and use of personal information and reduce the availability or effectiveness of our solutions or the supply of data available to customers; • changes in governmental, cultural and consumer attitudes in favor of further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions; 26 • failure of data suppliers or customers to comply with laws or regulations, where mutual compliance is required; • failure of our solutions to comply with current laws and regulations; and • failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner.
The following legal and regulatory developments also could have a material adverse effect on our business, financial condition or results of operations: • amendment, enactment or interpretation of laws and regulations that restrict the access and use of personal information and reduce the availability or effectiveness of our solutions or the supply of data available to customers; • changes in governmental, cultural and consumer attitudes in favor of further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions; • failure of data suppliers or customers to comply with laws or regulations, where mutual compliance is required; • failure of our solutions to comply with current laws and regulations; and • failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner.
These provisions provide for, among other things: • the ability of our board of directors to issue one or more series of preferred stock; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; and • certain limitations on convening special stockholder meetings The anti-takeover provisions discussed above could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders.
These provisions provide for, among other things: • the ability of our Board to issue one or more series of preferred stock; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; and • certain limitations on convening special stockholder meetings. 35 The anti-takeover provisions discussed above could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders.
While we do not believe that the outcome of any pending or threatened legal proceeding, investigation, examination or 28 supervisory activity will have a material adverse effect on our financial position, such events are inherently uncertain and adverse outcomes could result in significant monetary damages, penalties or injunctive relief against us.
While we do not believe that the outcome of any pending or threatened legal proceeding, investigation, examination or supervisory activity will have a material adverse effect on our financial position, such events are inherently uncertain and adverse outcomes could result in significant monetary damages, penalties or injunctive relief against us.
(collectively, the “TU Entities”) and the former President of our Consumer Interactive business, John Danaher, seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the Consent Order and engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, among other allegations. The CFPB further alleges that Mr.
(collectively, the “TU Entities”) and the former President of our Consumer Interactive business, John Danaher, seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the 2017 Consent Order and engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, among other allegations. The CFPB further alleges that Mr.
If we fail to retain our employees, we could incur significant expense replacing employees and our ability to provide quality services could diminish, resulting in a material adverse effect on our business. We are subject to losses from risks for which we do not insure. For certain risks, we do not maintain insurance coverage because of cost and/or availability.
If we fail to retain our employees, we could incur significant expense replacing employees and our ability to provide quality services could diminish, resulting in a material adverse effect on our business. 37 We are subject to losses from risks for which we do not insure. For certain risks, we do not maintain insurance coverage because of cost and/or availability.
The discontinuation of LIBOR and the transition from LIBOR to SOFR or other benchmark rates could have an unpredictable impact on contractual mechanics in the credit markets or result in disruption to the broader financial markets, including causing interest rates under our current or future agreements to perform differently than in the past, which could have an adverse effect on our results of operations.
The discontinuation of LIBOR and the transition to SOFR or other benchmark rates could have an unpredictable impact on contractual mechanics in the credit markets or result in disruption to the broader financial markets, including causing interest rates under our current or future agreements to perform differently than in the past, which could have an adverse effect on our results of operations.
Even if we devote substantial management attention and resources to integrating acquired businesses in order to fully realize the anticipated benefits of such acquisitions, the businesses and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and 30 investments than we originally anticipated.
Even if we devote substantial management attention and resources to integrating acquired businesses in order to fully realize the anticipated benefits of such acquisitions, the businesses and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than we originally anticipated.
The credit agreement governing Trans Union LLC’s senior secured credit facility restricts our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our 32 ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.
The credit agreement governing Trans Union LLC’s senior secured credit facility restricts our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.
Nevertheless, because SOFR is a backward-looking fully secured overnight rate and LIBOR is a forward-looking unsecured rate, SOFR is likely to be lower than LIBOR on most dates, and any spread adjustment applied by market participants to alleviate any mismatch during a transition period will be subject to methodology that remains undefined.
Because SOFR is a backward-looking, fully secured overnight rate and LIBOR is a forward-looking, unsecured rate, SOFR is likely to be lower than LIBOR on most dates, and any spread adjustment applied by market participants to alleviate any mismatch during a transition period will be subject to methodology that remains undefined.
When these industries or the broader financial markets experience a downturn, demand for our services and revenues may be adversely affected. • We are subject to significant competition in the markets in which we operate and we may face significant competition in the new markets that we plan to enter. • To the extent the availability of free or relatively inexpensive consumer information increases, the demand for some of our services may decrease. • Our relationships with key long-term customers may be materially diminished or terminated. • If we are unable to develop successful new services in a timely manner, or if the market does not adopt our new services, our ability to maintain or increase our revenue could be adversely affected. • If our outside service providers and key vendors are not able to or do not fulfill their service obligations, our operations could be disrupted and our operating results could be harmed. • There may be further consolidation in our end-customer markets, which may adversely affect our revenues. • Data security and integrity are critically important to our business, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of our intellectual property or confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation. • We may be unable to adequately anticipate, prevent or mitigate damage resulting from increasingly sophisticated methods of illegal or fraudulent activities committed against us, which could harm our business, financial condition and results of operations and could significantly harm our reputation. • If we experience system failures, personnel disruptions or capacity constraints, or our customers do not modify their systems to accept new releases of our distribution programs, the delivery of our services to our customers could be delayed or interrupted, which could harm our business and reputation and result in the loss of revenues or customers. • We could lose our access to data sources which could prevent us from providing our services. • If we fail to maintain and improve our systems, our data matching technology, and our interfaces with data sources and customers, demand for our services could be adversely affected. • Our business is subject to various governmental regulations, laws and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminal penalties or other liabilities. • The Consumer Financial Protection Bureau (“CFPB”) has supervisory and examination authority over our business and has in the past, and may in the future, initiate enforcement actions with regard to our compliance with federal consumer financial laws.
When these industries or the broader financial markets experience a downturn, demand for our services and revenues may be adversely affected. • We are subject to significant competition in the markets in which we operate and we may face significant competition in the new markets that we plan to enter. • To the extent the availability of free or relatively inexpensive consumer information increases, the demand for some of our services may decrease. • Our relationships with key long-term customers may be materially diminished or terminated. • If we are unable to develop successful new services in a timely manner, or if the market does not adopt our new services, our ability to maintain or increase our revenue could be adversely affected. • If our outside service providers and key vendors are not able to or do not fulfill their service obligations, our operations could be disrupted and our operating results could be harmed. • There may be further consolidation in our end-customer markets, which may adversely affect our revenues. • Data security and integrity are critically important to our business, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of our intellectual property or confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation. • We may be unable to adequately anticipate, prevent or mitigate damage resulting from increasingly sophisticated methods of illegal or fraudulent activities committed against us, which could harm our business, financial condition and results of operations and could significantly harm our reputation. • If we experience system failures, personnel disruptions or capacity constraints, or our customers do not modify their systems to accept new releases of our distribution programs, the delivery of our services to our customers could be delayed or interrupted, which could harm our business and reputation and result in the loss of revenues or customers. • We could lose our access to data sources which could prevent us from providing our services. • If we fail to maintain and improve our systems, our data matching technology, and our interfaces with data sources and customers, demand for our services could be adversely affected. • Our business is subject to various governmental regulations, laws and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminal penalties or other liabilities. • The CFPB has supervisory and examination authority over our business and has in the past, and may initiate enforcement actions with regard to our compliance with federal consumer financial laws.
Additionally, given some of our equity interests in various companies, we may be limited in our ability to require or influence such companies to make 31 acquisitions or take other actions that we believe to be in our or their best interests. Our inability to take such actions could have a material impact on our revenues or earnings.
Additionally, given some of our equity interests in various companies, we may be limited in our ability to require or influence such companies to make acquisitions or take other actions that we believe to be in our or their best interests. Our inability to take such actions could have a material impact on our revenues or earnings.
The extent of a particular cybersecurity incident and the steps that we may need to take to investigate it may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable 24 information about the incident is known.
The extent of a particular cybersecurity incident and the steps that we may need to take to investigate it may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the incident is known.
We could also become subject to increased legislative, regulatory or judicial restrictions or mandates on the collection, disclosure or use of such data, in particular if such data is not collected by our providers in a way that allows us to legally use the data.
We could also become subject to increased legislative, regulatory or judicial restrictions or mandates on the collection, disclosure or use of such data, 25 in particular if such data is not collected by our providers in a way that allows us to legally use the data.
There may also be adverse publicity and uncertainty associated with investigations, litigation and orders (whether pertaining to us, our customers or our competitors) that could decrease customer acceptance of our services or result in material discovery expenses.
There may also be 28 adverse publicity and uncertainty associated with investigations, litigation and orders (whether pertaining to us, our customers or our competitors) that could decrease customer acceptance of our services or result in material discovery expenses.
For example, under U.S. federal law today, we are required to provide consumers with one credit report per year free of charge, and beginning in April 2020, we began offering consumers free weekly credit reports.
For example, under U.S. federal 26 law today, we are required to provide consumers with one credit report per year free of charge, and beginning in April 2020, we began offering consumers free weekly credit reports.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.
Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.
We may not be able to immediately address the consequences of a cybersecurity incident because a successful breach of our computer systems, software, networks or other technology assets could occur and persist for an extended period of time before being detected due to, among other things: • the breadth and complexity of our operations and the high volume of transactions that we process; • the large number of customers, counterparties and third-party service providers with which we do business; • the proliferation and increasing sophistication of cyberattacks; • the possibility that a malicious third party compromises the software, hardware or services that we procure from a service provider unbeknownst to both the provider and to TransUnion; and • the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.
We may not be able to timely address the consequences of a cybersecurity incident because a successful breach of our computer systems, software, networks or other technology assets could occur and persist for an extended period of time before being detected due to, among other things: • the breadth and complexity of our operations and the high volume of transactions that we process; • the large number of customers, counterparties and third-party service providers with which we do business; • the proliferation and increasing sophistication of cyberattacks; 24 • the possibility that a malicious third party compromises the software, hardware or services that we procure from a service provider unbeknownst to both the provider and to TransUnion; and • the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.
Our largest customers, and therefore our business and revenues, are influenced by macroeconomic conditions and are impacted by the availability of credit, the level and volatility of interest rates, inflation, employment levels, consumer confidence and housing demand.
Our largest customers, and therefore our business and revenues, are influenced by macroeconomic conditions and are impacted by the availability of credit, the level and volatility of interest rates, inflation, employment levels, consumer confidence and 21 housing demand.
Also, in July 2019, TransUnion Limited, a Hong Kong entity in which the Company holds a majority interest, was a victim of a fraud incident that occurred in July 2019 in our Asia Pacific region (the “Fraud Incident”) involving employee impersonation and fraudulent requests that successfully ta rgeted TransUnion Limited, which resulted in a series of fraudulently induced wire transfers totaling $17.8 million, a portion of which has been subsequently recovered.
Also, in July 2019, TransUnion Limited, a Hong Kong entity in which the Company holds a majority interest, was a victim of a fraud incident that occurred in July 2019 in our Asia Pacific region involving employee impersonation and fraudulent requests that successfully ta rgeted TransUnion Limited, which resulted in a series of fraudulently induced wire transfers totaling $17.8 million, a portion of which has been subsequently recovered.
As a result, five U.S. states have passed comprehensive privacy legislation intended to provide consumers with greater transparency and control over their personal information by providing consumers with certain rights, such as the right to know what personal information is being collected about them, and the right to access, delete, correct, or opt out of the sale of their personal information.
As a result, thirteen U.S. states have passed comprehensive privacy legislation intended to provide consumers with greater transparency and control over their personal information by providing consumers with certain rights, such as the right to know what personal information is being collected about them, and the right to access, delete, correct, or opt out of the sale of their personal information.
As of December 31, 2022, we have an accrued liability of $56.0 million in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition.
As of December 31, 2023, we have an accrued liability of $56.0 million in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition.
Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted consumer notification and other requirements in the event that consumer information is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible.
Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies around the world have adopted consumer notification and other requirements in the event that consumer information is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible.
Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in tax laws, or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition and results of operations. 37 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in tax laws, or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition and results of operations. 38 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Currently, public concern is high with regard to the operation of credit reporting agencies in the United States, as well as the collection, use, accuracy, correction and sharing of personal information, including Social Security numbers, dates of birth, financial information, medical information, department of motor vehicle data and other personal data.
Currently, public concern is high with regard to the operation of consumer reporting agencies in the United States, as well as the collection, use, accuracy, correction and sharing of personal information, including Social Security numbers, dates of birth, financial information, medical information, department of motor vehicle data and other personal data.
Acquisitions, such as the acquisitions of Neustar and Sontiq, involve significant risks and uncertainties, including: • failing to achieve the financial and strategic goals for the acquired business; • paying more than fair market value for an acquired company or assets; • failing to integrate the operations and personnel of the acquired businesses in an efficient and timely manner; • disrupting our ongoing businesses, including loss of sales; • distracting management focus from our existing businesses; • assumption of unanticipated or contingent liabilities; • failing to retain key personnel; • incurring the expense of an impairment of assets due to the failure to realize expected benefits; • damaging relationships with employees, customers or strategic partners; • diluting the share value of existing stockholders; and • incurring additional debt or reducing available cash to service our existing debt.
Acquisitions involve significant risks and uncertainties, including: • failing to achieve the financial and strategic goals for the acquired business; • paying more than fair market value for an acquired company or assets; • failing to integrate the operations and personnel of the acquired businesses in an efficient and timely manner; • disrupting our ongoing businesses, including loss of sales; • distracting management focus from our existing businesses; • assumption of unanticipated or contingent liabilities; • failing to retain key personnel; • incurring the expense of an impairment of assets due to the failure to realize expected benefits; • damaging relationships with employees, customers or strategic partners; • diluting the share value of existing stockholders; and • incurring additional debt or reducing available cash to service our existing debt.
The NORA letter alleges that Trans Union LLC and TURSS violated the FCRA by failing to (i) follow reasonable procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose to consumers the sources of such information.
The NORA letter alleged that Trans Union LLC and TURSS violated the FCRA by failing to (i) follow reasonable procedures to assure maximum possible accuracy of information in consumer reports and (ii) disclose to consumers the sources of such information.
Danaher violated the Consent Order and that we and Trans Union LLC provided substantial assistance to TransUnion Interactive, Inc. in violating the Consent Order and the law. We are currently in active litigation with the CFPB on this matter.
Danaher violated the 2017 Consent Order and that we and Trans Union LLC provided substantial 27 assistance to TransUnion Interactive, Inc. in violating the 2017 Consent Order and the law. We are currently in active litigation with the CFPB on this matter.
Further, it is possible that we may acquire a company that has experienced a security incident that the acquired company has yet to discover, investigate and remediate.
Further, it is possible that we may acquire a company that has experienced a security incident or has security vulnerabilities that the acquired company has yet to discover, investigate and remediate.
Unauthorized disclosure, loss or corruption of our data or inability of our customers to access our systems could disrupt our operations, subject us to substantial regulatory and legal proceedings and potential liability, result in a material loss of business and/or significantly harm our reputation.
Unauthorized disclosure, loss or corruption of our data or inability of our customers to access our systems could disrupt our operations, subject us to substantial regulatory and legal proceedings (including class actions) and potential liability, result in a material loss of business and/or significantly harm our reputation.
In August 2022, the TransUnion Entities received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us following an investigation relating to potential violations of law related to the placement and lifting of security freezes resulting from certain system issues.
In August 2022, the TU Entities received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us following an investigation relating to potential violations of law related to the placement and lifting of security freezes resulting from certain system issues.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Twelve Months Ended December 31, 2022, 2021 and 2020-Revenue-International Segment.” As we continue to expand our business, our success will partially depend on our ability to anticipate and effectively manage these and other risks.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Twelve Months Ended December 31, 2023, 2022 a nd 2021-Revenue-International Segment.” As we continue to expand our business, our success will partially depend on our ability to anticipate and effectively manage these and other risks.
While we have engaged and may engaged in the future in voluntary initiatives and reporting on ESG matters, such initiatives and reporting may not have the desired effect.
While we have engaged and may engaged in the future in voluntary initiatives and reporting on ESG matters, such initiatives and reporting may be costly and may not have the desired effect.
Actions by the CFPB or other regulators against us or our executives could result in increased operating costs, reputational harm, payment of damages and civil monetary penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition. The CFPB has broad authority over our business.
Actions by the CFPB or other regulators against us or our executives could result in increased operating costs, reputational harm, payment of damages and civil money penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition. The CFPB has broad authori ty over our business.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
A control system, no matter how well desig ned and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
See “Business-Legal and Regulatory Matters.” The Consumer Financial Protection Bureau (“CFPB”) has supervisory and examination authority over our business and may initiate enforcement actions with regard to our compliance with federal consumer financial laws.
See “Business-Legal and Regulatory Matters.” The CFPB has supervisory and examination authority over our business and may initiate enforcement actions with regard to our compliance with federal consumer financial laws.
Our substantial indebtedness may: • make it difficult for us to satisfy our financial obligations, including with respect to our indebtedness; • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes; • limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments; • expose us to the risk of increased interest rates as certain of our borrowings, including Trans Union LLC’s senior secured credit facility, are at variable rates of interest; • limit our ability to pay dividends; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared with our less-leveraged competitors; and • increase our vulnerability to the impact of adverse economic and industry conditions.
Our substantial indebtedness may: • make it difficult for us to satisfy our financial obligations, including with respect to our indebtedness; • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes; • limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes; • require us to use a substantial portion of our cash flow from operations to make debt service payments; • expose us to the risk of increased interest rates as certain of our borrowings, including Trans Union LLC’s senior secured credit facility, are at variable rates of interest; • limit our ability to pay dividends; • limit our flexibility to plan for, or react to, changes in our business and industry; • place us at a competitive disadvantage compared with our less-leveraged competitors; and • increase our vulnerability to the impact of adverse economic and industry conditions. 32 In addition, the credit agreement governing Trans Union LLC’s senior secured credit facility contains restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest.
In addition, a significant amount of our revenues are concentrated among certain customers, industries, 21 product offerings and in distinct geographic regions, primarily in the United States. Our 2022 revenue in our U.S. Markets Financial Services vertical and in our Consumer Interactive segment accounted for approximately 33% and 16% of consolidated gross revenues, respectively.
In addition, a significant amount of our revenue is concentrated among certain customers, industries, product offerings and in distinct geographic regions, primarily in the United States. Our 2023 revenue in our U.S. Markets Financial Services vertical and in our Consumer Interactive segment accounted for approximately 33% and 15% of consolidated gross revenues, respectively.
Risks Related to Our Indebtedness We have a substantial amount of debt which could adversely affect our financial position and prevent us from fulfilling our obligations under the debt instruments. As of December 31, 2022, the book value of our debt was approximately $5,670.1 million consisting of outstanding borrowings under Trans Union LLC’s senior secured credit facility.
Risks Related to Our Indebtedness We have a substantial amount of debt which could adversely affect our financial position and prevent us from fulfilling our obligations under the debt instruments. As of December 31, 2023, the book value of our debt w as approximately $5,340.4 million consisting of outstanding borrowings under Trans Union LLC’s senior secured credit facility.
This is because, among other things: • the techniques used in cyberattacks change frequently and may not be recognized until after the attacks have succeeded; • cyberattacks can originate from a wide variety of sources, including sophisticated threat actors involved in organized crime, sponsored by nation-states, or linked to terrorist or hacktivist organizations; and • third parties may seek to gain access to our systems either directly or using equipment or security passwords belonging to employees, customers, third-party service providers or other users.
This is because, among other things: • the techniques used in cyberattacks change frequently and are increasingly sophisticated (including due to attacker’s use of artificial intelligence), and may not be recognized until after the attacks have succeeded; • cyberattacks can originate from a wide variety of sources, including sophisticated threat actors involved in organized crime, sponsored by nation-states, or linked to terrorist or hacktivist organizations; and • third parties may seek to gain access to our systems either directly or using equipment or security passwords belonging to employees, customers, third-party service providers or other users (such as through social engineering and phishing attacks).
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the credit agreement govern our debt limit, but do not prohibit, us or our subsidiaries from incurring additional indebtedness, and any additional indebtedness incurred in compliance with these restrictions could be substantial.
The terms of the credit agreement govern our debt limit, but do not prohibit, us or our subsidiaries from incurring additional indebtedness, and any additional indebtedness incurred in compliance with these restrictions could be substantial.
On a regular basis, we evaluate our assets for impairment based on various factors, including actual operating results and expected trends of projected revenues, profitability and cash flows. As of December 31, 2022, our consolidated balance sheet included goodwill of $5,551.4 million and other net intangibles of $3,675.5 million.
On a regular basis, we evaluate our assets for impairment based on various factors, including actual operating results and expected trends of projected revenues, profitability and cash flows. As of December 31, 2023, our Consolidated Balance Sheet included goodwill of $5,176.0 million and other net intangibles of $3,515.3 million.
Actions by the CFPB or other regulators against us or our executives could result in increased operating costs, reputational harm, payment of damages and civil monetary penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition. • Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our business. • The outcome of litigation, inquiries, investigations, examinations or other legal proceedings in which we are involved, in which we may become involved, or in which our customers or competitors are involved could subject us to significant monetary damages or restrictions on our ability to do business. • Our results of operations have been materially and adversely impacted and could be materially and adversely impacted in the future by the COVID-19 global pandemic or the outbreak of other highly infectious diseases. 20 • Our ability to expand our operations in, and the portion of our revenue derived from, markets outside the United States is subject to economic, political and other inherent risks, which could adversely impact our growth rate and financial performance. • The ongoing military action between Russia and Ukraine could adversely affect our business, financial condition and operating results. • We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices.
Actions by the CFPB or other regulators against us or our executives could result in increased operating costs, reputational harm, payment of damages and civil money penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition. • Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our business. • The outcome of litigation, inquiries, investigations, examinations or other legal proceedings in which we are involved, in which we may become involved, or in which our customers or competitors are involved could subject us to significant monetary damages or restrictions on our ability to do business. • Our ability to expand our operations in, and the portion of our revenue derived from, markets outside the United States is subject to economic, political and other inherent risks, which could adversely impact our growth rate and financial performance. 20 • We face geopolitical and other risks associated with our international operations, which could materially adversely impact our results of operations and our financial condition. • We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices.
Over the last several months, high inflation levels have had a significant negative impact on our business by decreasing demand for credit due to slower consumer spending on non-essential goods and services and due to the Federal Reserve raising interest rates to combat inflation. Continued inflation and additional interest rate increases could further materially impact our business.
High inflation levels has a negative impact on our business by decreasing demand for credit due to slower consumer spending on non-essential goods and services and due to the Federal Reserve raising interest rates to combat inflation. Continued inflation and additional interest rate increases could further materially impact our business.
If these unfavorable macroeconomic conditions persist longer than we currently expect, or are worse than we currently expect, our estimates of revenue growth rates and EBITDA margins would decline, which could lead to an impairment of goodwill in our United Kingdom reporting unit or other reporting units.
If these unfavorable macroeconomic conditions persist longer than we currently expect, or are worse than we currently expect, our estimates of revenue growth rates and EBITDA margins would decline, which could lead to an impairment of goodwill.
For example, in January 2017, as part of an agreed settlement with the CFPB, we agreed among other things, to implement certain practice changes in the way we advertise, market and sell products and services offered directly to consumers.
For example, in January 2017, as part of a Consent Order entered into with the CFPB, we agreed among other things, to implement certain practice changes in the way we advertise, market and sell products and services offered directly to consumers.
We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to obtain data from them on acceptable terms or at all.
We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to obtain data from them on acceptable terms or at all. Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources become unavailable.
The NORA letter alleged that we failed to comply with and timely implement a Consent Order issued by the CFPB in January 2017 (the “Consent Order”), and further alleged additional violations related to TransUnion Interactive Inc.’s marketing practices.
The NORA letter alleged that we failed to comply with and timely implement the January 2017 Consent Order (the “2017 Consent Order”), and further alleged additional violations related to TransUnion Interactive Inc.’s marketing practices.
Various meteorological phenomena and extreme weather events (including, but not limited to, storms, flooding, drought, wildfire, and extreme temperatures) may disrupt our operations or those of our suppliers, require us to incur additional operating or capital expenditures or otherwise adversely impact our business, financial condition, or results of operations.
Various meteorological phenomena and extreme weather events (including, but not limited to, storms, flooding, drought, wildfire, and extreme temperatures) may directly or indirectly disrupt our operations (including the productivity of our employees) or those of our suppliers or infrastructure on which we rely, require us to incur additional operating or capital expenditures or otherwise adversely impact our business, financial condition, or results of operations.
We may, however, declare and pay cash dividends up to an unlimited amount unless a default or event of default exists under the senior secured credit facility.
The terms of our senior secured credit facility impose certain limitations on our ability to pay dividends. We may, however, declare and pay cash dividends up to an unlimited amount unless a default or event of default exists under the senior secured credit facility.
During times of economic distress, declining demand and declining earnings could lead to us to have less favorable estimates of our future cash flows, discount rates or market multiples. Such changes could lead to lower estimated fair values of our reporting 35 units, which could lead to a material impairment charge.
During times of economic distress, declining demand and declining earnings could lead to us to have less favorable estimates of our future cash flows, discount rates or market multiples. Such changes could lead to lower estimated fair values of our reporting units, which could lead to a material impairment charge. In certain markets where we operate, macroeconomic conditions are unfavorable.
Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.
However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.
See “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements,” Note 22, “Contingencies” for information regarding the CFPB matter.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies” for information regarding the CFPB matter.
See “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Notes to Consolidated Financial Statements,” Note 22, “Contingencies” for information regarding our legal proceedings.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies” for information regarding our legal proceedings.
Our disclosures on these matters, a failure to satisfy evolving stakeholder expectations for ESG practices and reporting, or a failure to meet our commitments or targets on our established timeline may potentially harm our reputation and impact relationships with investors.
Our disclosures on these matters, a failure to satisfy evolving stakeholder expectations for ESG practices and reporting, or a failure or perceived failure to meet our commitments or targets (including the manner in which we complete such initiatives) on our established timeline may potentially harm our reputation and impact relationships with investors.
ITEM 1A. RISK FACTORS You should carefully consider the following risks as well as the other information included in this report, including “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes.
ITEM 1A. RISK FACTORS You should carefully consider the following risks as well as the other information included in this report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. Any of the following risks could materially and adversely affect our business, financial condition or results of operations.
For example, reported revenue from our International segment increased 7.7% including the impact of foreign currencies, or 15.0% on a constant currency basis which excludes the impact of foreign currencies.
For example, in 2023, reported revenue from our International segment increased 9.2% including the impact of foreign currencies, or 12.2% on a constant currency basis which excludes the impact of foreign currencies.
The defensive measures that we take to manage threats, especially cyber-related threats, to our business may not adequately anticipate, prevent or mitigate harm we may suffer from such threats. Criminals use evolving and increasingly sophisticated methods of perpetrating illegal and fraudulent act ivities.
The defensive measures that we take to manage threats, especially cyber-related threats, to our business may not adequately anticipate, prevent or mitigate harm we may suffer from such threats. Criminals use evolving and increasingly sophisticated methods of perpetrating illegal and fraudulent act ivities. For example, in September 2020, TransUnion experienced a series of Distributed Denial of Service (“DDoS”) attacks .
These cyberattacks can take many forms, but they typically have one or more of the following objectives, among others: • obtain unauthorized access to confidential consumer information; • manipulate or destroy data; or 23 • disrupt, sabotage or degrade service on our systems.
These cyberattacks can take many forms, but they typically have one or more of the following objectives, among others: • obtain unauthorized access to confidential data such as personal information; • manipulate or destroy data; • disrupt, sabotage or degrade service on our systems; or • affect our operations or data through attacks on third-party business partners or service providers.
Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology and services. If we are unable to protect our intellectual property, including trade secrets and other unpatented intellectual property, our competitors could use our intellectual property to market and deliver similar services, decreasing the demand for our services.
If we are unable to protect our intellectual property, including trade secrets and other unpatented intellectual property, our competitors could use our intellectual property to market and deliver similar services, decreasing the demand for our services.
Our total scheduled principal repayments of debt made in 2022 and 2021 were $114.5 million and $54.8 million, respectively. Our total interest expense for 2022 and 2021 was $230.9 million and $112.6 million, respectively.
Our total scheduled principal repayments of debt made in 2023 and 2022 were $100.0 million and $114.5 million, respectively. Our total interest expense for 2023 and 2022 was $288.2 million and $230.9 million, respectively.
If a successful claim of infringement is brought against us and we fail to develop non-infringing products or services, or to obtain licenses on a timely and cost-effective basis, our reputation, business, financial condition and results of operations could be adversely affected.
If a successful claim of infringement is brought against us and we fail to develop non-infringing products or services, or to obtain licenses on a timely and cost-effective basis, our reputation, business, financial condition and results of operations could be adversely affected. 30 Risks Related to Our Growth Strategy When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we face risks that may adversely affect our business.
It is possible that neither the acquired company nor TransUnion may identify the issue in a timely manner and the event could spread more broadly to other parts of TransUnion during the integration effort.
While we execute security due diligence in these transactions, it is possible that neither the acquired company nor TransUnion may identify these issues in a timely manner, which could spread more broadly to other parts of TransUnion during the integration effort.
If we cannot make our scheduled debt payments, we will be in default and all outstanding principal and interest on our debt may be declared due and payable, the lenders under Trans Union LLC’s senior secured credit facility could terminate their commitments to loan money, Trans Union LLC’s secured lenders (including the lenders under Trans Union LLC’s senior secured credit facility) could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.
If we cannot make our scheduled debt payments, we will be in default and all outstanding principal and interest on our debt may be declared due and payable, the lenders under Trans Union LLC’s senior secured credit facility could terminate their commitments to loan money, Trans Union LLC’s secured lenders (including the lenders under Trans Union LLC’s senior secured credit facility) could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. 33 Risks Related to Ownership of Our Common Stock Our stock price has recently been volatile and has declined, and may continue to be volatile and/or decline, regardless of our operating performance, and you may not be able to resell shares of our common stock at or above the price you paid or at all.
As a result, our stockholders may be limited in their ability to obtain a premium for their shares. Our ability to pay cash dividends may be limited by the terms of our secured credit facility.
As a result, our stockholders may be limited in their ability to obtain a premium for their shares. Our ability to pay cash dividends may be limited by the terms of our secured credit facility. In February 2018, our Board approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock.
While we have established ESG practices, including climate-related targets and goals, these targets and goals are based on certain assumptions, estimates and third-party data, and we may not meet such targets or goals on our established timeline or at all. This includes our goals regarding GHG emissions reduction, which we may not meet on our established timeline or at all.
While we have established ESG practices, including climate-related targets and goals, these targets and goals, including our GHG emission reduction goals, are based on certain assumptions, estimates, calculation methodologies and third-party data, and we may not meet such targets or goals on our established timeline or at all, including due to a variety of factors that may be in or out of our control.
On July 27, 2022, the CFPB’s Enforcement 27 Division advised us that it had obtained authority to pursue an enforcement action jointly with the FTC. We are currently engaged in active settlement discussions with the CFPB and the FTC regarding this matter.
On July 27, 2022, the CFPB’s Enforcement Division advised us that it had obtained authority to pursue an enforcement action jointly with the FTC.
Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources become unavailable. 25 If we fail to maintain and improve our systems, our data matching technology, and our interfaces with data sources and customers, demand for our services could be adversely affected.
If we fail to maintain and improve our systems, our data matching technology, and our interfaces with data sources and customers, demand for our services could be adversely affected.
For example, during the first week of September 2020, TransUnion experienced a series of Distributed Denial of Service (DDoS) attacks . While these attacks did not result in any unauthorized access to data or systems, there was disruption to TransUnion’s normal operations including degraded customer response time, intermittent timeouts and degraded internal information technology services utilized by TransUnion associates.
While these attacks did not result in any unauthorized access to data or systems, there was disruption to TransUnion’s normal operations including degraded customer response time, intermittent timeouts and degraded internal information technology services utilized by TransUnion associates. TransUnion deploys a number of defensive measures to mitigate DDoS attacks, but persistent attackers can challenge these protections.
The original California Consumer Privacy Act became effective in 2020, with amendments in the California Privacy Rights Act effective in 2023. Similar laws in Colorado, Connecticut, Utah and Virginia are effective over the course of 2023.
The original California Consumer Privacy Act became effective in 2020, with amendments in the California Privacy Rights Act effective in 2023. Similar laws in Colorado, Connecticut, Utah and Virginia became effective over the course of 2023. Similar laws in Delaware, Indiana, Iowa, Montana, Oregon, New Jersey, Tennessee, and Texas take effect over the course of 2024 to 2026.
In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future.
Acquisitions may not be completed on favorable terms and acquired assets, data or businesses may not be successfully integrated into our operations.
We have acquired and may continue to acquire or make investments in businesses that offer complementary services and technologies. Acquisitions may not be completed on favorable terms and acquired assets, data or businesses may not be successfully integrated into our operations.
In the United States, we are subject to federal and state laws that provide for more than 50 disparate notification regimes. In the event of unauthorized access, our failure to comply with the complexities of these various regulations could subject us to regulatory scrutiny and additional liability.
In the event of unauthorized access, our failure to comply with the complexities of these various regulations could subject us to regulatory scrutiny and additional liability.
Markets segment are terminable upon advance written notice (typically ranging from 30 days to six months) by either us or the customer, which provides our customers with the opportunity to renegotiate their contracts with us or to award more business to our competitors. 22 We also provide our services to business partners who may combine them with their own or other branded services to be offered as a bundle to consumers, governmental agencies and businesses in support of fraud or credit protection, credit monitoring, identity authentication, insurance or credit underwriting, and collections.
We also provide our services to business partners who may combine them with their own or other branded services to be offered as a bundle to consumers, governmental agencies and businesses in support of fraud or credit protection, credit monitoring, identity authentication, insurance or credit underwriting, and collections.
Risks Related to Intellectual Property We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices. We also rely on trade secrets and other forms of unpatented intellectual property that may be difficult to protect.
Any of these factors could adversely affect our business, financial position, and results of operations. Risks Related to Intellectual Property We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices.
Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. Even if this is not the case, our current actions may subsequently be determined to be insufficient or not aligned to best practices by various stakeholders.
Moreover, actions or statements that we may make based on expectations, assumptions, calculation methodologies or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation.
We reconcile the fair value of our reporting units to our market capitalization during our annual goodwill impairment test. A further decrease in our market capitalization could be an indicator that one or more of our reporting units has a goodwill impairment.
We reconcile the fair value of our reporting units to our market capitalization during our annual goodwill impairment test, which we conduct more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.
Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt. Despite our current level of indebtedness, we may still be able to incur additional indebtedness. This could further the risks associated with our substantial indebtedness.
Despite our current level of indebtedness, we may still be able to incur additional indebtedness. This could further the risks associated with our substantial indebtedness. We and our subsidiaries may be able to incur substantial additional indebtedness in the future.
As a precautionary measure, TransUnion South Africa temporarily to ok certain elements of our services offline, all of which have been resumed. We continue to work with law enforcement and regulators related to this matter. The security and protection of non-public consumer information is TransUnion’s top priority.
As a precautionary measure, TransUnion South Africa temporarily took certain elements of our services offline, all of which have been resumed. The security and protection of non-public consumer information is TransUnion’s top priority. However, there can be no assurance that our cybersecurity risk management program and processes, including our controls, will be fully implemented, complied with or effective.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Properties Our corporate headquarters and main data center are located in Chicago, Illinois, in an office building that we own. As of December 31, 2022, we lease space in over 110 other locations, including office space and additional data centers. These locations are geographically dispersed to meet our sales and operating needs.
Biggest changeITEM 2. PROPERTIES Properties Our corporate headquarters and main data center are located in Chicago, Illinois in an office building that we own. As of December 31, 2023, we lease space in over 110 other locations, including office space and additional data centers. These locations are geographically dispersed to meet our sales and operating needs.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeHe also served as President and Chief Executive Officer for HSBC Financial, an HSBC subsidiary that operated in consumer finance, private label credit card financing, MasterCard, wholesale mortgage lending, mortgage brokering and full spectrum auto finance. Mr. Skinner earned his bachelor’s of commerce from St. Mary’s University and his M.B.A. from the Kellogg-Schulich Executive M.B.A.
Biggest changePreviously, he served as Chief Credit Officer and Chief Operations Officer for Retail Banking and Wealth Management at HSBC. He also served as President and Chief Executive Officer for HSBC Financial, an HSBC subsidiary that operated in consumer finance, private label credit card financing, MasterCard, wholesale mortgage lending, mortgage brokering and full spectrum auto finance. Mr.
Ms. Russell earned her B.A. from the College of William & Mary and her J.D. with honors from American University’s Washington College of Law, where she received the Outstanding Graduate Award. Ms. Russell serves on the board of directors of the U.S. Chamber of Commerce, the world’s largest business organization, representing the interests of over three million businesses and organizations.
Russell earned her B.A. from the College of William & Mary and her J.D. with honors from American University’s Washington College of Law, where she received the Outstanding Graduate Award. Ms. Russell serves on the board of directors of the U.S. Chamber of Commerce, the world’s largest business organization, representing the interests of over three million businesses and organizations.
Achanta also has held senior leadership positions in data and analytics at Capital One and Experian. Mr. Achanta earned his Bachelor of Science degree in Computer Science and Engineering from Andhra University in India and his M.B.A. from UCLA’s Anderson School of Management. Todd M.
Achanta also has held senior leadership positions in technology and data & analytics at Capital One and Experian. Mr. Achanta earned his Bachelor of Science degree in Computer Science and Engineering from Andhra University in India and his M.B.A. from UCLA’s Anderson School of Management. Todd M.
Martin earned his B.S. in Management from Purdue University and his M.B.A. from the University of Michigan Business School. R. Dane Mauldin has served as Executive Vice President, Chief Operations Officer for TransUnion since May 2019. In this role, Mr. Mauldin leads the organization’s focus on operations across the enterprise, including vision, planning and execution required throughout the customer journey.
Martin earned his B.S. in Management from Purdue University and his M.B.A. from the University of Michigan Business School. R. Dane Mauldin has served as Executive Vice President, Chief Operations Officer for TransUnion since May 2019. Mr. Mauldin leads the organization’s focus on operations across the enterprise, including the vision, planning and execution required throughout the customer journey.
Information Services CFO from October 2005 to 39 December 2008, overseeing financial operations of the U.S. Information Services segment. Mr. Cello also serves on the University of Illinois at Chicago’s College of Business Advisory Council. Mr. Cello earned his bachelor’s degree in Accounting from University of Illinois at Chicago and is a certified public accountant. Steven M.
Information Services CFO from October 2005 to 41 December 2008, overseeing financial operations of the U.S. Information Services segment. Mr. Cello also serves on the University of Illinois at Chicago’s College of Business Advisory Council. Mr. Cello earned his bachelor’s degree in Accounting from University of Illinois at Chicago and is a certified public accountant. Steven M.
He previously served as Executive Vice President and Chief Data & Technology Officer of Neustar, where he led data science, data strategy and technology teams across Neustar. While at Neustar, he helped lead the creation of the OneID platform and technology transformation across all products. Prior to joining Neustar in 2016, Mr.
Achanta previously served as Executive Vice President and Chief Data & Technology Officer of Neustar, Inc., where he led data science, data strategy and technology teams across the company. While at Neustar, he helped lead the creation of the OneID platform and technology transformation across all products. Prior to joining Neustar in 2016, Mr.
Prior to joining 40 TransUnion, he served as Chief Executive Officer of Screening Solutions and Customer Operations for LexisNexis Risk Solutions, a division of Reed Elsevier. Prior roles at LexisNexis included Vice President of Total Customer Experience and Vice President of Collections Market Planning. He also held management positions at Commercial Financial Services and Experian. Mr.
Prior to joining TransUnion, he served as Chief Executive Officer of Screening Solutions and Customer Operations for LexisNexis Risk Solutions, a division of Reed Elsevier. Other roles at LexisNexis were Vice President of Total Customer Experience and Vice President of Collections Market Planning. He also held management positions at Commercial Financial Services and Experian. Mr.
He previously held the role of Chief Product Officer from 2013 until May 2019, where he was responsible for content acquisition, analytic discovery, product development and product delivery across the company’s global footprint. Mr. Mauldin has an extensive background in the information solutions industry.
Previously, he was Chief Product Officer from February 2013 until May 2019, where he was responsible for content acquisition, analytic discovery, product development and product delivery across the company’s global footprint. Mr. Mauldin has an extensive background in the information solutions industry.
Prior to that, Ms. Russell spent four years as Managing Director and Global Head of Public Policy and Regulatory Affairs at Bank of New York Mellon, five years as Senior Vice President and Associate General Counsel at Bank of America and eight years at Skadden in Washington, D.C. and London focused on financial services, corporate finance, and mergers and acquisitions.
Prior to that, she served as Managing Director and Global Head of Public Policy and Regulatory Affairs at Bank of New York Mellon, and as Senior Vice President and Associate General Counsel at Bank of America. She also spent eight years at Skadden in Washington, D.C. and London focused on financial services, corporate finance, and mergers and acquisitions. Ms.
Russell is Executive Vice President, Chief Legal Officer of TransUnion. Ms. Russell is an accomplished legal executive with more than 25 years of diverse experience across the global financial services and technology sectors. She is responsible for legal, risk, compliance, government and regulatory relations, corporate governance, consumer privacy and ESG functions for TransUnion and its subsidiaries around the world.
Russell is an accomplished legal executive with more than 25 years of diverse experience across the global financial services and technology sectors. She is 42 responsible for legal, risk, compliance, government and regulatory relations, corporate governance, consumer privacy and ESG functions for TransUnion and its subsidiaries around the world. Prior to joining the Company in 2018, Ms.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 38 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers, and their positions and ages as of February 14, 2023, are set forth below: Name Age Position Christopher A. Cartwright 57 President & Chief Executive Officer and Director Venkat Achanta 50 Executive Vice President, Chief Data & Analytics Officer Todd M.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 40 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers, and their positions and ages as of February 28, 2024, are set forth below: Name Age Position Christopher A. Cartwright 58 President & Chief Executive Officer and Director Venkat Achanta 51 Executive Vice President, Chief Technology, Data & Analytics Officer Todd M.
Cartwright has served as the President & Chief Executive Officer of TransUnion and a member of the Board of Directors since May 2019. He joined the Company in August 2013, previously serving as Executive Vice President, U.S.
Russell 52 Executive Vice President, Chief Legal Officer Todd C. Skinner 54 President, International Christopher A. Cartwright has served as the President & Chief Executive Officer of TransUnion and a member of the Board of Directors since May 2019. He joined the Company in August 2013, previously serving as Executive Vice President, U.S.
Prior to joining the Company in 2018, Ms. Russell was a partner at the law firm of Buckley, LLP, from October 2016 until May 2018, where she led the firm’s Financial Institutions Regulation, Supervision and FinTech practices. Previously, she served as Executive Vice President, Chief Legal Officer and Corporate Secretary at Fifth Third Bank from September 2015 until July 2016.
Russell was a partner at the law firm of Buckley, LLP, where she led the firm’s Financial Institutions Regulation, Supervision and FinTech practices. Previously, she served as Executive Vice President, Chief Legal Officer and Corporate Secretary at Fifth Third Bank.
She also serves on the boards of directors of the Chicago Council on Global Affairs and Illinois Legal Aid Online. Todd C. Skinner has served as President, International since August 2021 and is responsible for leading TransUnion’s growth across international markets. Mr. Skinner has nearly 30 years of experience delivering information solutions at leading global companies.
She is also on the boards of Illinois Legal Aid Online and the Chicago Council on Global Affairs where she chairs the board’s Nominating and Governance Committee. Todd C. Skinner has served as President, International since August 2021 and is responsible for leading TransUnion’s growth across international markets. Mr.
He previously held business management roles at TransUnion leading both a number of industry vertical-focused teams and a high growth horizontal solution called the Specialized Risk Group. Prior to joining TransUnion in September 2009, Mr.
Martin is responsible for managing revenue growth and profitability through the strategy, planning, innovation and commercialization of nearly all of TransUnion’s products and solutions globally. He previously held business management roles at TransUnion leading both a number of industry vertical-focused teams and a high growth horizontal solution called the Specialized Risk Group. Prior to joining TransUnion in September 2009, Mr.
Chaouki serves on the boards of MAIA Biotechnology, Inc. (NYSE American: MAIA) and Spring Labs. Mr. Chaouki earned his bachelor’s degree from Boston University and his M.B.A. from the University of Chicago Booth School of Business. Abhinav (Abhi) Dhar joined the Company in January 2019 as Executive Vice President, Chief Information & Technology Officer. In this role, Mr.
Chaouki serves on the board of MAIA Biotechnology, Inc. (NYSE American: MAIA). Mr. Chaouki earned his bachelor’s degree from Boston University and his M.B.A. from the University of Chicago Booth School of Business. Timothy J. Martin has served as Executive Vice President, Chief Global Solutions Officer since May 2019. In this role, Mr.
He joined TransUnion in 2014, previously serving as TransUnion’s Regional President of Canada, Latin American and Caribbean. Prior to joining TransUnion, Mr. Skinner was the President of First Canadian Title Default Solutions, a technology recovery business. Previously, he served as Chief Credit Officer and Chief Operations Officer for Retail Banking and Wealth Management at HSBC.
Skinner has nearly 30 years of experience delivering information solutions at leading global companies. He joined TransUnion in 2014, previously serving as TransUnion’s Regional President of Canada, Latin American and Caribbean. Prior to joining TransUnion, Mr. Skinner was the President of First Canadian Title Default Solutions, a technology recovery business.
He serves as TransUnion’s representative on the Global Board of the U.S.-India Business Council (USIBC) and is on the Board of Directors for Buro De Credito and Cliffside Capital. Our executive officers are elected annually by our board of directors. There are no family relationships among any of the Company’s executive officers. 41 PART II
He is also on the board of directors of Cliffside Capital. Our executive officers are elected annually by our Board. There are no family relationships among any of the Company’s executive officers. 43 PART II
He serves on the Board of Directors of P33 Chicago and the Board of Trustees of the Museum of Science and Industry. Venkat Achanta has served as Executive Vice President, Chief Data & Analytics Officer for TransUnion since February 2022. Mr. Achanta was appointed to this position following completion of TransUnion’s acquisition of Neustar, Inc. in December 2021.
He serves on the Board of Directors of P33 Chicago and the Board of Trustees of the Museum of Science and Industry. Venkat Achanta has served as Executive Vice President, Chief Technology, Data & Analytics Officer for TransUnion since July 2023. Along with leading a unified data strategy and data science across the organization, in this role, Mr.
She previously worked at Lang Michener LLP. Ms. Muigai earned her Bachelor of Law from the University of Windsor in Canada, and her Master of Law in International Business from the University of London. She serves on the Board of Breakfast Club of Canada and previously served on the boards of MassMart Holdings Ltd and the Walmart Foundation. Heather J.
Ms. Muigai earned her Bachelor of Law from the University of Windsor in Canada, and her Master of Law in International Business from the University of London. She serves on the board of directors of Coursera, Inc. (NYSE: COUR) and Breakfast Club of Canada. Heather J. Russell is Executive Vice President, Chief Legal Officer of TransUnion. Ms.
Cello 47 Executive Vice President, Chief Financial Officer Steven M. Chaouki 50 President, U.S. Markets and Consumer Interactive Abhinav (Abhi) Dhar 51 Executive Vice President, Chief Information & Technology Officer Karen E. Krause 47 Executive Vice President, Chief Strategy and Communications Officer Timothy J. Martin 52 Executive Vice President, Chief Global Solutions Officer R.
Cello 48 Executive Vice President, Chief Financial Officer Steven M. Chaouki 51 President, U.S. Markets and Consumer Interactive Timothy J. Martin 53 Executive Vice President, Chief Global Solutions Officer R. Dane Mauldin 53 Executive Vice President, Chief Operations Officer Susan W. Muigai 54 Executive Vice President, Chief Human Resources Officer Heather J.
Dhar is responsible for all aspects of the company’s technology, including strategy, security, applications, operations, infrastructure and delivery of solutions that support TransUnion’s global information systems. Prior to TransUnion, Mr. Dhar co-founded Packyge, Inc. in April 2017, a last-mile delivery startup focused on enabling last step in-store digital experiences.
Achanta is responsible for all aspects of the company’s technology, including strategy, security, product engineering, operations, infrastructure and delivery of solutions that support TransUnion’s global information systems. He previously held the role of Executive Vice President, Chief Data & Analytics Officer from February 2022 to July 2023. Mr.
Removed
Dane Mauldin 52 Executive Vice President, Chief Operations Officer Susan W. Muigai 53 Executive Vice President, Chief Human Resources Officer Heather J. Russell 51 Executive Vice President, Chief Legal Officer Todd C. Skinner 53 President, International Christopher A.
Added
Skinner earned his bachelor’s degree of commerce from St. Mary’s University and his M.B.A. from the Kellogg-Schulich Executive M.B.A. He serves as TransUnion’s representative on the Global Board of the U.S.-India Business Council (USIBC) and the board of directors for Trans Union de Mexico S.A., TransUnion International UK Ltd., TransUnion CIBIL Limited.
Removed
Prior to Packyge, he held technology leadership roles at Walgreen Boots Alliance (WBA), a pharmacy retail and wholesale company, including Chief Digital Officer, WBA and Chief Information Officer, Retail Pharmacy USA from November 2016 to April 2017, Chief Information Officer and SVP, Digital Product Management and Innovation from December 2015 to November 2016 and SVP and Chief Information Officer, Walgreens, a pharmacy retail company, from November 2014 to December 2015.
Removed
Mr. Dhar joined WBA in 2009 as CTO for the Walgreens Digital Division. Prior to joining WBA, Mr. Dhar held roles of increasing technology management responsibility in travel distribution companies. Mr. Dhar earned his B.E. in Mechanical Engineering from the National Institute of Engineering in Mysore, India and his M.S. in Industrial Engineering from the New Jersey Institute of Technology.
Removed
Karen E. Krause has served as Executive Vice President, Chief Strategy and Communications Officer since June 2022. Ms. Krause is responsible for leading the Global Strategy, Communications and Branding functions, with a focus on enabling, facilitating and monitoring our transformation across global platforms and products to achieve our vision and strategy.
Removed
She brings deep strategy and corporate development expertise in financial services with extensive experience in growing businesses through acquisitions and transforming operations to grow capabilities globally. Ms.
Removed
Krause joined TransUnion from JPMorgan Chase, where she served most recently as Global Head of Product Enablement & Delivery, Integrated Payments Product Group from September 2020 to May 2022, Executive Director, Wholesale Payments Strategic Transformation Projects from 2018 to 2020, Executive Director, Treasury Services Business Transformation from 2017 to 2018, and Executive Director, Corporate Strategy from 2014 to 2017.
Removed
Prior to JPMC, Ms. Krause spent 8 years at S&P Global and previously worked in various strategy and corporate development roles at Goldman Sachs, TCR Private Equity and McKinsey. Ms. Krause earned her B.S.E. in Finance from The Wharton School at the University of Pennsylvania, where she graduated s umma cum laude , and her M.B.A. from Harvard Business School.
Removed
Timothy J. Martin has served as Executive Vice President, Chief Global Solutions Officer since May 2019. In this role, Mr. Martin is responsible for managing revenue growth and profitability through the strategy, planning, innovation and commercialization of nearly all of TransUnion’s products and solutions globally.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed6 unchanged
Biggest changeIssuer Purchases of Equity Securities Period Total Number of Shares Purchased 1 Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 2 October 1 to October 31 12,180 $ 55.73 — $ 166.5 November 1 to November 30 84 56.60 — $ 166.5 December 1 to December 31 59,096 61.34 — $ 166.5 Total 71,360 $ 60.37 — 1.
Biggest changeIssuer Purchases of Equity Securities Period Total Number of Shares Purchased 1 Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 2 October 1 to October 31 1,043 $ 69.85 — $ 166.5 November 1 to November 30 1,808 49.00 — $ 166.5 December 1 to December 31 9,300 64.99 — $ 166.5 Total 12,151 $ 63.03 — 1.
Represents shares that were repurchased from employees for withholding taxes for share-based awards pursuant to the Company’s equity compensation plans. 2. On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock through February 13, 2020. Our board of directors removed the three-year time limitation on February 8, 2018.
Represents shares that were repurchased from employees for withholding taxes for share-based awards pursuant to the Company’s equity compensation plans. 2. On February 13, 2017, our Board authorized the repurchase of up to $300.0 million of our common stock through February 13, 2020. Our Board removed the three-year time limitation on February 8, 2018.
The following graph shows a comparison of cumulative total shareholder return for the Company’s common stock, the Russell 3000 and the Dow Jones U.S. Financials Index. The graph assumes that $100 was invested at market close on December 31, 2016, in each of the Company’s common stock, the Russell 3000 and the Dow Jones U.S. Financial Index.
The following graph shows a comparison of cumulative total shareholder return for the Company’s common stock, the Russell 3000 and the Dow Jones U.S. Financials Index. The graph assumes that $100 was invested at market close on December 31, 2018, in each of the Company’s common stock, the Russell 3000 and the Dow Jones U.S. Financial Index.
The cumulative total returns for the Russell 3000 and the Dow Jones U.S. Financial Index assume reinvestment of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance. 42
The cumulative total returns for the Russell 3000 and the Dow Jones U.S. Financial Index assume reinvestment of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance. 44
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock has been listed on The New York Stock Exchange under the symbol “TRU” since June 25, 2015. Holders of Record As of January 31, 2023, we had 17 stockholders of record.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock has been listed on The New York Stock Exchange under the symbol “TRU” since June 25, 2015. Holders of Record As of January 31, 2024, we had 12 stockholders of record.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

159 edited+109 added−81 removed55 unchanged
Biggest changeAdjusted EBITDA margin increased in 2021 due primarily to increase in revenue and improving market conditions. 59 Adjusted Net Income, Adjusted EPS Twelve Months Ended Change December 31, 2022 vs. 2021 2021 vs. 2020 (dollars in millions) 2022 2021 2020 $ % $ % Reconciliation of net income attributable to TransUnion to Adjusted Net Income: Net income attributable to TransUnion $ 269.5 $ 1,387.1 $ 343.2 $ (1,117.6) nm $ 1,043.9 nm Discontinued operations, net of tax (17.4) (1,031.7) (49.8) 1,014.3 nm (981.9) nm Income from continuing operations attributable to TransUnion $ 252.1 $ 355.5 $ 293.4 $ (103.4) (29.1) % $ 62.1 21.2 % Adjustments before income tax items: Stock-based compensation 1 81.1 70.1 45.9 11.0 15.7 % 24.2 52.7 % Mergers and acquisitions, divestitures and business optimization 2 50.7 52.6 8.5 (1.9) (3.6) % 44.10 nm Accelerated technology investment 3 51.4 42.3 19.3 9.1 21.5 % 23.0 nm Net other 4 44.3 17.7 34.1 26.6 nm (16.4) (48.1) % Amortization of certain intangible assets 5 306.7 189.3 181.2 117.4 62.0 % 8.1 4.5 % Total adjustments before income tax items $ 534.2 $ 372.0 $ 288.9 $ 162.2 43.6 % $ 83.1 28.8 % Change in provision for income taxes $ (86.2) $ (62.9) $ (68.2) $ (23.3) 37.0 % $ 5.3 (7.8) % Adjusted Net Income $ 700.1 $ 664.5 $ 514.1 $ 35.6 5.4 % $ 150.4 29.3 % Weighted-average shares outstanding: Basic 192.5 191.4 189.9 nm nm nm nm Diluted 193.1 193.0 192.2 nm nm nm nm Adjusted Earnings per Share: Basic $ 3.64 $ 3.47 $ 2.71 $ 0.17 4.9 % $ 0.76 28.0 % Diluted $ 3.62 $ 3.44 $ 2.67 $ 0.18 5.2 % $ 0.77 28.8 % 60 Twelve Months Ended December 31, 2022 2021 2020 Reconciliation of diluted earnings per share from net income attributable to TransUnion to Adjusted Diluted Earnings per Share: Diluted earnings per common share from: Net income attributable to TransUnion $ 1.40 $ 7.19 $ 1.79 Discontinued operations, net of tax (0.09) (5.35) (0.26) Income from continuing operations attributable to TransUnion $ 1.31 $ 1.84 $ 1.53 Adjustments before income tax items: Stock-based compensation 1 0.42 0.36 0.24 Mergers and acquisitions, divestitures and business optimization 2 0.26 0.27 0.04 Accelerated technology investment 3 0.27 0.22 0.10 Net other 4 0.23 0.09 0.18 Amortization of certain intangible assets 5 1.59 0.98 0.94 Total adjustments before income tax items $ 2.77 $ 1.93 $ 1.50 Change in provision for income taxes $ (0.45) $ (0.33) $ (0.35) Adjusted Diluted Earnings per Share $ 3.62 $ 3.44 $ 2.67 As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below. 1.
Biggest changeEBITDA Margin decreased in 2022 due primarily to lower margins from our recent acquisitions. 64 Adjusted Net Income and Adjusted Earnings Per Share Twelve Months Ended Change December 31, 2023 vs. 2022 2022 vs. 2021 2023 2022 2021 $ % $ % Reconciliation of net (loss) income attributable to TransUnion to Adjusted Net Income: Net (loss) income attributable to TransUnion 8 $ (206.2) $ 266.3 $ 1,390.3 $ (472.4) nm $ (1,124.1) (80.8) % Discontinued operations, net of tax 0.7 (17.4) (1,031.7) 18.1 nm 1,014.3 (98.3) % (Loss) income from continuing operations attributable to TransUnion 8 $ (205.4) $ 248.9 $ 358.7 $ (454.3) nm $ (109.8) (30.6) % Pre-tax adjustments: Goodwill impairment 414.0 — — 414.0 nm — nm Amortization of certain intangible assets 293.6 306.7 189.3 (13.1) (4.3) % 117.4 62.0 % Stock-based compensation 100.6 81.1 70.1 19.5 24.0 % 11.0 15.7 % Operating model optimization program 1 77.6 — — 77.6 nm — nm Accelerated technology investment 2,8 70.6 54.0 39.7 16.6 30.8 % 14.3 36.0 % Mergers and acquisitions, divestitures and business optimization 3 34.6 50.7 52.6 (16.1) (31.7) % (1.83) (3.5) % Net other 4 14.0 44.3 17.7 (30.3) (68.4) % 26.6 nm Total adjustments before income tax items 8 $ 1,005.0 $ 536.8 $ 369.4 $ 468.2 87.2 % $ 167.4 45.3 % Total adjustments for income taxes 5,8 $ (144.1) $ (86.8) $ (62.3) $ (57.3) 66.0 % $ (24.5) 39.3 % Adjusted Net Income 8 $ 655.4 $ 698.9 $ 665.7 $ (43.5) (6.2) % $ 33.2 5.0 % Weighted-average shares outstanding: Basic 193.4 192.5 191.4 0.9 0.5 % 1.1 0.6 % Diluted 194.7 193.1 193.0 1.6 0.8 % 0.1 0.1 % Adjusted Earnings per Share: 8 Basic $ 3.39 $ 3.63 $ 3.48 $ (0.24) (6.7) % $ 0.15 4.3 % Diluted $ 3.37 $ 3.62 $ 3.45 $ (0.25) (7.0) % $ 0.17 4.9 % 65 Twelve Months Ended December 31, 2023 2022 2021 Reconciliation of diluted (loss) earnings per share from net (loss) income attributable to TransUnion to Adjusted Diluted Earnings per Share: Diluted earnings per common share from: 7 Net (loss) income attributable to TransUnion 8 $ (1.07) $ 1.38 $ 7.20 Discontinued operations, net of tax — (0.09) (5.35) (Loss) income from continuing operations attributable to TransUnion 8 $ (1.06) $ 1.29 $ 1.86 Adjustments before income tax items: Goodwill impairment 2.13 — — Amortization of certain intangible assets 1.51 1.59 0.98 Stock-based compensation 0.52 0.42 0.36 Operating model optimization program 1 0.40 — — Accelerated technology investment 2,8 0.36 0.28 0.21 Mergers and acquisitions, divestitures and business optimization 3 0.18 0.26 0.27 Net other 4 0.07 0.23 0.09 Total adjustments before income tax items 8 $ 5.16 $ 2.78 $ 1.91 Total adjustments for income taxes 5,8 (0.74) (0.45) (0.32) Impact of additional dilutive shares 6 $ 0.02 $ — $ — Adjusted Diluted Earnings per Share 8 $ 3.37 $ 3.62 $ 3.45 As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below. 1.
Asia Pacific: For 2022, Asia Pacific revenue increased $13.2 million, or 21.1%, due primarily to higher local currency revenue from increased volumes resulting from improved macroeconomic conditions, and new business wins, particularly in the Philippines and Hong Kong, partially offset by a decrease of 3.1% from the impact of foreign currencies.
For 2022, Asia Pacific revenue increased $13.2 million, or 21.1%, due primarily to higher local currency revenue from increased volumes resulting from improved macroeconomic conditions, and new business wins, particularly in the Philippines and Hong Kong, partially offset by a decrease of 3.1% from the impact of foreign currencies.
Investing Activities For 2022, the decrease in cash used in investing activities was due primarily to 508.1 million of cash used for acquisitions in 2022 compared with $3,596.1 million in 2021, partially offset by $103.6 million of proceeds from the sale of discontinued operations in 2022 compared with $1,706.8 million in 2022 and an increase in capital expenditures.
For 2022, the decrease in cash used in investing activities was due primarily to $508.1 million of cash used for acquisitions in 2022 compared with $3,596.1 million in 2021, partially offset by $103.6 million of proceeds from the sale of discontinued operations in 2022 compared with $1,706.8 million in 2021 and an increase in capital expenditures.
All tables and discussions below exclude the impact of the Healthcare business. On December 1, 2021, we entered into an agreement to amend certain provisions of the Senior Secured Credit Facility and exercise our right to draw additional debt in an amount of $3,100.0 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively.
All tables and discussions below exclude the impact of the Healthcare business. 49 On December 1, 2021, we entered into an agreement to amend certain provisions of the Senior Secured Credit Facility and exercise our right to draw additional debt in an amount of $3,100.0 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively.
On December 1, 2021, we entered into a Second Lien Credit Agreement to obtain term loans in an aggregate amount of $640.0 million (the “Second Lien Term Loan”), less original issue discount and deferred financing fees of $3.2 million and 46 $14.3 million, respectively, used to fund the acquisition of Sontiq.
On December 1, 2021, we entered into a Second Lien Credit Agreement to obtain term loans in an aggregate amount of $640.0 million (the “Second Lien Term Loan”), less original issue discount and deferred financing fees of $3.2 million and $14.3 million, respectively, used to fund the acquisition of Sontiq.
Sontiq, a leader in digital identity protection and security, provides solutions including identity monitoring, restoration, and response products and services to help empower consumers and businesses to proactively protect against identity theft and cyber threats. The results of operations of Sontiq are included in the Consumer Interactive segment in our consolidated statements of income since the date of the acquisition.
Sontiq, a leader in digital identity protection and security, provides solutions including identity monitoring, restoration, and response products and services to help empower consumers and businesses to proactively protect against identity theft and cyber threats. The results of operations of Sontiq are included in the Consumer Interactive segment in our Consolidated Statements of Operations since the date of the acquisition.
While we currently expect to continue to pay quarterly dividends, any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our board of directors deems appropriate.
While we currently expect to continue to pay quarterly dividends, any determination to pay dividends in the future will be at the discretion of our Board and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our Board deems appropriate.
U.S. Markets Segment Revenue For 2022, U.S. Markets revenue increased $656.3 million, compared with the same period in 2021, due primarily to a 36.6% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue in our financial services vertical. For 2021 , U.S.
For 2022 , U.S. Markets revenue increased $656.3 million , compared with the same period in 2021 , due primarily to a 36.6% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue in our Financial Services vertical.
During 2022, the labor market remained strong and supply chain constraints began to ease, while persistent inflation, rapidly increasing energy prices, and consecutive interest rate increases by the Federal Reserve have all contributed to constrained economic activity.
During 2022, the labor market remained strong and supply chain constraints began to ease, while persistent inflation, rapidly increasing energy prices, and consecutive interest rate increases by the Federal Reserve all contributed to constrained economic activity.
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.
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.
Emerging Verticals: For 2022, Emerging Verticals revenue increased $491.1 million, due primarily to a 64.7% increase from our acquisition of Neustar and an increase in organic revenue. Organic revenue increased in all of our verticals due primarily to new wins in our existing product portfolio.
For 2022, Emerging Verticals revenue increased $491.1 million, compared to 2022, due primarily to a 64.7% increase from our acquisition of Neustar and an increase in organic revenue. Organic revenue increased in all of our verticals due primarily to new wins in our existing product portfolio.
To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million. 65 W e have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate.
To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million. 71 W e have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate.
The impact of higher interest rates on slowing aggregate demand is expected to result in increased unemployment levels over the next year, which is likely to reduce consumer demand for credit. These dynamics impact the comparability of our results of operations, including our revenue and expense, between the periods presented below.
The impact of higher interest rates on slowing aggregate demand is expected to result in increased unemployment levels over the next year, which is likely to reduce consumer credit activity. These dynamics impact the comparability of our results of operations, including our revenue and expense, between the periods presented below.
As of December 31, 2022, we were in compliance with all debt covenants. Our ability to meet our liquidity needs or to pay dividends on our common stock depends on our subsidiaries’ earnings, the terms of their indebtedness, and other contractual restrictions.
As of December 31, 2023, we were in compliance with all debt covenants. Our ability to meet our liquidity needs or to pay dividends on our common stock depends on our subsidiaries’ earnings, the terms of their indebtedness, and other contractual restrictions.
Recent Accounting Pronouncements For information about recent accounting pronouncements and the potential impact on our consolidated financial statements, see Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies.” 70
Recent Accounting Pronouncements For information about recent accounting pronouncements and the potential impact on our consolidated financial statements, see Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies.” 76
Overview TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, working to help people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
Overview TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
The results of operations are classified as discontinued operations, net of tax, in our consolidated statement of income for all periods presented. Discontinued operations, net of tax, also includes a gain on the divestiture of the Healthcare business of $982.5 million, net of tax, in the consolidated statements of income for 2021.
The results of operations are classified as discontinued operations, net of tax, in our Consolidated Statements of Operations for all periods presented. Discontinued operations, net of tax, also includes a gain on the divestiture of the Healthcare business of $982.5 million, net of tax, in the Consolidated Statements of Operations for 2021.
Upon the sale, we received total proceeds of $173.9 million, consisting of $103.6 million in cash, and a note receivable with a face value of $72.0 million and a fair value of $70.3 million.
Upon the sale, we received total proceeds of $173.9 million, consisting of $103.6 million in cash, and a note receivable with a face value of $72.0 million and a fair value of $70.3 million on the date of sale.
Market multiples are based on the Guideline Public Company Method using comparable publicly traded company multiples of EBITDA for a group of benchmark companies. We believe the assumptions that we use in our qualitative and quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace participants.
Market multiples are based on the Guideline Public Company Method using comparable publicly traded company multiples of EBITDA for a group of benchmark companies. We believe the assumptions that we use in our impairment analysis are reasonable and consistent with assumptions that would be used by other marketplace participants.
On December 23, 2021, we fully repaid the Second Lien Term Loan using a portion of the proceeds from our sale of the Healthcare business. As a result of the prepayment, we expensed the unamortized original issue discount and deferred fees to other income and expense in the consolidated statement of income.
On December 23, 2021, we fully repaid the Second Lien Term Loan using a portion of the proceeds from our sale of the Healthcare business. As a result of the prepayment, we expensed the unamortized original issue discount and deferred fees to other income and expense in the Consolidated Statements of Operations.
Financing Activities For 2022, the decrease in cash of financing activities was due primarily to net debt proceeds in 2021 to fund our acquisitions partially offset by an increase in debt prepayments in 2022.
For 2022, the decrease in cash from financing activities was due primarily to net debt proceeds in 2021 to fund our acquisitions partially offset by an increase in debt prepayments in 2022.
Financial Services: For 2022, Financial Services revenue increased $165.1 million due primarily to a 16.7% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue.
For 2022, Financial Services revenue increased $165.1 million, compared with 2021, due primarily to a 16.7% increase from our acquisitions of Neustar and Argus, partially offset by a decrease in organic revenue.
Factors Affecting Our Results of Operations The following are certain key factors that affect, or have recently affected, our results of operations: Macroeconomic and Industry Trend s Our revenues and results of operations have been and can be significantly influenced by general macroeconomic conditions, including but not limited to, interest rates, inflation, housing demand, the availability of credit and capital, employment levels, consumer confidence and the impact of the global COVID-19 pandemic.
Factors Affecting Our Results of Operations The following are certain key factors that affect, or have recently affected, our results of operations: Macroeconomic and Industry Trend s Our revenues and results of operations have been and can be significantly influenced by general macroeconomic conditions, including but not limited to, interest rates, inflation, housing demand, the availability of credit and capital, employment levels, and consumer confidence.
On November 16, 2022, we entered into new interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. These swaps replaced other swaps that expired in December 30, 2022.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. These swaps replaced other swaps that expired on December 30, 2022.
Each year, the Company may be required to make additional principal payments on the Senior Secured Term Loan B based on excess cash flows of the prior year, as defined in the agreement. There were no excess cash flows for 2022 and therefore no additional payment will be required in 2023.
Each year, the Company may be required to make additional principal payments on the Senior Secured Term Loan B based on excess cash flows of the prior year, as defined in our credit agreement. There were no excess cash flows for 2023 and therefore no additional payment will be required in 2024.
As of December 31, 2022, we have an accrued liability of $56.0 million, compared with $26.5 million as of December 31, 2021, in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition.
As of December 31, 2023 and 2022, we have an accrued liability of $56.0 million in connection with this matter and there is a reasonable possibility that a loss in excess of the amount accrued may be incurred, and such an outcome could have a material adverse effect on our results of operations and financial condition.
We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board. On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018.
We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our Board. In February 2017, our Board authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our Board removed the three-year time limitation in February 2018.
The dividend rate was $0.105 per share in the third and fourth quarters of 2022, $0.095 per share per quarter from the second quarter 2021 to the second quarter 2022 and $0.075 per share per quarter in the first quarter 2021. During 2022, we paid total dividends of $77.8 million.
The dividend rate was $0.105 per share in each quarter of 2023 and the third and fourth quarters of 2022, $0.095 per share in each quarter from the second quarter of 2021 to the second quarter of 2022, and $0.075 per share in the first quarter of 2021. During 2023, we paid total dividends of $81.8 million.
The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,320.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.4105% and 4.4465% in exchange for receiving a variable rate that matches the variable rate on our loans.
The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,300.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans.
The tranche commenced on December 31, 2021, and expires on December 31, 2026, with a current aggregate notional amount of $1,584.0 million that amortizes each quarter. The tranche requires us to pay fixed rates varying between 1.428% and 1.4360% in exchange for receiving a variable rate that matches the variable rate on our loans.
The tranche commenced on December 31, 2021, and expires on December 31, 2026, with a current aggregate notional amount of $1,568.0 million that amortizes each quarter. The tranche requires us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans.
International Segment Revenue For 2022, International revenue increased $54.0 million, or 7.7%, compared with 2021, due primarily to higher local currency revenue in all regions from increased volumes, which resulted from improving economic conditions and from new product initiatives, and a decrease of 7.3% from the impact of foreign currencies.
For 2022, International revenue increased $54.0 million, or 7.7%, compared with 2021. The increase was due primarily to higher local currency revenue in all regions from increased volumes, which resulted from improving economic conditions and from new product initiatives, partially offset by a decrease of 7.3% from the impact of foreign currencies.
For additional information about our debt and hedge, see Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 12, “Debt.” Contractual Obligations Refer to Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 12, “Debt,” Note 13, “Leases” and Note 21, “Commitments,” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2022.
For additional information about our debt and hedge, see Part II, Item 8, “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements,” Note 13, “Debt.” Contractual Obligations Refer to Part II, Item 8, “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements,” Note 13, “Debt,” Note 14, “Leases” and Note 22, “Commitments,” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2023.
The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,584.0 million that 66 amortizes each quarter. The swaps require us to pay fixed rates varying between 1.4280% and 1.4360% in exchange for receiving a variable rate that matches the variable rate on our loans.
The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,568.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans.
The increase in interest expense for 2022 is due primarily to additional borrowings of $3,100.0 million under our Senior Secured Credit Facility to fund the acquisition of Neustar on December 1, 2021, and the impact of an increase in the average interest rate.
For 2022, interest expense increased $118.3 million compared with 2021. The increase in interest expense for 2022 was due primarily to additional borrowings of $3,100.0 million under our Senior Secured Credit Facility to fund the acquisition of Neustar on December 1, 2021, and the impact of an increase in the average interest rate.
Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred. See Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 22, “Contingencies,” for further information. Income Taxes As of December 31, 2022, our consolidated balance sheet included non-current deferred tax liabilities of $762.0 million.
Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred. 75 See Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 23, “Contingencies,” for further information. Income Taxes As of December 31, 2023, our Consolidated Balance Sheet included non-current deferred tax liabilities of $592.9 million.
The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,320.0 million that amortizes each quarter. The swaps require TransUnion to pay fixed rates varying between 4.4105% and 4.4465% in exchange for receiving a variable rate that matches the variable rate on our loans.
The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,300.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans.
The increase was due primarily to higher local currency revenue from meaningful new business wins and contract renewals as well as growth in emerging countries, partially offset by a decrease of 10.1% from the impact of foreign currencies. For 2021, Africa revenue increased $10.5 million, or 21.4%.
For 2022, Africa revenue increased $2.2 million, or 3.8%, compared to 2021. The increase was due primarily to higher local currency revenue from meaningful new business wins and contract renewals as well as growth in emerging countries, partially offset by a decrease of 10.1% from the impact of foreign currencies.
We have deferred tax assets related to loss and credit carryforw ards of $179.2 million, net of valuation allowances of $98.9 million. Our estimate of the amount of the deferred tax a sset we can realize requires significant assumptions about projected revenues and income that are impacted by future market and economic conditions.
We have deferred tax assets related to loss and credit carryforw ards of $228.0 million, net of valuation allowances of $104.7 million. Our estimate of the amount of the deferred tax a sset we can realize requires significant assumptions about projected revenues and income that are impacted by future market and economic conditions.
Markets segment decreased due primarily to the impact of the lower margin profile of the Neustar business, integration costs from our acquisition of Argus, and an increase in product costs resulting from the increase in revenue, and a decrease in organic revenue in our financial services vertical, partially offset by an increase in organic revenue in our Emerging Verticals For 2021, Adjusted EBITDA margins for the U.S.
Adjusted EBITDA margins decreased 4.5% due primarily to the impact of the lower margin profile of the Neustar business, integration costs from our acquisition of Argus, and an increase in product costs resulting from the increase in revenue, and a decrease in organic revenue in our financial services vertical, partially offset by an increase in organic revenue in our Emerging Verticals.
Certain deferred tax assets, including net operating loss and foreign tax credit carryforwards, may be deducted from future taxable income in computing our federal income tax liability. Our deferred tax liability includes deferred tax assets and liabilities resulting from net operating loss and tax credit carryforwards, temporary differences, and unrecognized tax benefits for uncertain tax positions.
Certain deferred tax assets, including net operating loss and foreign tax credit carryforwards, may be deducted from future taxable income in computing our federal income tax liability. Our deferred tax liability includes deferred tax assets and liabilities resulting from net operating losses, tax credit carryforwards and temporary differences.
Change Twelve months ended December 31, 2022 vs. 2021 2021 vs. 2020 ( in millions) 2022 2021 2020 $ % $ % Other income and (expense), net: Acquisition fees $ (23.7) $ (48.1) $ (7.0) $ 24.4 (50.7) % $ (41.1) nm Loan fees (11.0) (19.6) (2.0) 8.6 (43.9) % (17.6) nm Other income (expense), net 4.7 18.5 9.9 (13.8) 74.7 % 8.7 (87.5) % Total other income and (expense), net $ (30.0) $ (49.2) $ 0.9 $ 19.2 (39.0) % $ (50.1) nm nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above.
Change Twelve months ended December 31, 2023 vs. 2022 2022 vs. 2021 2023 2022 2021 $ % $ % Other income and (expense), net: Acquisition fees $ (8.2) $ (23.7) $ (48.1) $ 15.5 65.4 % $ 24.4 50.7 % Debt-related expenses (11.5) (11.0) (19.6) (0.5) (4.5) % 8.6 43.9 % Other income (expense), net (3.0) 4.7 18.5 (7.7) nm (13.8) (74.7) % Total other income and (expense), net $ (22.7) $ (30.0) $ (49.2) $ 7.3 (24.3) % $ 19.2 39.0 % nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above.
The impact of higher interest rates has been particularly acute in the housing sector, where higher borrowing rates significantly impacts both home affordability, driving down purchase activity, and demand for mortgage loan refinancing.
In the U.S., the impact of higher interest rates has slowed demand for consumer loans and auto loans, and has been particularly acute in the housing sector, where higher borrowing rates significantly impact both home affordability, driving down purchase activity, and demand for mortgage loan refinancing.
Organic revenue decreased in our mortgage line of business as volumes declined due to the significant increases in interest rates, which was partially offset by an increase in revenue from new product initiatives in our card and banking, consumer lending, and auto lines of business. We anticipate interest rates will remain high and continue to impact our Financial Services business.
Organic revenue decreased in our Mortgage line of business as volumes declined due to the significant increases in interest rates, which was partially offset by an increase in revenue from new product initiatives in our card and banking, consumer lending, and auto lines of business.
As of December 31, 2022 and 2021, we accrued $125.0 million and $85.6 million, respectively, for anticipated claims. These amounts were recorded in other accrued liabilities in the consolidated balance sheets and the associated expenses were recorded in selling, general and administrative expenses in the consolidated statements of income.
As of December 31, 2023 and 2022, we accrued $147.8 million and $125.0 million, respectively, for anticipated claims. These amounts were recorded in other accrued liabilities in the Consolidated Balance Sheets and the associated expenses were recorded in selling, general and administrative expenses in the Consolidated Statements of Operations.
The increase was due primarily to higher local currency revenue from new business wins and incremental revenue with current customers, partially offset by a decrease in revenue of 3.8% from the impact of foreign currencies, and revenue earned from a significant breach contract in the prior year. For 2021, Canada revenue increased $19.0 million, or 17.6%, compared with 2020.
The increase was due primarily to higher local currency revenue from new business wins and incremental revenue with current customers, partially offset by a decrease of 3.8% from the impact of foreign currencies and revenue earned from a significant breach contract in the prior year. Latin America: For 2023, Latin America revenue increased $7.7 million, or 6.8%, compared with 2022.
We have designated these swap agreements as cash flow hedges. On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022.
We have designated these swap agreements as cash flow hedges. On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt.
We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairment is more likely than not for any reporting unit, we perform a quantitative impairment test for that reporting unit.
We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value.
United Kingdom: For 2022, United Kingdom revenue decreased $13.5 million, or 6.3%, compared with 2021. The decrease is primarily driven by a 10.3% impact from foreign currencies. Excluding the impact of foreign currency, local currency revenue increased due to an expansion of key product offerings despite the impact of a one-time contract in the prior year.
For 2022, United Kingdom revenue decreased $13.5 million, or 6.3%, compared with 2021. The decrease was primarily driven by a decrease of 10.3% from the impact of foreign currencies and a drop in volume for a one-time contract compared to the prior year, partially offset by and increase in local currency revenue due to an expansion of key product offerings.
Markets segment in our consolidated statements of income since the date of the acquisition. See Item 8, “Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions.” • On December 1, 2021, we acquired 100% of the equity of Sontiq.
Markets segment in our Consolidated Statements of Operations since the date of the acquisition. See Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions.” • On December 1, 2021, we acquired 100% of the equity of Sontiq.
We define Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.
Adjusted Diluted Earnings Per Share Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.
We use this enriched data, combined with our expertise, to continuously develop more insightful solutions for our customers, all in accordance with global laws and regulations.
We use this enriched data and analytics, combined with our expertise, to continuously develop more insightful solutions for our customers, all while maintaining compliance with global laws and regulations.
Revenue from our recent acquisition of Argus is included in the Financial Services vertical. Within the International segment, we disaggregate revenue by regions, which consists of Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific. For our Consumer Interactive segment, we do not disaggregate revenue.
Within the International segment, we disaggregate revenue by regions, which consists of Canada, Latin America, the U.K., Africa, India, and Asia Pacific. For our Consumer Interactive segment, we do not disaggregate revenue. Revenue from our recent acquisition of Sontiq is included in our Consumer Interactive segment.
Adjusted EBITDA Margin For 2022 and 2021, Adjusted EBITDA margins for the Consumer Interactive were relatively consistent compared to 2021 and 2020, respectively. 56 Non-GAAP measures—Twelve Months Ended December 31, 2022, 2021 and 2020: In addition to the GAAP measures discussed above, Management, including our CODM, evaluates the financial performance of our businesses based on the non-GAAP measures Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Effective Tax Rate and Leverage Ratio.
Non-GAAP Measures—Twelve Months Ended December 31, 2023, 2022 and 2021 In addition to the GAAP measures discussed above, Management, including our CODM, evaluates the financial performance of our businesses based on the non-GAAP measures Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements” Note 1, “Significant Accounting and Reporting Policies,” for additional information about our significant accounting and reporting policies that require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities.
See Part II, Item 8, “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies,” for additional information about our significant accounting and reporting policies that require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. 73 The following paragraphs describe the accounting policies that require significant judgment and estimates due to inherent uncertainty or complexity.
The impact of continued elevated levels of inflation and the resulting response by the Federal Reserve and other central banks to raise interest rates could have a material adverse impact on various aspect of our business in the future.
The impact of elevated but subsiding levels of inflation and the resulting response by the Federal Reserve and other central banks to maintain higher but decreasing interest rates could have a material adverse impact on various aspects of our business in the future.
However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur increased costs litigating this matter. See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 22, “Contingencies,” for further information about this matter.
However, any possible loss or range of loss in excess of the amount accrued is not reasonably estimable at this time. In addition, we will incur increased costs litigating this matter. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements,” Note 23, “Contingencies,” for further information about this matter.
Loan fees For 2022, loan fees included $9.3 million of financing fees and other net costs expensed as a result of our repayment of our Second Lien Term Loan and the partial repayment of our other Term Loans.
For 2021, debt-related expenses included $17.9 million of deferred financing fees and other net costs expensed as a result of our repayment of our Second Lien Term Loan and the partial repayment of our other Term Loans.
Cash and cash equivalents totaled $585.3 million and $1,842.4 million at December 31, 2022 and 2021, respectively, of which $303.4 million and $205.0 million was held outside the United States in each respective period.
Cash and cash equivalents totaled $476.2 million and $585.3 million at December 31, 2023 and 2022, respectively, of which $356.4 million and $303.4 million was held outside the United States in each respective period.
For 2021, we reported a 26.1% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to recording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate tax rate enacted in the second quarter 2021 and nondeductible transaction costs and penalties, partially offset by excess tax benefits on stock based compensation and a tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019 tax years.
For 2022, we reported a 31.0% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to increases in valuation allowances on foreign tax credit carryforwards, nondeductible expenses in connection with certain legal and regulatory matters and executive compensation limitations, and other rate-impacting items, partially offset by benefits from the research and development credit and excess tax benefits on stock-based compensation. 55 For 2021 , we reported a 26.1% effective tax rate, which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to recording tax expense related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate tax rate enacted in the second quarter 2021 and nondeductible transaction costs and penalties, partially offset by excess tax benefits on stock based compensation and a tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019 tax years.
We have designated these swap agreements as cash flow hedges. On April 12, 2022, after failed settlement negotiations with the Consumer Financial Protection Bureau (“CFPB”) regarding a certain regulatory matter, the CFPB filed a lawsuit against us, Trans Union, LLC, TransUnion Interactive, Inc. and our former President of Consumer Interactive.
We have designated these swap agreements as cash flow hedges. On April 12, 2022, after failed settlement negotiations with the CFPB regarding a certain regulatory matter, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. and our former President of Consumer Interactive. During 2022, we recorded an incremental $29.5 million of expense related to this matter.
In addition, a slowing housing market, coupled with lower GDP growth, softening consumer confidence and global geopolitical events added to the deterioration of global macroeconomic conditions and increasing recession fears compared to the post-pandemic rebound of 2021.
In addition, a slowing housing market, coupled with lower GDP growth, softening consumer confidence and global geopolitical events added to the deterioration of global macroeconomic conditions and increasing recession fears compared to the post-pandemic rebound of 2021. During 2023, the U.S. labor market remained steady with low unemployment and rising real wages.
For the twelve months ended December 31, 2022, 2021 and 2020, our segment revenue and adjusted EBITDA were as follows: For the twelve months ended December 31, 2022, 2021 and 2020, these key performance indicators were as follows: Revenue, Adjusted EBITDA and Adjusted EBITDA margin by Segment Change Twelve months ended December 31, 2022 vs. 2021 2021 vs. 2020 (dollars in millions) 2022 2021 2020 $ % $ % Revenue: U.S.
For the twelve months ended December 31, 2023, 2022 and 2021, our segment revenue and Adjusted EBITDA were as follows: Revenue, Adjusted EBITDA and Adjusted EBITDA margin by Segment Change Twelve months ended December 31, 2023 vs. 2022 2022 vs. 2021 2023 2022 2021 $ % $ % Revenue: U.S.
We have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test. 67 Our quantitative impairment test consists of a fair value calculation for each reporting unit that combines an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method.
Our quantitative impairment test consists of a fair value calculation for each reporting unit that combines an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method.
Consumer Interactive Segment Revenue For 2022, Consumer Interactive revenue increased $39.5 million, or 7.2%, compared with 2021, due primarily to an increase of 15.8% from our recent acquisition of Sontiq, partially offset by a decrease in revenue in both of our channels.
For 2022, Consumer Interactive revenue increased $39.5 million, or 7.2%, compared with 2021, due primarily to an increase of 15.8% from our acquisition of Sontiq, partially offset by a decrease in revenue in both of our channels. In our Indirect channel, revenue decreased due primarily to a large breach services contract which was recognized in the second half of 2021.
India: For 2022, India revenue increased $41.1 million, or 30.9%, due primarily to higher local currency revenue from growth in consumer lending and card issuance fueled by consumers who continue to spend despite rising inflation, partially offset by a decrease of 8.4% from the impact of foreign currencies.
The increase was due primarily to higher local currency revenue from growth in consumer lending and card issuance driven by consumers who continue to spend despite rising inflation, partially offset by a decrease of 8.4% from the impact of foreign currencies. Asia Pacific: For 2023, Asia Pacific revenue increased $12.6 million, or 16.7%, compared to 2022.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 12, “Debt,” for additional information about our debt.
See Part II, Item 8, “ Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 11, “Restructuring,” for additional information.
These agreements expired on December 30, 2022, and were previously designated as cash flow hedges. Effect of certain debt covenants A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the senior secured revolving line of credit and could result in a default under the Senior Secured Credit Facility.
Effect of Certain Debt Covenants A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the Senior Secured Revolving Line of Credit and could result in a default under the Senior Secured Credit Facility.
Markets 35.6 % 40.0 % 39.3 % (4.4) % 0.7 % International 43.6 % 42.8 % 37.7 % 0.8 % 5.1 % Consumer Interactive 48.2 % 48.2 % 48.3 % — % (0.1) % nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above. 53 We define Adjusted EBITDA Margin for our segments as the segment Adjusted EBITDA divided by segment gross revenue.
Markets 33.8 % 35.5 % 40.0 % (1.7) % (4.5) % International 43.8 % 43.6 % 42.8 % 0.2 % 0.8 % Consumer Interactive 48.0 % 48.2 % 48.2 % (0.3) % — % nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our data fusion methodology to link and match an increasing set of disparate data to further enrich our database.
Grounded in our heritage as a credit reporting agency, we have built robust and accurate databases of information for a large portion of the adult population in the markets we serve. We use our identity resolution methodology to link and match our expanding high-quality datasets.
Our Leverage Ratio increased in 2022 compared with 2021 due primarily to the decrease in cash as a result of our acquisition of VF and the payment of taxes due on the gain on the divestiture of our Healthcare business, partially offset by proceeds received from the sale of the non-core VF businesses.
Our Leverage Ratio increased in 2022 compared with 2021 due primarily to the decrease in cash as a result of our acquisition of VF and the payment of taxes due on the gain on the divestiture of our Healthcare business, partially offset by proceeds received from the sale of the non-core VF businesses. 70 Liquidity and Capital Resources Overview Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our Senior Secured Revolving Line of Credit.
Markets gross revenue $ 2,447.3 $ 1,791.0 $ 1,510.7 $ 656.3 36.6 % $ 280.3 18.6 % International: Canada $ 128.2 $ 126.9 $ 108.0 $ 1.2 1.0 % $ 19.0 17.6 % Latin America 112.9 103.2 86.5 9.7 9.4 % 16.7 19.3 % UK 203.0 216.5 183.1 (13.5) (6.2) % 33.4 18.2 % Africa 61.7 59.5 49.0 2.2 3.7 % 10.5 21.4 % India 174.2 133.1 100.0 41.1 30.9 % 33.1 33.1 % Asia Pacific 75.9 62.7 56.2 13.2 21.1 % 6.5 11.6 % International gross revenue $ 755.9 $ 701.9 $ 582.7 $ 54.0 7.7 % $ 119.2 20.5 % Consumer Interactive gross revenue $ 585.3 $ 545.8 $ 513.1 $ 39.5 7.2 % $ 32.7 6.4 % Total gross revenue $ 3,788.4 $ 3,038.7 $ 2,606.5 $ 749.8 24.7 % $ 432.2 16.6 % Intersegment revenue eliminations (78.6) (78.4) (75.9) (0.1) nm (2.5) nm Total revenue as reported $ 3,709.9 $ 2,960.2 $ 2,530.6 $ 749.6 25.3 % $ 429.6 17.0 % Adjusted EBITDA: U.S.
Markets gross revenue $ 2,504.2 $ 2,447.3 $ 1,791.0 $ 56.9 2.3 % $ 656.3 36.6 % International: Canada $ 139.5 $ 128.2 $ 126.9 $ 11.3 8.8 % $ 1.2 1.0 % Latin America 120.6 112.9 103.2 7.7 6.8 % 9.7 9.4 % UK 197.2 203.0 216.5 (5.7) (2.8) % (13.5) (6.2) % Africa 60.6 61.7 59.5 (1.1) (1.8) % 2.2 3.7 % India 218.8 174.2 133.1 44.6 25.6 % 41.1 30.9 % Asia Pacific 88.6 75.9 62.7 12.6 16.7 % 13.2 21.1 % International gross revenue $ 825.3 $ 755.9 $ 701.9 $ 69.4 9.2 % $ 54.0 7.7 % Consumer Interactive gross revenue $ 579.7 $ 585.3 $ 545.8 $ (5.6) (0.9) % $ 39.5 7.2 % Total gross revenue $ 3,909.3 $ 3,788.4 $ 3,038.7 $ 120.8 3.2 % $ 749.8 24.7 % Intersegment revenue eliminations (78.1) (78.6) (78.4) 0.5 nm (0.1) nm Total revenue as reported $ 3,831.2 $ 3,709.9 $ 2,960.2 $ 121.3 3.3 % $ 749.6 25.3 % Adjusted EBITDA: U.S.
In connection with formal and informal inquiries by these regulators, we routinely receive requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities. 69 In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters.
In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters.
Markets segment provides consumer reports, actionable insights and analytics to businesses. These businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and mitigate fraud risk. The core capabilities and delivery methods in our U.S.
These businesses use our services to engage and acquire customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and mitigate fraud risk. 46 International The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States.
Markets and Consumer Interactive segments; • an increase for certain legal and regulatory expenses; • an increase in labor costs, as we continue to invest in key strategic growth initiatives; and • an increase in travel and entertainment expenses due to increased travel following the easing of COVID-19 travel restrictions, primarily in our U.S.
Markets and Consumer Interactive segments; • an increase of approximately $25.0 million for certain legal and regulatory expenses; • an increase of approximately $12.0 million in travel and entertainment expenses due to increased travel following the easing of COVID-19 travel restrictions, primarily in our U.S.
Acquisition fees Acquisition fees represent costs we have incurred for various acquisition-related efforts, and include costs related to our acquisitions of Argus in 2022, Neustar and Sontiq in 2021; and Tru Optik and Signal Digital in 2020, as well as costs of our other acquisition efforts.
Acquisition fees Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and exploratory transactions, and include costs related to our acquisitions of Argus in 2022, and Neustar and Sontiq in 2021.
Sources and Uses of Cash Twelve months ended December 31, Change (dollars in millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020 Cash provided by operating activities $ 297.2 $ 808.3 $ 787.6 $ (511.1) $ 20.7 Cash used in investing activities (723.9) (2,212.9) (267.2) 1,489.0 (1,945.7) Cash provided by (used in) financing activities (820.5) 2,762.3 (296.9) (3,582.8) 3,059.2 Effect of exchange rate changes on cash and cash equivalents (9.9) (8.0) (4.4) (1.9) (3.6) Net change in cash and cash equivalents $ (1,257.1) $ 1,349.7 $ 219.1 $ (2,606.8) $ 1,130.6 Operating Activities For 2022, the decrease in cash provided by continuing operations was due primarily to payments for taxes due on the gain on the divestiture of our Healthcare business made in 2022, an increase in interest expense and an increase in cash paid for accrued incentive and other compensation.
Sources and Uses of Cash Twelve months ended December 31, Change (dollars in millions) 2023 2022 2021 2023 vs. 2022 2022 vs. 2021 Cash provided by operating activities $ 645.4 $ 297.2 $ 808.3 $ 348.2 $ (511.1) Cash used in investing activities (318.9) (723.9) (2,212.9) 405.0 1,489.0 Cash (used in) provided by financing activities (438.8) (820.5) 2,762.3 381.7 (3,582.8) Effect of exchange rate changes on cash and cash equivalents 3.2 (9.9) (8.0) 13.1 (1.9) Net change in cash and cash equivalents $ (109.1) $ (1,257.1) $ 1,349.7 $ 1,148.0 $ (2,606.8) Operating Activities For 2023, the increase in cash provided by operating activities 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.
Adjusted Provision for Income Taxes We reported an adjusted tax rate of 22.4%, 22.2%, and 22.4%, for 2022, 2021, and 2020, respectively, each of which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to increases for state taxes and foreign withholding taxes, partially offset by benefits from the research and development credit and foreign taxes in jurisdictions which have tax rates lower than the U.S. federal corporate statutory rate. 62 Leverage Ratio Twelve Months Ended December 31, 2022 2021 2020 Reconciliation of net income (loss) attributable to TransUnion to Adjusted EBITDA: Net income (loss) attributable to TransUnion $ 269.5 $ 1,387.1 $ 343.2 Discontinued operations, net of tax (17.4) (1,031.7) (49.8) Income (loss) from continuing operations attributable to TransUnion $ 252.1 $ 355.5 $ 293.4 Net interest expense 226.2 109.2 120.6 Provision (benefit) for income taxes 119.9 130.9 83.7 Depreciation and amortization 519.0 377.0 346.8 EBITDA $ 1,117.3 $ 972.5 $ 844.5 Adjustments to EBITDA: Stock-based compensation 1 $ 81.1 $ 70.1 $ 45.9 Mergers and acquisitions, divestitures and business optimization 2 50.7 52.6 8.5 Accelerated technology investment 3 51.4 42.3 19.3 Net other 4 46.1 19.4 35.5 Total adjustments to EBITDA $ 229.3 $ 184.4 $ 109.1 Consolidated Adjusted EBITDA 1,346.5 1,156.9 953.6 Adjusted EBITDA for Pre-Acquisition Period 5 6.4 145.4 — Leverage Ratio Adjusted EBITDA $ 1,352.9 $ 1,302.3 $ 953.6 Total debt $ 5,670.1 $ 6,365.9 $ 3,454.2 Less: Cash and cash equivalents 585.3 1,842.4 492.7 Net Debt $ 5,084.8 $ 4,523.5 $ 2,961.5 Ratio of Net Debt to Net income (loss) attributable to TransUnion 18.9 3.3 8.6 Leverage Ratio 6 3.8 3.5 3.1 As a result of displaying amounts in millions, rounding differences may exist in the table above. 1.
Adjusted Provision for Income Taxes We reported an adjusted tax rate of 22.0%, 22.4% and 22.2%, for 2023, 2022 and 2021, respectively, each of which is higher than the 21.0% U.S. federal corporate statutory rate due primarily to increases for state taxes and foreign withholding taxes, partially offset by foreign taxes in jurisdictions which have tax rates lower than the U.S. federal corporate statutory rate and the research and development credit. 68 Leverage Ratio Twelve Months Ended December 31, 2023 2022 2021 Reconciliation of net (loss) income attributable to TransUnion to Consolidated Adjusted EBITDA: Net (loss) income attributable to TransUnion 7 $ (206.2) $ 266.3 $ 1,390.3 Discontinued operations, net of tax 0.7 (17.4) (1,031.7) (Loss) income from continuing operations attributable to TransUnion 7 $ (205.4) $ 248.9 $ 358.7 Net interest expense 267.5 226.2 109.2 Provision for income taxes 7 44.7 118.9 131.9 Depreciation and amortization 524.4 519.0 377.0 EBITDA 7 $ 631.2 $ 1,113.1 $ 976.7 Adjustments to EBITDA: Goodwill impairment $ 414.0 $ — $ — Stock-based compensation 100.6 81.1 70.1 Operating model optimization program 1 77.6 — — Accelerated technology investment 2,7 70.6 54.0 39.7 Mergers and acquisitions, divestitures and business optimization 3 34.6 50.7 52.6 Net other 4 15.2 46.1 19.4 Total adjustments to EBITDA 7 $ 712.5 $ 231.9 $ 181.8 Consolidated Adjusted EBITDA 7 1,343.7 1,344.9 1,158.5 Adjusted EBITDA for Pre-Acquisition Period 5 — 6.4 145.4 Leverage Ratio Adjusted EBITDA 7 $ 1,343.7 $ 1,351.3 $ 1,303.9 Total debt $ 5,340.4 $ 5,670.1 $ 6,365.9 Less: Cash and cash equivalents 476.2 585.3 1,842.4 Net Debt $ 4,864.2 $ 5,084.8 $ 4,523.5 Ratio of Net Debt to Net (loss) income attributable to TransUnion 7 (23.6) 19.1 3.3 Leverage Ratio 6,7 3.6 3.8 3.5 As a result of displaying amounts in millions, rounding differences may exist in the table above. 1.
Markets and Consumer Interactive segments; • an increase in labor costs, primarily in our International segment, as we continue to invest in key strategic growth initiatives; • an increase in costs from our accelerated technology investment; and • the impact of strengthening foreign currencies on the expenses of our International segment.
Markets and International segments; and • an increase of approximately $7.0 million in labor costs, as we continue to invest in key strategic growth initiatives; partially offset by: • a decrease in advertising expense of approximately $18.0 million, primarily in our Consumer Interactive segment; and • a decrease of approximately $14.0 million from the impact of foreign currencies on the expenses of our International segment.
The increase was due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives and an increase of 7.7% from the impact of foreign currencies. 54 Latin America: For 2022, Latin America revenue increased $9.7 million, or 9.4%, compared with 2021.
The increase was due primarily to higher local currency revenue from new business in the financial services vertical and an increase in batch jobs and an increase of 0.8% from the impact of foreign currencies. For 2022, Latin America revenue increased $9.7 million, or 9.4%, compared with 2021.
In order to ensure the assumptions used in the analysis are reasonable, we reconcile the sum of the fair value of the reporting units to our market capitalization adjusted for an estimated control premium. In 2022, we elected to bypass the qualitative goodwill impairment analysis, and instead performed a quantitative goodwill impairment test for all reporting units.
In order to ensure the assumptions used in the analysis are reasonable, we reconcile the sum of the fair value of the reporting units to our market capitalization adjusted for an estimated control premium. When we perform a quantitative impairment test, we engage a third-party valuation specialist to assist in our analysis of the fair value of our reporting units.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOn December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,584.0 million that amortizes each quarter.
Biggest changeWe have designated these swap agreements as cash flow hedges. On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt.
We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our consolidated statements of income. The resulting translation adjustment is included in other comprehensive income, as a component of stockholders’ equity.
We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our Consolidated Statements of Operations. The resulting translation adjustment is included in other comprehensive income, as a component of stockholders’ equity.
The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 12, “Debt,” for additional information about interest rates on our debt.
The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors. See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 13, “Debt,” for additional information about interest rates on our debt.
We may use derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes. Interest Rate Risk Our Senior Secured Credit Facility consists of senior secured term loans and a $300.0 million Senior Secured Revolving Line of Credit.
We may use derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes. Interest Rate Risk Our Senior Secured Credit Facility consists of senior secured term loans and a $600.0 million Senior Secured Revolving Line of Credit.
The second swap commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,100.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans.
The second swap commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,080.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate on our loans.
Markets and Consumer Interactive segments. 71 A 10% change in the value of the U.S. dollar relative to a basket of currencies for all foreign countries in which we had operations would not have had a significant impact on our 2022 realized foreign currency transaction gains and losses. 72
Markets and Consumer Interactive segments. 77 A 10% change in the value of the U.S. dollar relative to a basket of currencies for all foreign countries in which we had operations would not have had a significant impact on our 2023 realized foreign currency transaction gains and losses. 78
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expense as incurred. In 2022, revenue attributable to our International segment was $755.9 million, and Adjusted EBITDA attributable to our International segment was $329.3 million.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expense as incurred. In 2023, revenue attributable to our International segment was $825.3 million, and Adjusted EBITDA attributable to our International segment was $361.5 million.
On March 10, 2020, we entered into two interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022.
We have designated these swap agreements as cash flow hedges. On March 10, 2020, we entered into two interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022.
A 10% change in the value of the U.S. dollar relative to a basket of the currencies for all foreign countries in which we had operations during 2022 would have changed our revenue by $75.6 million and our Adjusted EBITDA by $32.9 million. We derive an insignificant amount of international revenue and Adjusted EBITDA from our U.S.
A 10% change in the value of the U.S. dollar relative to a basket of the currencies for all foreign countries in which we had operations during 2023 would have changed our revenue by $82.5 million and our Adjusted EBITDA by $36.2 million. We derive an insignificant amount of international revenue and Adjusted EBITDA from our U.S.
Interest rates on these borrowings are based, at our election, on LIBOR or an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. As of December 31, 2022, essentially all of our outstanding debt was variable-rate debt.
The variable interest rates on these borrowings are based, at our election, on SOFR or an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. As of December 31, 2023, essentially all of our outstanding debt was variable-rate debt, and had a weighted-average interest rate of 7.33% and a weighted-average life of 4.07 years.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,320.0 million that amortizes each quarter.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt.
As of December 31, 2022, our variable-rate debt had a weighted-average interest rate of 6.35% and a weighted-average life of 4.41 years. During 2022, a 10% change in the average LIBOR rates utilized in the calculation of our a ctual interest expense would have increased our interest expense by $3.2 million for the year.
During 2023, a 10% change in the average Term SOFR rates utilized in the calculation of our a ctual interest expense would have increased our interest expense by approximately $8.0 million for the year.
The new swaps require us to pay fixed rates varying between 4.4105% and 4.4465% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
The new swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,300.0 million that amortizes each quarter. The new swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans.
The tranche requires us to pay fixed rates varying between 1.4280% and 1.4360% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,568.0 million that amortizes each quarter. The tranche requires us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans.

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