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What changed in TransUnion's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of TransUnion's 2023 and 2024 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 2024 report.

+393 added−419 removedSource: 10-K (2025-02-13) vs 10-K (2024-02-28)

Top changes in TransUnion's 2024 10-K

393 paragraphs added · 419 removed · 296 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

95 edited+42 added−32 removed159 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. • 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.
Biggest changeThis could increase 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 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 other environmental and social matters, including risks associated with our own reporting or other initiatives. • 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. • There can be no assurance that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all. • 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. • 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. • Pandemics, epidemics, disease outbreaks and other public health crises, such as the COVID-19 pandemic, have disrupted our business and operations, and future public health crises could materially adversely impact our business, financial condition, liquidity and results of 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 experience changes in tax laws or adverse outcomes resulting from examination of our tax returns, it could adversely affect our results of operations. 21 Risks Related to Our Business Our revenues are concentrated in the U.S. financial services and consumer credit industries.
For example, the CFPB recently issued guidance that indicates increased focus on consumer reporting agencies’ compliance with the accuracy and dispute obligations under the FCRA with respect to rental information.
For example, the CFPB recently issued guidance that indicates increased focus on consumer reporting agencies’ compliance with the accuracy and dispute obligations under FCRA with respect to rental information.
During the three months ended September 30, 2023, we identified a triggering event requiring an interim impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of $414 million. The worsening macroeconomic conditions during the third quarter from inflationary pressures and rising interest rates increasingly impacted our business for the third quarter and the near-term outlook.
During the three months ended September 30, 2023, we identified a triggering event requiring an interim impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of $414 million. The worsening macroeconomic conditions from inflationary pressures and rising interest rates increasingly impacted our United Kingdom business for the third quarter and the near-term outlook.
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.
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; 34 • 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.
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.
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.
We may not realize, in full or in part, the anticipated 36 benefits and savings from this plan due to unforeseen difficulties, delays, or unexpected costs, which may adversely affect our business and results of operations. Even if the anticipated benefits and savings of the plan are substantially realized, there may be consequences or business impacts that were not expected.
We may not realize, in full or in part, the anticipated benefits and savings from this plan due to unforeseen difficulties, delays, or unexpected costs, which may adversely affect our business and results of operations. Even if the anticipated benefits and savings of the plan are substantially realized, there may be consequences or business impacts that were not expected.
Furthermore, geopolitical dynamics caused by political, economic, social or other conditions in foreign countries and regions may impact our business and results of operations. Significantly higher and sustained rates of inflation, with subsequent increases in operational costs, could have a material adverse effect on our business, financial position and results of operations.
Furthermore, geopolitical dynamics caused by political, economic, social or other conditions in foreign countries and regions may impact our business and results of operations. Significantly higher and sustained rates of inflation, with subsequent 30 increases in operational costs, could have a material adverse effect on our business, financial position and results of operations.
We face significant and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our systems and data including unintentional events and deliberate attacks by third parties or insiders, such as the 23 exploitation of “bugs” or security vulnerabilities in software and hardware and sophisticated attack methods such as ransomware.
We face significant and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our systems and data including unintentional events and deliberate attacks by third parties or insiders, such as the exploitation of “bugs” or security vulnerabilities in software and hardware and sophisticated attack methods such as ransomware.
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.
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 33 ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due.
We could lose our access to data sources which could prevent us from providing our services. Our services and products depend extensively upon continued access to and receipt of data from external sources, including data received from customers, strategic partners and various government and public records repositories. In some cases, we compete with our data providers.
We could lose our access to data sources which could prevent us from providing our services. Our services and products depend extensively upon continued access to and receipt of data from external sources, including data received from customers, strategic partners and various government and public records repositories. In some cases, we 25 compete with our data providers.
These laws and regulations, which generally are designed to protect the privacy of the public and to prevent the misuse of personal information available in the marketplace, are complex, change frequently and have tended to become more stringent over time. We already incur significant expenses to ensure compliance with these laws.
These laws and regulations, which generally are 27 designed to protect the privacy of the public and to prevent the misuse of personal information available in the marketplace, are complex, change frequently and have tended to become more stringent over time. We already incur significant expenses to ensure compliance with these 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 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 32 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.
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.
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.
Markets segment are terminable upon advance written 22 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.
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.
The OCC expects especially rigorous oversight of third-party relationships that involve certain “critical activities,” which include significant bank functions or significant shared services or other activities that could have a major impact on a bank’s operations.
The OCC expects especially rigorous 28 oversight of third-party relationships that involve certain “critical activities,” which include significant bank functions or significant shared services or other activities that could have a major impact on a bank’s operations.
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.
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.
As a global consumer credit reporting agency and provider of risk and information solutions, we collect, store and transmit a large amount of sensitive and confidential consumer information on over one billion consumers, including financial information, personally identifiable information and protected health information.
As a global consumer credit reporting agency and provider of risk and information solutions, we collect, store and transmit a large amount of sensitive and confidential consumer information on over one billion consumers, including financial 23 information, personally identifiable information and protected health information.
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.
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.
Our failure to manage these risks could adversely affect our business, financial condition and results of operations. 29 We face geopolitical and other risks associated with our international operations, which could materially adversely impact our results of operations and our financial condition.
Our failure to manage these risks could adversely affect our business, financial condition and results of operations. We face geopolitical and other risks associated with our international operations, which could materially adversely impact our results of operations and our financial condition.
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 a result, nineteen 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.
Our Consumer Interactive segment experiences competition from emerging companies. In the past several years, there has been an influx of other companies offering similar services to ours, free of charge. These developments have resulted in increased competition. Many of our competitors have extensive customer relationships, including relationships with our current and potential customers.
Our Consumer Interactive vertical experiences competition from emerging companies. In the past several years, there has been an influx of other companies offering similar services to ours, free of charge. These developments have resulted in increased competition. Many of our competitors have extensive customer relationships, including relationships with our current and potential customers.
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.
As of December 31, 2024, 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.
Certain provisions of our third amended and restated certificate of incorporation (“Charter”) and fourth amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.
Certain provisions of our third amended and restated certificate of incorporation and fifth amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
Our compliance costs and legal and regulatory exposure could increase materially if we are targeted by the CFPB for additional enforcement actions, or if the CFPB or other regulators enact new regulations, change regulations that were previously adopted, modify through supervision or enforcement past regulatory guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted.
Our compliance costs and legal and regulatory exposure could increase materially if we are targeted by the CFPB for additional enforcement actions, or if the CFPB or other federal, state or local regulators enact new regulations, change regulations that were previously adopted, modify through supervision or enforcement past regulatory guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted.
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).
This is because, among other things: • the techniques used in cyberattacks change frequently and are increasingly sophisticated, including due to attackers’ increasing use of AI, 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; or • 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).
Any future reduction to our forecasts of our United Kingdom reporting unit may result in a further impairment that could have a material adverse effect on our business and financial results. Any change to the conclusion of our reporting units or the aggregation of components within our reporting units could result in a different outcome to our annual impairment test.
Any future reduction to our forecasts of our reporting units, including the United Kingdom, may result in impairment that could have a material adverse effect on our business and financial results. Any change to the conclusion of our reporting units or the aggregation of components within our reporting units could result in a different outcome to our annual impairment test.
On October 5, 2023, we reached a settlement in the form of a Consent Order with the CFPB and the FTC regarding this matter, pursuant to which we agreed to pay $11.0 million in redress and $4.0 million in civil money penalties and implement certain business process changes.
On October 5, 2023, we reached a settlement in the form of a Consent Order with the CFPB and the FTC regarding this matter, pursuant to which we agreed to pay $11.0 million in redress and $4.0 million in civil money penalties, which has been paid in full, and agreed to implement certain business process changes.
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.
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. • 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.
Changing market dynamics and other global and domestic policy developments also have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations. Finally, increased scrutiny regarding ESG practices and disclosures are likely to continue.
Changing market dynamics and other global and domestic policy developments also have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations. Finally, increased scrutiny regarding climate, human capital, and other practices and disclosures are likely to continue.
Risks Related to Laws, Regulations and Government Oversight 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.
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.
(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.
(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 26 Entities violated the 2017 Consent Order and engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, among other allegations.
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.
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, 2024 , the book value of our debt w as approximately $5,147.2 million consisting of outstanding borrowings under Trans Union LLC’s senior secured credit facility.
Our relationships with key long-term customers may be materially diminished or terminated. We have long-standing relationships with a number of our customers, many of whom could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time. Our customer agreements relating to our core credit reporting service offered through our U.S.
We have long-standing relationships with a number of our customers, many of whom could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time. Our customer agreements relating to our core credit reporting service offered through our U.S.
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.
While we have engaged and may engaged in the future in voluntary initiatives and reporting on environmental and social matters, such initiatives and reporting may be costly and may not have the desired effect.
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.
Our disclosures on these matters, a failure to satisfy evolving stakeholder expectations for environmental and social practices and reporting, a failure to successfully navigate competing stakeholder expectations, 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.
Our stock price has recently been volatile and has declined due to a number of factors, including the deteriorating macroeconomic environment, changing expectations about our future revenue and operating results, and softening of the forward-looking guidance we have provided.
In the recent past, our stock price has been volatile and had declined due to a number of factors, including the deteriorating macroeconomic environment, changing expectations about our future revenue and operating results, and softening of the forward-looking guidance we have provided.
We conduct operations in over 30 countries and, in the fiscal year ended December 31, 2023, approximately 21.1% of our revenue was derived from our international operations, which subjects us to various risks inherent in global operations. We may conduct business in additional foreign jurisdictions in the future, which may carry operational risks.
We conduct operations in over 30 countries and, in the fiscal year ended December 31, 2024, approximately 22.8% of our revenue was derived from our international operations, which subjects us to various risks inherent in global operations. We may conduct business in additional foreign jurisdictions in the future, which may carry operational risks.
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.
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.
Over the last several years, we have derived a growing portion of our revenues from customers outside the United States, and it is our intent to continue to expand our international operations. We have sales and technical support personnel in numerous countries worldwide.
Over the last several years, we have derived a growing portion of our revenues from customers outside the United States, and it is our intent to continue to expand our international operations, including our recently announced planned acquisition in Mexico. We have sales and technical support personnel in numerous countries worldwide.
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.
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, 2024, our Consolidated Balance Sheet included goodwill of $5,144.3 million and other net intangibles of $3,257.5 million.
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.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Years Ended December 31, 2024, 2023 and 2022-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.
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 certain markets where we operate, macroeconomic conditions are 36 unfavorable. 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.
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.
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.
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.
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.
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.
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 2024 revenue in our U.S. Markets Financial Services and Consumer Interactive verticals accounted for approximately 34% and 14%, respectively, of consolidated gross revenues, respectively.
The preventive actions we take to address cybersecurity risk, including protection of our systems and networks, may be insufficient to repel or mitigate the effects of cyberattacks in the future as it may not always be possible to anticipate, detect or recognize threats to our systems, or to implement effective preventive measures against all cybersecurity risks.
The preventive actions we take to address cybersecurity risk, including protection of our systems and networks, cannot sufficiently account for all threats or repel or mitigate the effects of all cyberattacks in the future as it is not always be possible to anticipate, detect or recognize all threats to our systems, or to implement comprehensive preventive measures against all cybersecurity risks.
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.
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.
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.
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. A decrease in our market capitalization could be an indicator that one or more of our reporting units has a goodwill impairment.
We have divested our Healthcare business and may in the future divest certain assets or businesses that no longer fit with our growth strategy.
We evaluate and may in the future divest certain assets or businesses that no longer fit with our growth strategy.
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.
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; 31 • failing to integrate the operations and personnel of the acquired businesses in an efficient and timely manner; • difficulties associated with the implementation and maintenance of internal controls required pursuant to the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), including over acquired businesses not previously subject to the requirements of the Sarbanes-Oxley Act; • 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 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.
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 continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war (such as the ongoing conflicts in Ukraine and between Israel and Hamas), and other events (such as economic sanctions and trade restrictions, including those related to the ongoing Russia and Ukraine conflict and in the Middle East) may cause further disruptions to the economies of the United States and other countries and create further uncertainties or could otherwise negatively impact our business, operating results, and financial condition.
The continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war and other events (such as economic sanctions and trade restrictions) may cause further disruptions to the economies of the United States and other countries and create further uncertainties or could otherwise negatively impact our business, operating results, and financial condition.
We also rely heavily on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business.
As such, we rely heavily on computer systems, hardware, software and technology infrastructure for both internal and external operations that are critical to our business.
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.
A control, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control’s objectives will be met.
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.
Unauthorized disclosure, loss or corruption of our data or inability of our customers to access our systems could materially 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. 24 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 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; or • 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 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.
Our total scheduled principal repayments of debt made in 2024 and 2023 were $48.9 million and $100.0 million, respectively. Our total interest expense for 2024 and 2023 was $265.2 million and $288.2 million, respectively.
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.
For example, in 2024, reported revenue from our International segment increased 10.7% including the impact of foreign currencies, or 11.7% on a constant currency basis which excludes the impact of foreign currencies.
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.
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 Montana, Oregon and Texas became effective over the course of 2024.
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.
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. The terms of our senior secured credit facility impose certain limitations on our ability to pay dividends.
On October 10, 2023, we reached a settlement in the form of a Consent Order with the CFPB regarding this matter, pursuant to which we agreed to pay $3.0 million in redress and $5.0 million in civil penalties. As of December 31, 2023, the settlement was paid in full to the CFPB.
On October 10, 2023, we reached a settlement in the form of a Consent Order with the CFPB regarding this matter, pursuant to which we agreed to pay $3.0 million in redress and $5.0 million in civil penalties, which settlement has been paid in full. Recently, the consumer reporting industry has been subject to heightened scrutiny.
For example, there have been increasing allegations of greenwashing against companies making significant ESG claims due to a variety of perceived deficiencies in performance, including as stakeholder perceptions of sustainability continue to evolve.
For example, there have been increasingly nuanced allegations against companies making significant environmental and social claims due to a variety of perceived deficiencies in disclosure, methodology, or performance, including as stakeholder perceptions of sustainability continue to evolve.
General Risks 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 have significant amounts of goodwill and intangible assets.
Repurchase activity could have a negative effect on our stock price, increase volatility, or fail to enhance stockholder value. General Risks 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 have significant amounts of goodwill and intangible assets.
Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our business.
See “Business-Legal and Regulatory Matters.” Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our business.
If our ESG practices, reporting and performance do not meet investor, consumer, or employee, or other stakeholder expectations, or are perceived as not meeting those expectations, our brand, reputation and customer retention may be negatively impacted, and we may be subject to investor or regulator engagement regarding such matters, which could adversely impact our business, financial condition or results of operations.
If our environmental and social practices, reporting and performance do not meet investor, consumer, or employee, or other stakeholder expectations, or are perceived as not meeting those expectations, our brand, reputation and customer retention may be negatively impacted, and we may be subject to investor or regulator engagement regarding such matters, which could adversely impact our business, financial condition or results of operations. 35 Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts for us that you might consider favorable.
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.
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.
With this increased focus, public reporting regarding ESG practices is becoming more broadly expected. Such increased scrutiny may result in increased costs, changes in demand, enhanced compliance or disclosure obligations, increased legal exposure or other adverse impacts on our business, financial condition or results of operations.
Such increased scrutiny may result in increased costs, changes in demand, enhanced compliance or disclosure obligations, increased legal exposure or other adverse impacts on our business, financial condition or results of operations.
We provide credit reports and scores and monitoring services to consumers for a fee, and this income stream could be reduced or restricted by legislation that requires us to provide these services to consumers free of charge.
Public concern regarding identity theft also has led to more transparency for consumers as to what is in their credit reports. We provide credit reports and scores and monitoring services to consumers for a fee, and this income stream could be reduced or restricted by legislation that requires us to provide these services to consumers free of charge.
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.
Risks Related to Laws, Regulations and Government Oversight 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.
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.
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.
We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes and reserves for other taxes.
In addition, we are subject to the examination of our income tax returns and other tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes and reserves for other taxes.
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.
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.
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.
In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the CFPB, alleging that we failed to comply with and timely implement the January 2017 Consent Order (the “2017 Consent Order”), and further alleging additional violations related to TransUnion Interactive, Inc.’s marketing practices.
Beginning in April 2020, we began offering free credit reports on a weekly basis. To the extent that our customers choose not to obtain services from us and instead rely on information obtained at little or no cost from these public and commercial sources, our business, financial condition and results of operations may be adversely affected.
To the extent that our customers choose not to obtain services from us and instead rely on information obtained at little or no cost from these public and commercial sources, our business, financial condition and results of operations may be adversely affected. 22 Our relationships with key long-term customers may be materially diminished or terminated.
While these laws include specific exemptions for practices and activities regulated by FCRA, GLBA, HIPAA and DPPA, including our credit reporting business, they apply to other portions of our business that are not regulated by these laws. Public concern regarding identity theft also has led to more transparency for consumers as to what is in their credit reports.
While these laws include specific exemptions for practices and activities regulated by the FCRA, the GLBA, HIPAA and the DPPA, including our credit reporting business, they apply to other portions of our business that are not regulated by these laws.
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.
When these industries or the broader financial markets experience a downturn, demand for our services and revenues may be adversely affected. 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.
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.
Additionally, in March 2022, we received a NORA letter from the CFPB, alleging that our Tenant and Employment screening business, TransUnion Rental Screening Solutions, Inc. and Trans Union LLC 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.
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.
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.
Additionally, in March 2022, we received a NORA letter from the CFPB, informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us related to our tenant and employment screening business, TransUnion Rental Screening Solutions, Inc. (“TURSS”).
In March 2024, we 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 related to our dispute handling practices and procedures.
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.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity Governance Key Information Security risks are overseen by our Security and Technology Risk Committee (the “STRC”), which reports to our Enterprise Risk Management Committee (“ERMC”). The STRC, which is co-chaired by t he Chief Technology, Data & Analytics Officer and the Chief Information Security Officer (“CISO”), provides oversight of mitigation of key risks related to technology and information security.
Biggest changeCybersecurity Governance Key Information Security risks are overseen by our Security and Technology Risk Committee (the “STRC”), which escalates significant issues to our Enterprise Risk Management Committee (“ERMC”).
The Risk and Compliance Committee oversees the quality and effectiveness of our information security framework, including capabilities, policies and controls, and methods for identifying, assessing and mitigating information and cybersecurity risks. The Risk and Compliance Committee also assesses the effectiveness of the Company’s management of information security-related risks, including consulting with internal and external advisors as appropriate.
The Risk and Compliance Committee oversees the quality and effectiveness of 39 our information security framework, including capabilities, policies and controls, and methods for identifying, assessing and mitigating information and cybersecurity risks. The Risk and Compliance Committee also assesses the effectiveness of the Company’s management of information security-related risks, including consulting with internal and external advisors as appropriate.
The ERMC stewards our Enterprise Risk Management Policy and additional enterprise policies in risk-related areas, such as privacy and information security and key issues are reported to the appropriate committee of the Board. 39 Our Board considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight function to the Risk and Compliance Committee of the Board.
The ERMC stewards our Enterprise Risk Management Policy and additional enterprise policies in risk-related areas, such as privacy and information security and key issues are reported to the appropriate committee of the Board. Our Board considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight function to the Risk and Compliance Committee of the Board.
Our cybersecurity risk management program includes the following key elements: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise information technology environment; • monitoring and reporting of those risks to appropriate levels of management; • a team comprised of information technology security, infrastructure, and compliance personnel principally responsible for directing our (1) cybersecurity risk assessment processes, (2) security operations processes, and (3) response to cybersecurity incidents; • the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • global associates with access to information technology systems in more than 30 countries and territories across North America, Latin America, Europe, Africa, India, and Asia Pacific receive a combination of general and targeted training to help keep Information Security top of mind; • a cybersecurity incident response plan and Security Operations Center to respond to cybersecurity incidents; and • a third-party security risk management process for key service providers based on their respective roles and risk profiles.
Our cybersecurity risk management program includes the following key elements: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise information technology environment; • monitoring and reporting of those risks to appropriate levels of management; • a team comprised of information technology security, infrastructure, and compliance personnel principally responsible for directing our (1) cybersecurity risk assessment processes, (2) security operations processes, and (3) response to cybersecurity incidents; • the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • global associates with access to information technology systems in more than 30 countries and territories across North America, Latin America, Europe, Africa, India and Asia Pacific who receive a combination of general and targeted training to help keep Information Security top of mind; • a cybersecurity incident response plan and Security Operations Center for responding to cybersecurity incidents; and • a third-party security risk management process for key service providers based on their respective roles and risk profiles.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
We have not identified incidents from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
Our CISO reports quarterly to the Risk and Compliance Committee and leads the Company’s overall cybersecurity function. The Risk and Compliance Committee receives reports from our CISO on key security topics, which may include, among other things, the cybersecurity risk landscape, and briefings on our cyber risk management program and significant cybersecurity incidents.
Our CISO reports quarterly to the Risk and Compliance Committee and leads the Company’s overall cybersecurity function. The Risk and Compliance Committee receives reports from our CISO on key security topics, which may include, among other things, the cybersecurity risk landscape, our cyber risk management program activities and significant cybersecurity incidents.
Our Information Security program is guided by the ISO/IEC 27001:2022 principles and led by a global-level Information Security Department that develops our security policies, standards and procedures. We seek to evolve our approach to protect against increasing and changing security threats around the world.
Our Information Security program is led by a global-level Information Security Department that develops our security policies, standards and procedures guided by the ISO/IEC 27001:2022 principles and aligned to the Center for Internet Security controls. We seek to evolve our approach to protect against increasing and changing security threats around the world.
Our CISO, along with the STRC, are responsible for assessing and managing our material risks from cybersecurity threats. Our CISO has primary responsibility for leading our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our external cybersecurity service providers. Our CISO has significant global experience in managing and leading information technology and cybersecurity teams.
Our CISO is primarily responsible for assessing and managing our material risks from cybersecurity threats. Our CISO has primary responsibility for leading our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our external cybersecurity service providers. Our CISO has significant global experience in managing and leading information technology and cybersecurity teams.
The ERMC is chaired by the Chief Risk & Compliance Officer, and includes the Chief Executive Officer, his direct reports and other key function heads or senior subject matter experts, including the CISO.
The STRC also oversees associated policies, projects and programs for enterprise risk assessments related to technology and information security. The ERMC is chaired by the Chief Risk & Compliance Officer, and includes the Chief Executive Officer, his direct reports and other key function heads or senior subject matter experts, including the CISO.
Removed
This oversight includes monitoring and approving relevant policies, projects, and programs for the enterprise risk assessments related to technology and information security. The STRC also serves as an escalation point to the ERMC with respect to technology and information security risks.
Added
The STRC, which is co-chaired by t he Chief Technology, Da ta & Analytics Officer and the Chief Information Security Officer (“CISO”), is responsible for overseeing key risks related to technology and information security for the global enterprise. The STRC provides oversight to ensure key risks related to technology and information security have appropriate controls and mitigations in place.

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, 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.
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, 2024, 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

18 edited+4 added−6 removed14 unchanged
Biggest changeRussell 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.
Biggest changeShe also spent eight years at Skadden in Washington, D.C. and London focused on bank regulatory issues, financial services, corporate finance, and mergers and acquisitions. 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.
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.
Information Services CFO from October 2005 to 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. 41 Mr. Cello earned his bachelor’s degree in Accounting from University of Illinois at Chicago and is a certified public accountant. Steven M.
Muigai brings deep expertise in talent strategy with an extensive background in global HR, human capital management, organizational leadership, diversity and inclusion, legal and compliance, business transformation and more.
Muigai brings deep expertise in talent strategy with an extensive background in global HR, human capital management, organizational leadership, diversity and inclusion, legal and compliance, business transformation, communications and more.
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.
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, business continuity and sustainability functions for TransUnion and its subsidiaries around the world. Prior to joining the Company in 2018, Ms.
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.
He serves on the Board of Directors of P33 Chicago and the Board of Trustees of the Griffin 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 TransUnion’s unified data strategy and the data science function across the organization, Mr.
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.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 40 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers, and their positions and ages as of February 13, 2025, are set forth below: Name Age Position Christopher A. Cartwright 59 President & Chief Executive Officer and Director Venkat Achanta 52 Executive Vice President, Chief Technology, Data & Analytics Officer Todd M.
Prior to joining HSBC, he was a consultant with Booz Allen Hamilton (now PWC Strategy&) from 1998 to 2003, and senior marketing analyst with American Airlines from 1992 to 1996. Mr. Martin serves on the board of Juvenile Diabetes Research Foundation of South Florida and the Child Rescue Coalition. Mr.
Prior to joining HSBC, he was a consultant with Booz Allen Hamilton (now PWC Strategy&) from 1998 to 2003, and senior marketing analyst with American Airlines from 1992 to 1996. Mr. Martin serves on the non-profit board of the Child Rescue Coalition. Mr.
He previously held the role of Executive Vice President, Financial Services from 2013 until May 2019, responsible for the company’s financial services business, which provides solutions to banks, credit unions, capital markets, financial services resellers, auto lenders and other customers. Before joining TransUnion, Mr. Chaouki held roles at HSBC in card/retail services and auto finance. Mr.
He previously held the role of Executive Vice President, Financial Services from 2013 until May 2019, responsible for the Company’s financial services business, which provides solutions to banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs and other consumer lenders in the United States. Before joining TransUnion, Mr. Chaouki held roles at HSBC in card/retail services and auto finance.
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.
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.
Mauldin earned his bachelor’s degree in Journalism from the University of Oklahoma. Susan W. Muigai has served as Executive Vice President, Chief Human Resources Officer since 2021. She is responsible for leading TransUnion’s human resource strategy and function, and nurturing an inclusive, high-performance culture to help TransUnion achieve its vision and strategy. Ms.
Martin earned his B.S. in Management from Purdue University and his M.B.A. from the University of Michigan Business School. Susan W. Muigai has served as Executive Vice President, Chief Human Resources Officer since 2021. She is responsible for leading TransUnion’s human resource strategy and function, and nurturing an inclusive, high-performance culture to help TransUnion achieve its vision and strategy. Ms.
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.
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.
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.
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. He joined TransUnion in 2014, previously serving as TransUnion’s Regional President of Canada, Latin American 42 and Caribbean. Prior to joining TransUnion, 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.
Mr. Chaouki has served on the board of MAIA Biotechnology, Inc. (NYSE American: MAIA) since 2021, where he is a member of the Audit Committee. 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.
Previously, 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.
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. 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.
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.
Cello 49 Executive Vice President, Chief Financial Officer Steven M. Chaouki 52 President, U.S. Markets Timothy J. Martin 54 Executive Vice President, Chief Global Solutions Officer Susan W. Muigai 55 Executive Vice President, Chief Human Resources Officer Heather J. Russell 53 Executive Vice President, Chief Legal Officer Todd C. Skinner 55 President, International Christopher A.
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.
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. 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
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 served as: Executive Vice President, Chief Legal Officer and Corporate Secretary at Fifth Third Bank; 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 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.
She is also on the boards of Illinois Legal Aid –where she serves on the Fund Development Committee – and the Chicago Council on Global Affairs, where she serves on the Executive Committee and chairs both the Nominating and Governance Committee and the Council’s CEO Search Committee. Todd C.
Removed
Chaouki is President, U.S. Markets and Consumer Interactive, overseeing two TransUnion business lines. U.S. Markets provides information and insights to business customers across financial services, insurance, public sector, media and diversified markets. Consumer Interactive provides credit, financial and identity protection services to consumers.
Added
Chaouki has served as the President, U.S. Markets since May 2019. U.S. Markets provides consumer reports, actionable insights and analytics to businesses and consumers.
Removed
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.
Added
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.
Removed
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.
Added
Russell serves on the board of directors of the U.S. Chamber of Commerce, the world’s largest business organization.
Removed
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.
Added
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.
Removed
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.
Removed
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

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−0 removed3 unchanged
Biggest changePrior to the fourth quarter of 2017, we had purchased approximately $133.5 million of common stock under the program and may purchase up to an additional $166.5 million. Additional repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases or through privately negotiated transactions, subject to availability.
Biggest changeRepurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases or through privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, subject to availability.
Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities u nder that Section, and shall not be deemed to be incorporated by reference into any filing of TransUnion under the Securities Act of 1933, as amended, or the Exchange Act.
Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to the liabilities u nder that Section, and shall not be deemed to be incorporated by reference into any filing of TransUnion under the Securities Act of 1933, as amended, or the Exchange Act.
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 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, 2019, in each of the Company’s common stock, the Russell 3000 and the Dow Jones U.S. Financial Index.
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 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, 2025, we had 8 stockholders of record.
Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements.
Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and other applicable legal requirements.
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.
Represents shares that were repurchased from employees for withholding taxes for share-based awards pursuant to the Company’s equity compensation plans. On February 11, 2025, our Board authorized the repurchase of up to $500.0 million of our common stock.
Issuer 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.
Issuer 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 October 1 to October 31 10,847 $ 103.45 — $ 166.5 November 1 to November 30 3,862 116.36 — $ 166.5 December 1 to December 31 709 95.20 — $ 166.5 Total 15,418 $ 106.30 — 1.
Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
Repurchases may be suspended, terminated or modified at any time for any reason and the share repurchase program does not have an expiration date. Any repurchased shares will be retired and returned to the status of authorized but unissued shares of the Company. This new share repurchase authorization replaces all previous authorizations.

Item 7. Management's Discussion & Analysis

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

159 edited+50 added−78 removed86 unchanged
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.
Biggest changeMarkets segment. 64 Adjusted Net Income and Adjusted Earnings Per Share Years Ended Change December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ % $ % Reconciliation of net income (loss) attributable to TransUnion to Adjusted Net Income: Net income (loss) attributable to TransUnion $ 284.4 $ (206.2) $ 266.3 $ 490.5 nm $ (472.4) nm Discontinued operations, net of tax — 0.7 (17.4) (0.7) (100.0) % 18.1 nm Income (loss) from continuing operations attributable to TransUnion $ 284.4 $ (205.4) $ 248.9 $ 489.8 nm $ (454.3) nm Pre-tax adjustments: Amortization of certain intangible assets 286.1 293.6 306.7 (7.5) (2.5) % (13.1) (4.3) % Stock-based compensation 121.2 100.6 81.1 20.6 20.5 % 19.5 24.0 % Goodwill impairment 1 — 414.0 — (414.0) (100.0) % 414.0 nm Mergers and acquisitions, divestitures and business optimization 2 26.5 34.6 50.7 (8.1) (23.4) % (16.1) (31.7) % Accelerated technology investment 3 84.2 70.6 54.0 13.6 19.3 % 16.6 30.8 % Operating model optimization program 4 94.8 77.6 — 17.2 22.2 % 77.6 nm Net other 5 20.2 14.0 44.3 6.2 44.1 % (30.3) (68.4) % Total adjustments before income tax items $ 633.1 $ 1,005.0 $ 536.8 $ (371.9) (37.0) % $ 468.2 87.2 % Total adjustments for income taxes 6 $ (148.7) $ (144.1) $ (86.8) $ (4.6) 3.2 % $ (57.3) 66.0 % Adjusted Net Income $ 768.8 $ 655.4 $ 698.9 $ 113.4 17.3 % $ (43.5) (6.2) % Weighted-average shares outstanding: Basic 194.4 193.4 192.5 1.1 0.5 % 0.9 0.5 % Diluted 196.7 194.7 193.1 2.0 1.0 % 1.6 0.8 % Adjusted Earnings per Share: Basic $ 3.95 $ 3.39 $ 3.63 $ 0.56 16.7 % $ (0.24) (6.7) % Diluted $ 3.91 $ 3.37 $ 3.62 $ 0.54 16.1 % $ (0.25) (7.0) % nm: not meaningful 65 Years Ended December 31, 2024 2023 2022 Reconciliation of diluted earnings (loss) per share from net income (loss) attributable to TransUnion to Adjusted Diluted Earnings per Share: Diluted earnings per common share from: Net income (loss) attributable to TransUnion $ 1.45 $ (1.07) $ 1.38 Discontinued operations, net of tax — — (0.09) Income (loss) from continuing operations attributable to TransUnion $ 1.45 $ (1.06) $ 1.29 Adjustments before income tax items: Amortization of certain intangible assets 1.45 1.51 1.59 Stock-based compensation 0.62 0.52 0.42 Goodwill impairment 1 — 2.13 — Mergers and acquisitions, divestitures and business optimization 2 0.13 0.18 0.26 Accelerated technology investment 3 0.43 0.36 0.28 Operating model optimization program 4 0.48 0.40 — Net other 5 0.10 0.07 0.23 Total adjustments before income tax items $ 3.22 $ 5.16 $ 2.78 Total adjustments for income taxes 6 (0.76) (0.74) (0.45) Impact of additional dilutive shares 7 — 0.02 — Adjusted Diluted Earnings per Share $ 3.91 $ 3.37 $ 3.62 As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below. 1.
Debt-related expenses For 2023, debt-related expenses included $9.3 million of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancing of our Senior Secured Term Loan A-3 and $2.2 million of other debt financing expenses.
For 2023, debt-related expenses included $9.3 million of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancing of our Senior Secured Term Loan A-3, and $2.2 million of other debt financing expenses.
Africa: For 2023, Africa revenue decreased $1.1 million, or 1.8%, compared to 2022. The decrease was primarily driven by a decrease of 12.8% from the impact of foreign currencies, partially offset by an increase in local currency revenue in South Africa from large customers in emerging verticals and growth in the insurance and financial services verticals.
For 2023, Africa revenue decreased $1.1 million, or 1.8%, compared to 2022. The decrease was primarily driven by a decrease of 12.8% from the impact of foreign currencies, partially offset by an increase in local currency revenue in South Africa from large customers in emerging verticals and growth in the insurance and financial services verticals.
We calculate adjusted income from continuing operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from (loss) income from continuing operations before income taxes.
We calculate adjusted income from continuing operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from income (loss) from continuing operations before income taxes.
The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements.
The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements.
These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations. • Operating model optimization program represents employee separation costs, facility lease exit costs, and other business process optimization expenses incurred in connection with the transformation plan discussed further in “Results of Operations - Factors Affecting Our Results of Operations.” We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business.
These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations. 59 • Operating model optimization program represents employee separation costs, facility lease exit costs, and other business process optimization expenses incurred in connection with the transformation plan discussed further in “Results of Operations – Factors Affecting Our Results of Operations.” We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business.
There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program.
There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program 63 enablement, which includes dedicated resources to support the planning and execution of the program.
There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program.
There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform including the redundant software costs 69 during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program.
Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in selling, general and administrative and restructuring expenses on our Consolidated Statements of Operations. • Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023.
Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in restructuring and selling, general and administrative on our Consolidated Statements of Operations. • Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023.
The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit are based on historical experience and internal operating plans reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to each reporting unit.
The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit are based on historical experience and internal operating plans 73 reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to each reporting unit.
We exclude discontinued operations, net of tax because we believe it does not reflect the underlying and ongoing performance of our business operations. • Net interest expense , which is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations. • Provision for income taxes, as reported on our Consolidated Statements of Operations. • Depreciation and amortization, as reported on our Consolidated Statements of Operations. • Goodwill impairment, as reported on our Consolidated Statements of Operations.
We exclude discontinued operations, net of tax because we believe it does not reflect the underlying and ongoing performance of our business operations. • Net interest expense is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations. • Provision for income taxes, as reported on our Consolidated Statements of Operations. • Depreciation and amortization, as reported on our Consolidated Statements of Operations. • Goodwill impairment, as reported on our Consolidated Statements of Operations.
These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations. Consolidated Adjusted EBITDA Margin Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.
These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations. 60 Consolidated Adjusted EBITDA Margin Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.
Consolidated Adjusted EBITDA Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented: 59 • Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations.
Consolidated Adjusted EBITDA Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented: • Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations.
We exclude these expenses as we believe they are not directly 60 correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income.
We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income.
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.
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 21, “Contingencies,” for further information about this matter.
Financing Activities For 2023, the decrease in cash used in financing activities was due primarily to a decrease in debt payments and cash used to pay employee taxes on restricted stock.
Financing Activities For 2024, the decrease in cash used in financing activities was due primarily to a decrease in debt payments. For 2023, the decrease in cash used in financing activities was due primarily to a decrease in debt payments and cash used to pay employee taxes on restricted stock.
Consumers use our solutions to view their credit profiles, access analytical tools that help them understand and manage their personal financial information, and take precautions against identity theft. We have deep domain expertise across a number of attractive industries, which we also refer to as verticals, including Financial Services and Emerging Verticals.
Consumers use our solutions to view their credit profiles, access analytical tools that help them understand and manage their personal financial information, and take precautions against identity theft. We have deep domain expertise across a number of attractive industries, which we also refer to as verticals, including Financial Services, Emerging Verticals and Consumer Interactive.
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.
As of December 31, 2024 and 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.
Provision for Income Taxes For 2023, we reported a (30.8)% effective tax rate, which is lower than the 21.0% U.S. federal corporate statutory rate due primarily to the impact of non-deductible goodwill impairment, partially offset by benefits on the remeasurement of deferred taxes due to changes in state apportionment rates.
For 2023, we reported a (30.8)% effective tax rate, which is lower than the 21.0% U.S. federal corporate statutory rate due primarily to the impact of non-deductible goodwill impairment partially offset by benefits on the remeasurement of deferred taxes due to changes in state apportionment rates.
The increase in interest expense for 2023 was due primarily to the impact of an increase in the average periodic variable interest rate on the unhedged portion of our debt, partially offset by a decrease in outstanding principal balance due to the prepayments made in 2022 and 2023. Approximately 73.9% of this debt is hedged with interest rate swaps.
The increase in interest expense for 2023 was due primarily to the impact of an increase in the average periodic variable interest rate on the unhedged portion of our debt, partially offset by a decrease in outstanding principal balance due to the prepayments made in 2022 and 2023. Approximately 73.9% of our debt was hedged with interest rate swaps.
Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in “Cautionary Notice Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors.” References in this discussion and analysis to the “Company,” “we,” “us,” and “our” refer to TransUnion and its direct and indirect subsidiaries, including TransUnion Intermediate Holdings, Inc.
Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in “Cautionary Notice Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors.” References in this discussion and analysis to the “Company,” “we,” “us,” and “our” refer to TransUnion and its direct and indirect subsidiaries, including TransUnion Intermediate Holdings, Inc. and Trans Union LLC.
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.
As of December 31, 2024, 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.
Project Rise was announced in February 2020 and expanded in February 2022, and is expected to be completed in 2024 with a total estimated expense of approximately $240.0 million, including the approximately $65.0 million to be incurred in 2024, as discussed above.
Project Rise was announced in February 2020 and expanded in February 2022, and completed in 2024 with a total estimated expense of approximately $240.0 million, including the approximately $65.0 million to be incurred in 2024, as discussed above.
The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap commences on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,080.0 million that amortizes each quarter after it commences.
The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap commences on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,060.0 million that amortizes each quarter after it commences.
For 2022, debt-related expenses included $9.3 million of deferred financing fees and other net costs expensed as a result of our repayment of our Senior Secured Term Loans and the partial repayment of our other Term Loans.
For 2022, debt-related expenses included $9.3 million of deferred financing fees and other net costs expensed as a result of our repayment of our Senior Secured Term Loans and the partial repayment of our other Term Loans and $1.7 million of other debt financing expenses.
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 swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,552.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in 72 exchange for receiving a variable rate that matches the variable rate on our loans.
As of December 31, 2023, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit and an available borrowing balance of $598.8 million.
As of December 31, 2024, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit and an available borrowing balance of $598.8 million.
The following summarizes initiatives under the transformation plan. • The operating model optimization program will reduce our global workforce, transition certain job responsibilities to our Global Capability Centers, which we expect will improve productivity, reduce costs and fund growth, optimize business processes, and reduce our facility footprint.
The following summarizes initiatives under the transformation plan. • The operating model optimization program will eliminate certain roles, transition certain job responsibilities to our Global Capability Centers, which we expect will improve productivity, reduce costs and fund growth, optimize business processes, and reduce our facility footprint.
We have designated these swap agreements as cash flow hedges. On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt.
We 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.
Recent Developments The following developments impact the comparability of our balance sheets, results of operations and cash flows between years: On November 12, 2023, our Board approved a transformation plan to optimize our operating model and continue to advance our technology.
Developments that Impact Comparability Between Periods The following developments impact the comparability of our balance sheets, results of operations and cash flows between years: Transformation Plan On November 12, 2023, our Board approved a transformation plan to optimize our operating model and continue to advance our technology.
Markets segment and from the increase in revenue; • an increase of approximately $30.0 million in technology-related costs, including costs for our accelerated technology investment; • an increase of approximately $19.0 million in operating costs in the first quarter from our April 2022 acquisition in our U.S.
Markets segment and from the increase in revenue; • an increase of approximately $30.0 million in technology and communication costs, including costs for our accelerated technology investment; • an increase of approximately $19.0 million in operating costs in the first quarter of 2023 from our April 2022 acquisition in our U.S.
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.
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 20, “Commitments,” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2024.
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
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 Policies.” 75
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.
Each year, we 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 2024 and therefore no additional payment will be required in 2025.
Diluted share counts for Adjusted Diluted Earnings Per Share includes an additional 1.3 million of dilutive securities for the twelve months ended December 31, 2023, which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position for the twelve months ended December 31, 2023. 7.
Diluted share counts for Adjusted Diluted Earnings per Share includes an additional 1.3 million of dilutive securities for the year ended December 31, 2023, which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position for the year ended December 31, 2023.
India: For 2023, India revenue increased $44.6 million, or 25.6%, compared to 2022. The increase was due primarily to higher local currency revenue across all lines of business, including online, batch, consumer and commercial, partially offset by a decrease of 6.5% from the impact of foreign currencies. For 2022, India revenue increased $41.1 million, or 30.9%, compared to 2021.
For 2023, India revenue increased $44.6 million, or 25.6%, compared to 2022. The increase was due primarily to higher local currency revenue across all lines of business, including online, batch, consumer and commercial, partially offset by a decrease of 6.5% from the impact of foreign currencies.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, mitigate fraud, and effectively manage call center operations. Businesses embed our solutions into their process workflows to deliver critical insights and enable effective actions.
We provide solutions that enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, and mitigate fraud. Businesses embed our solutions into their process workflows to deliver critical insights and enable effective actions.
We expect to recognize one-time pre-tax expenses associated with this transformation plan of $355.0 to $375.0 million from the fourth quarter of 2023 through the end of 2025, with the majority of costs to be incurred by the end of 2024. All pre-tax expenses will be cash expenditures, other than approximately $15.0 to $20.0 million of non-cash, facility exit costs.
We expect to recognize one-time pre-tax expenses associated with this transformation plan of $355.0 to $375.0 million from the fourth quarter of 2023 through the end of 2025. All pre-tax expenses will be cash expenditures, other than approximately $15.0 million of non-cash, facility exit costs.
During the first quarter of 2022 we prepaid $400.0 million, and in the fourth quarter of 2022 we prepaid $200.0 million, for a total of $600.0 million in 2022, of our Senior Secured Term Loan B-6, funded from cash-on-hand. During 2021, we prepaid $85.0 million of Senior Secured Term Loan B-5, funded with cash on hand.
During the first quarter of 2022 we prepaid $400.0 million, and in the fourth quarter of 2022 we prepaid $200.0 million, for a total of $600.0 million in 2022, of our Senior Secured Term Loan B-6, funded from cash-on-hand.
Adjusted EBITDA For 2023, Adjusted EBITDA increased $32.2 million due primarily to increased revenue in India and other regions as discussed above, partially offset by an increase in labor and other people-related costs to support growth initiatives in certain regions.
For 2023, Adjusted EBITDA increased $30.8 million due primarily to increased revenue in India and other regions as discussed above, partially offset by an increase in labor and other people-related costs to support growth initiatives in certain regions.
Net other consisted of the following adjustments: Twelve Months Ended December 31, 2023 2022 2021 Deferred loan fee expense from debt prepayments and refinancing $ 9.3 $ 9.3 $ 17.9 Currency remeasurement on foreign operations 4.8 6.3 2.0 Other debt financing expenses 2.2 1.7 1.5 Legal and regulatory expenses, net — 28.4 1.2 Other non-operating (income) and expense a (1.0) 0.3 (3.3) Total other adjustments $ 15.2 $ 46.1 $ 19.4 a.
Net other consisted of the following adjustments: Years Ended December 31, 2024 2023 2022 Deferred loan fee expense from debt prepayments and refinancing $ 17.8 $ 9.3 $ 9.3 Other debt financing expenses 2.4 2.2 1.7 Currency remeasurement on foreign operations 2.1 4.8 6.3 Legal and regulatory expenses, net — — 28.4 Other non-operating (income) and expense (0.5) (1.0) 0.3 Total other adjustments $ 21.8 $ 15.2 $ 46.1 6.
Investing Activities For 2023, the decrease in cash used in investing activities was due primarily to cash used for acquisitions of $508.1 million in 2022, partially offset by $103.6 million of proceeds from the sale of discontinued operations.
Investing Activities For 2024, the decrease in cash used in investing activities was primarily due to a decrease in investments in nonconsolidated affiliates. For 2023, the decrease in cash used in investing activities was due primarily to cash used for acquisitions of $508.1 million in 2022, partially offset by $103.6 million of proceeds from the sale of discontinued operations.
Emerging Verticals consists of Technology, Commerce & Communications, Insurance, Media, Services and Collections, Tenant and Employment, and Publi c Sector. We have a global presence in over 30 countries and territories across North America, Latin America, Europe, Africa, India, and Asia Pacific.
Emerging Verticals consists of Insurance, Technology, Retail and E-Commerce, Telecommunications, Media , Tenant & Employment Screening, Collections, and Publi c Sector. We have a global presence in over 30 countries and territories across North America, Latin America, Europe, Africa, India, and Asia Pacific.
Adjusted EBITDA Margin decreased in 2023 primarily due to lower margins from our recent acquisitions and higher variable product costs in our U.S. Markets segment.
Adjusted EBITDA Margin decreased in 2023 primarily due to lower margins from our recent acquisitions and higher product and fulfillment costs in our U.S.
Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: Twelve Months Ended December 31, 2023 2022 2021 Transaction and integration costs $ 30.9 $ 56.9 $ 57.2 Post-acquisition adjustments 4.3 (3.4) — Fair value and impairment adjustments 1.6 4.0 (3.5) Transition services agreement income (2.5) (6.8) (1.1) Loss on business disposal 0.3 — — Total mergers and acquisitions, divestitures and business optimization $ 34.6 $ 50.7 $ 52.6 4.
Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: Years Ended December 31, 2024 2023 2022 Transaction and integration costs $ 11.2 $ 30.9 $ 56.9 Fair value and impairment adjustments 8.4 1.6 4.0 Post-acquisition adjustments 7.0 4.3 (3.4) Transition services agreement income — (2.5) (6.8) Loss on business disposal — 0.3 — Total mergers and acquisitions, divestitures and business optimization $ 26.5 $ 34.6 $ 50.7 3.
Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: Twelve Months Ended December 31, 2023 2022 2021 Transaction and integration costs $ 30.9 $ 56.9 $ 57.2 Post-acquisition adjustments 4.3 (3.4) — Fair value and impairment adjustments 1.6 4.0 (3.5) Transition services agreement income (2.5) (6.8) (1.1) Loss on business disposal 0.3 — — Total mergers and acquisitions, divestitures and business optimization $ 34.6 $ 50.7 $ 52.6 4.
Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: Years Ended December 31, 2024 2023 2022 Transaction and integration costs $ 11.2 $ 30.9 $ 56.9 Fair value and impairment adjustments 8.4 1.6 4.0 Post-acquisition adjustments 7.0 4.3 (3.4) Transition services agreement income — (2.5) (6.8) Loss on business disposal — 0.3 — Total mergers and acquisitions, divestitures and business optimization $ 26.5 $ 34.6 $ 50.7 3.
Net other consisted of the following adjustments: Twelve Months Ended December 31, 2023 2022 2021 Deferred loan fee expense from debt prepayments and refinancing $ 9.3 $ 9.3 $ 17.9 Currency remeasurement on foreign operations 4.8 6.3 2.0 Legal and regulatory expenses, net — 28.4 1.2 Other non-operating (income) and expense a — 0.3 (3.5) Total other adjustments $ 14.0 $ 44.3 $ 17.7 a.
Net other consisted of the following adjustments: Years Ended December 31, 2024 2023 2022 Deferred loan fee expense from debt prepayments and refinancing $ 17.8 $ 9.3 $ 9.3 Currency remeasurement on foreign operations 2.1 4.8 6.3 Legal and regulatory expenses, net — — 28.4 Other non-operating (income) and expense 0.3 — 0.3 Total other adjustments $ 20.2 $ 14.0 $ 44.3 6.
Net other consisted of the following adjustments: Twelve Months Ended December 31, 2023 2022 2021 Deferred loan fee expense from debt prepayments and refinancing $ 9.3 $ 9.3 $ 17.9 Currency remeasurement on foreign operations 4.8 6.3 2.0 Other debt financing expenses 2.2 1.7 1.5 Legal and regulatory expenses, net — 28.4 1.2 Other non-operating (income) and expense a (1.0) 0.3 (3.3) Total other adjustments $ 15.2 $ 46.1 $ 19.4 a.
Net other consisted of the following adjustments: Years Ended December 31, 2024 2023 2022 Deferred loan fee expense from debt prepayments and refinancings $ 17.8 $ 9.3 $ 9.3 Other debt financing expenses 2.4 2.2 1.7 Currency remeasurement on foreign operations 2.1 4.8 6.3 Legal and regulatory expenses, net — — 28.4 Other non-operating (income) and expense (0.5) (1.0) 0.3 Total other adjustments $ 21.8 $ 15.2 $ 46.1 6.
Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: Twelve Months Ended December 31, 2023 2022 2021 Transaction and integration costs $ 30.9 $ 56.9 $ 57.2 Post-acquisition adjustments 4.3 (3.4) — Fair value and impairment adjustments 1.6 4.0 (3.5) Transition services agreement income (2.5) (6.8) (1.1) Loss on business disposal 0.3 — — Total mergers and acquisitions, divestitures and business optimization $ 34.6 $ 50.7 $ 52.6 66 4.
Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: Years Ended December 31, 2024 2023 2022 Transaction and integration costs $ 11.2 $ 30.9 $ 56.9 Fair value and impairment adjustments 8.4 1.6 4.0 Post-acquisition adjustments 7.0 4.3 (3.4) Transition services agreement income — (2.5) (6.8) Loss on business disposal — 0.3 — Total mergers and acquisitions, divestitures and business optimization $ 26.5 $ 34.6 $ 50.7 3.
The amounts for each category of cost are as follows: Twelve Months Ended December 31, 2023 2022 2021 Foundational Capabilities $ 35.8 $ 34.1 $ 27.7 Migration Management 29.6 14.6 7.3 Program Enablement 5.2 5.3 4.7 Total accelerated technology investment $ 70.6 $ 54.0 $ 39.7 3.
The amounts for each category of cost are as follows: Years Ended December 31, 2024 2023 2022 Foundational Capabilities $ 35.7 $ 35.8 $ 34.1 Migration Management 43.2 29.6 14.6 Program Enablement 5.4 5.2 5.3 Total accelerated technology investment $ 84.2 $ 70.6 $ 54.0 4.
International Segment Revenue For 2023, International revenue increased $69.4 million, or 9.2%, compared with 2022. The increase was due primarily to higher local currency revenue in all regions except for the United Kingdom, driven by increased volumes from improving economic conditions and new product initiatives, partially offset by a decrease of 3.0% from the impact of foreign currencies.
The increase was due primarily to higher local currency revenue in all regions, driven by increased volumes from improving economic conditions and new product initiatives, partially offset by a decrease of 0.3% from the impact of foreign currencies. For 2023, International revenue increased $67.4 million, or 8.6%, compared with 2022.
See Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statement,” Note 21, “Reportable Segments” for additional information. U.S. Markets Our U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses.
See Part II, Item 8 “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statement,” Note 19, “Reportable Segments” for additional information about our operating segments. 46 U.S. Markets The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses and consumers.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions,” for additional information. Key Components of Our Results of Operations Revenue We report revenue for our three reportable segments, U.S. Markets, International and Consumer Interactive. Within the U.S.
See Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 2, “Business Acquisitions” and Note 3 “Discontinued Operations,” for additional information. 49 Key Components of Our Results of Operations Revenue We report revenue for our two reportable segments, U.S. Markets and International. Within the U.S.
We classified the results of operations of these non-core businesses as discontinued operations, net of tax, in the Consolidated Statements of Operations since the acquisition in April 2022.
Markets segment in our Consolidated Statements of Operations since the date of the acquisition. We classified the results of operations of the non-core businesses as discontinued operations, net of tax, in the Consolidated Statements of Operations since the acquisition in April 2022.
The amounts for each category of cost are as follows: Twelve Months Ended December 31, 2023 2022 2021 Foundational Capabilities $ 35.8 $ 34.1 $ 27.7 Migration Management 29.6 14.6 7.3 Program Enablement 5.2 5.3 4.7 Total accelerated technology investment $ 70.6 $ 54.0 $ 39.7 63 3.
The amounts for each category of cost are as follows: Years Ended December 31, 2024 2023 2022 Foundational Capabilities $ 35.7 $ 35.8 $ 34.1 Migration Management 43.2 29.6 14.6 Program Enablement 5.4 5.2 5.3 Total accelerated technology investment $ 84.2 $ 70.6 $ 54.0 4.
The amounts for each category of cost are as follows: Twelve Months Ended December 31, 2023 2022 2021 Foundational Capabilities $ 35.8 $ 34.1 $ 27.7 Migration Management 29.6 14.6 7.3 Program Enablement 5.2 5.3 4.7 Total accelerated technology investment $ 70.6 $ 54.0 $ 39.7 69 3.
The amounts for each category of cost are as follows: Years Ended December 31, 2024 2023 2022 Foundational Capabilities $ 35.7 $ 35.8 $ 34.1 Migration Management 43.2 29.6 14.6 Program Enablement 5.4 5.2 5.3 Total accelerated technology investment $ 84.2 $ 70.6 $ 54.0 66 4.
Emerging Verticals: For 2023, Emerging Verticals revenue increased $31.8 million, or 2.7%, compared with 2022, due to increases in our Technology, Commerce and Communications, Insurance, Service & Collections, Public Sector, and Media verticals due primarily to increased volumes in existing products and new products from our recent acquisitions, partially offset by a decrease in our Tenant and Employment vertical due to volume decreases.
For 2023, Emerging Verticals revenue increased $40.1 million, or 3.6%, compared to 2022, due to revenue from our acquisition of Argus and increases in our Technology, Commerce and Communications, Insurance, Service & Collections, Public Sector, and Media verticals due primarily to increased volumes in existing products and new products from our recent acquisitions, partially offset by a decrease in our Tenant & Employment vertical due to volume decreases.
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.
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.
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.
See Part II, Item 8, “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting Policies,” for additional information about our significant accounting policies that require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities.
Financial Services: For 2023, Financial Services revenue increased $25.2 million, or 2.0%, compared to 2022, due primarily to a 1.6% increase from our acquisition of Argus, an increase in our Mortgage line of business primarily from price increases partially offset by volume declines due to higher interest rates, and an increase in our Auto line of business due to price and volume increases.
Our other lines of business also grew primarily due to an increase in batch activity and price increases in our Auto line of business, partially offset by a decrease in volumes. 56 For 2023, Financial Services revenue increased $19.2 million, or 1.6%, compared with 2022, due primarily to a 1.0% increase from our acquisition of Argus, an increase in our Mortgage line of business primarily from price increases partially offset by volume declines due to higher interest rates, and an increase in our Auto line of business due to price and volume increases.
On December 23, 2021, we entered into a tranche of 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.
In 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt.
These services are offered to customers in a number of industries including financial services, retail credit, insurance, automotive, collections, public sector and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer solutions similar to those offered by our Consumer Interactive segment to help consumers proactively manage their personal finances.
These services are offered to customers in a number of industries including financial services, retail credit, insurance, automotive, collections, public sector and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive vertical within our U.S.
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.
Cash and cash equivalents totaled $679.5 million and $476.2 million at December 31, 2024 and 2023, respectively, of which $432.2 million and $356.4 million was held outside the United States in each respective period.
A portion of this error impacted our accelerated technology investment adjustment. Consolidated Adjusted EBITDA For 2023, Consolidated Adjusted EBITDA was relatively consistent, as the increase in cost of services and selling, general and administrative expenses, excluding the operating expenses added back, was mostly offset by the increase in revenue, as disclosed in the discussions and tables above.
For 2023 , Consolidated Adjusted EBITDA was relatively consistent, as the increase in cost of services and selling, general and administrative expenses, excluding the operating expenses added back, was mostly offset by the increase in revenue, as disclosed in the discussions and tables above.
We retained the core businesses of Argus, and divested the remaining non-core businesses on December 30, 2022. Argus provides financial institutions, payments providers, and retailers worldwide with competitive studies, predictive analytics, models, and advisory services. The results of operations of Argus are included in the U.S. Markets segment in our Consolidated Statements of Operations since the date of the acquisition.
We retained the core businesses of Argus and, as discussed further below, divested the remaining non-core businesses on December 30, 2022. Argus provides financial institutions, payments providers, and retailers worldwide with competitive studies, predictive analytics, models, and advisory services. The results of operations of Argus are included in the U.S.
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.
Other adjustments for income taxes include: Years Ended December 31, 2024 2023 2022 Deferred tax adjustments $ 13.8 $ (12.9) $ 6.7 Valuation allowance adjustments (12.7) 4.0 25.7 Return to provision, audit adjustments, and reserves related to prior periods (2.3) (1.0) (0.3) Other adjustments (0.5) (1.6) 3.5 Total other adjustments $ (1.7) $ (11.5) $ 35.6 Adjusted Provision for Income Taxes We reported an adjusted tax rate of 23.9%, 22.0% and 22.4%, for 2024, 2023 and 2022, 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 Years Ended December 31, 2024 2023 2022 Reconciliation of net income (loss) attributable to TransUnion to Consolidated Adjusted EBITDA: Net income (loss) attributable to TransUnion $ 284.4 $ (206.2) $ 266.3 Discontinued operations, net of tax — 0.7 (17.4) Income (loss) from continuing operations attributable to TransUnion $ 284.4 $ (205.4) $ 248.9 Net interest expense 236.7 267.5 226.2 Provision for income taxes 98.8 44.7 118.9 Depreciation and amortization 537.8 524.4 519.0 EBITDA $ 1,157.7 $ 631.2 $ 1,113.1 Adjustments to EBITDA: Stock-based compensation $ 121.2 $ 100.6 $ 81.1 Goodwill impairment 1 — 414.0 — Mergers and acquisitions, divestitures and business optimization 2 26.5 34.6 50.7 Accelerated technology investment 3 84.2 70.6 54.0 Operating model optimization program 4 94.8 77.6 — Net other 5 21.8 15.2 46.1 Total adjustments to EBITDA $ 348.7 $ 712.5 $ 231.9 Consolidated Adjusted EBITDA 1,506.3 1,343.7 1,344.9 Adjusted EBITDA for Pre-Acquisition Period 6 — — 6.4 Leverage Ratio Adjusted EBITDA $ 1,506.3 $ 1,343.7 $ 1,351.3 Total debt $ 5,147.2 $ 5,340.4 $ 5,670.1 Less: Cash and cash equivalents 679.5 476.2 585.3 Net Debt $ 4,467.8 $ 4,864.2 $ 5,084.8 Ratio of Net Debt to Net income (loss) attributable to TransUnion 15.7 (23.6) 19.1 Leverage Ratio 7 3.0 3.6 3.8 As a result of displaying amounts in millions, rounding differences may exist in the table above. 1.
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.
For the years ended December 31, 2024, 2023 and 2022, our segment revenue, Adjusted EBITDA and Adjusted EBITDA margin were as follows: 55 Change Years Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ % $ % Revenue: U.S.
For 2023, cash paid for capital expenditures increased $12.6 million to $310.7 million. For 2022, cash paid for capital expenditures increased $74.0 million to $298.2 million. Capital expenditures as a percent of revenue represented 8.1% and 8.0% for 2023 and 2022, respectively.
For 2024, cash paid for capital expenditures increased $5.1 million to $315.8 million. For 2023, cash paid for capital expenditures increased $12.6 million to $310.7 million. Capital expenditures as a percent of revenue represented 7.5% and 8.1% for 2024 and 2023, respectively.
For the twelve months ended December 31, 2023, 2022 and 2021, these non-GAAP measures were as follows: 62 Adjusted EBITDA and Adjusted EBITDA Margin Twelve Months Ended Change December 31, 2023 vs. 2022 2022 vs. 2021 2023 2022 2021 $ % $ % Reconciliation of net (loss) income attributable to TransUnion to consolidated Adjusted EBITDA: Net (loss) income attributable to TransUnion 6 $ (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) % Net (loss) income from continuing operations attributable to TransUnion 6 $ (205.4) $ 248.9 $ 358.7 $ (454.3) nm $ (109.7) (30.6) % Net interest expense 267.5 226.2 109.2 41.3 18.3 % 117.1 nm Provision for income taxes 6 44.7 118.9 131.9 (74.2) (62.4) % (13.0) (9.8) % Depreciation and amortization 524.4 519.0 377.0 5.4 1.0 % 142.0 37.7 % EBITDA 6 $ 631.2 $ 1,113.1 $ 976.7 $ (481.9) (43.3) % $ 136.3 14.0 % Adjustments to EBITDA: Goodwill impairment 414.0 — — 414.0 nm — nm Stock-based compensation 100.6 81.1 70.1 19.5 24.0 % 11.0 15.6 % Operating model optimization program 1 77.6 — — 77.6 nm — nm Accelerated technology investment 2,6 70.6 54.0 39.7 16.6 30.7 % 14.3 36.0 % Mergers and acquisitions, divestitures and business optimization 3 34.6 50.7 52.6 (16.1) (31.8) % (1.9) (3.6) % Net other 4 15.2 46.1 19.4 (30.9) (67.0) % 26.7 nm Total adjustments to EBITDA 6 $ 712.5 $ 231.9 $ 181.8 $ 480.6 nm $ 50.1 27.6 % Consolidated Adjusted EBITDA 6 $ 1,343.7 $ 1,344.9 $ 1,158.5 $ (1.3) (0.1) % $ 186.5 16.1 % Net (loss) income attributable to TransUnion margin 6 (5.4) % 7.2 % 47.0 % (12.6) % (39.8) % Consolidated Adjusted EBITDA Margin 5,6 35.1 % 36.3 % 39.1 % (1.2) % (2.8) % nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above. 1.
For the years ended December 31, 2024, 2023 and 2022, these non-GAAP measures were as follows: 62 Adjusted EBITDA and Adjusted EBITDA Margin Years Ended Change December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ % $ % Reconciliation of net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA: Net income (loss) attributable to TransUnion $ 284.4 $ (206.2) $ 266.3 $ 490.5 nm $ (472.4) nm Discontinued operations, net of tax — 0.7 (17.4) (0.7) (100.0) % 18.1 nm Income (loss) from continuing operations attributable to TransUnion $ 284.4 $ (205.4) $ 248.9 $ 489.8 nm $ (454.3) nm Net interest expense 236.7 267.5 226.2 (30.8) (11.5) % 41.3 18.3 % Provision for income taxes 98.8 44.7 118.9 54.1 nm (74.2) (62.4) % Depreciation and amortization 537.8 524.4 519.0 13.3 2.5 % 5.4 1.0 % EBITDA $ 1,157.7 $ 631.2 $ 1,113.1 $ 526.5 83.4 % $ (481.9) (43.3) % Adjustments to EBITDA: Stock-based compensation 121.2 100.6 81.1 20.6 20.5 % 19.5 24.0 % Goodwill impairment 1 — 414.0 — (414.0) (100.0) % 414.0 nm Mergers and acquisitions, divestitures and business optimization 2 26.5 34.6 50.7 (8.1) (23.4) % (16.1) (31.8) % Accelerated technology investment 3 84.2 70.6 54.0 13.6 19.3 % 16.6 30.7 % Operating model optimization program 4 94.8 77.6 — 17.2 22.2 % 77.6 nm Net other 5 21.8 15.2 46.1 6.6 43.5 % (30.9) (67.0) % Total adjustments to EBITDA $ 348.7 $ 712.5 $ 231.9 $ (363.8) (51.1) % $ 480.6 nm Consolidated Adjusted EBITDA $ 1,506.3 $ 1,343.7 $ 1,344.9 $ 162.6 12.1 % $ (1.3) (0.1) % Net income (loss) attributable to TransUnion margin 6.8 % (5.4) % 7.2 % 12.2 % (12.6) % Consolidated Adjusted EBITDA Margin 6 36.0 % 35.1 % 36.3 % 0.9 % (1.2) % nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above. 1.
Application of Critical Accounting Estimates We prepare our consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”).
Application of Critical Accounting Estimates We prepare our consolidated financial statements in conformity with GAAP.
Goodwill As of December 31, 2023, our Consolidated Balance Sheet included goodwill of $5,176.0 million . We test goodwill for impairment on an annual basis in the fourth quarter and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value.
We test goodwill for impairment on an annual basis in the fourth quarter and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value.
On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we: (1) refinanced our existing revolving credit facility with a new tranche of revolving credit commitments in an aggregate principal amount of $600.0 million (an increase of $300.0 million); and (2) entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, prepay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses.
On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses. 48 On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses.
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 swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,100.0 million that amortizes each quarter beginning the first quarter 2025. The swaps require us to pay fixed rates varying between 3.0650% and 3.9925% in exchange for receiving a variable rate that matches the variable rate on our loans.
Adjusted EBITDA margins increased 0.8% due primarily to an increase in local currency revenue and improving market conditions in most of our regions, partially offset by an increase in labor costs. 58 Consumer Interactive Segment Revenue For 2023, Consumer Interactive revenue decreased $5.6 million, or 0.9%, compared with 2022, due primarily to a decrease in revenue in our Direct channel as reduced advertising and slowing macroeconomic conditions significantly reduced consumer demand for our paid credit products, partially offset by an increase in revenue in our indirect channel from breach revenue and an increase in volumes.
For 2023, Consumer Interactive revenue decreased $5.6 million, or 0.9%, compared with 2022, due primarily to a decrease in revenue in our Direct channel as reduced advertising and slowing macroeconomic conditions significantly reduced consumer demand for our paid credit products, partially offset by an increase in revenue in our indirect channel from breach remediation revenue and an increase in volumes.
For years in which we made significant acquisitions, we have included a twelve-month period of adjusted EBITDA including Adjusted EBITDA for the period prior to our acquisition. The twelve months ended December 31, 2021 includes the eleven months of Adjusted EBITDA related to Neustar and Sontiq prior to our acquisitions in December 2021.
For years in which we made significant acquisitions, we have included a twelve-month period of adjusted EBITDA including Adjusted EBITDA for the period prior to our acquisition. The year ended December 31, 2022 includes the three months of Adjusted EBITDA related to Argus prior to our acquisition in April 2022. 7.
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.
We have designated these swap agreements as cash flow hedges. On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 30, 2022, and expired on December 31, 2024.
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.
Africa: For 2024, Africa revenue increased $5.8 million, or 9.5%, compared to 2023. The increase was primarily due to meaningful new business wins and contract renewals as well as volume growth in emerging countries and emerging verticals, partially offset by a decrease of 0.3% from the impact of foreign currencies.
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.
Change Years Ended December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ % $ % Other income and (expense), net: Acquisition fees $ (11.2) $ (8.2) $ (23.7) $ (3.0) (36.4) % $ 15.5 65.4 % Debt-related expenses (20.2) (11.5) (11.0) (8.7) (75.7) % (0.5) (4.5) % Other income (expense), net (15.7) (3.0) 4.7 (12.7) nm (7.7) nm Total other income and (expense), net $ (47.1) $ (22.7) $ (30.0) $ (24.4) nm $ 7.3 24.5 % nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above.
Non-Operating Income and Expense Non-operating income and expense includes interest expense, interest income, earnings from equity-method investments, dividends from Cost Method Investments, fair-value adjustments of equity method and Cost Method Investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses. 51 Results of Operations—Twelve Months Ended December 31, 2023, 2022 and 2021 (Tabular amounts in millions, except per share amounts) For the twelve months ended December 31, 2023, 2022 and 2021, our results of operations were as follows: Twelve Months Ended Change December 31, 2023 vs. 2022 2022 vs. 2021 2023 2022 2021 $ % $ % Revenue $ 3,831.2 $ 3,709.9 $ 2,960.2 $ 121.3 3.3 % $ 749.7 25.3 % Operating expenses Cost of services (exclusive of depreciation and amortization below) 1 1,517.3 1,385.1 1,022.3 132.2 9.5 % 362.8 35.5 % Selling, general and administrative 1 1,171.6 1,179.4 909.0 (7.8) (0.7) % 270.4 29.7 % Depreciation and amortization 524.4 519.0 377.0 5.4 1.0 % 142.0 37.7 % Goodwill impairment 414.0 — — 414.0 nm — — % Restructuring 75.3 — — 75.3 nm — — % Total operating expenses 3,702.7 3,083.5 2,308.3 619.1 20.1 % 775.2 33.6 % Operating income 128.5 626.3 651.9 (497.8) (79.5) % (25.6) (3.9) % Non-operating income and (expense) Interest expense (288.2) (230.9) (112.6) (57.3) 24.8 % (118.3) 105.1 % Interest income 20.7 4.7 3.4 16.1 nm 1.3 38.2 % Earnings from equity method investments 16.3 13.0 12.0 3.3 25.4 % 1.0 8.3 % Other income and (expense), net (22.7) (30.0) (49.2) 7.3 (24.3) % 19.2 (39.0) % Total non-operating income and (expense) (273.9) (243.3) (146.3) (30.6) 12.6 % (97.0) 66.3 % (Loss) income from continuing operations before income taxes (145.3) 383.0 505.6 (528.4) nm (122.6) (24.2) % Provision for income taxes (44.7) (118.9) (131.9) 74.2 (62.4) % 13.0 (9.9) % (Loss) income from continuing operations (190.1) 264.1 373.7 (454.2) nm (109.6) (29.3) % Discontinued operations, net of tax (0.7) 17.4 1,031.7 (18.1) nm (1,014.3) (98.3) % Net (loss) income (190.8) 281.5 1,405.4 (472.3) nm (1,123.9) (80.0) % Less: net income attributable to noncontrolling interests (15.4) (15.2) (15.0) (0.2) 1.3 % (0.2) 1.3 % Net (loss) income attributable to TransUnion $ (206.2) $ 266.3 $ 1,390.3 $ (472.4) nm $ (1,124.0) (80.8) % nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above. 1.
Non-Operating Income and Expense Non-operating income and expense includes interest expense, interest income, earnings from equity-method investments, dividends from Cost Method Investments, fair-value adjustments of equity method and Cost Method Investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses. 50 Results of Operations—Years Ended December 31, 2024, 2023 and 2022 (Tabular amounts in millions, except per share amounts) For the years ended December 31, 2024, 2023 and 2022, our results of operations were as follows: Years Ended Change December 31, 2024 vs. 2023 2023 vs. 2022 2024 2023 2022 $ % $ % Revenue $ 4,183.8 $ 3,831.2 $ 3,709.9 $ 352.6 9.2 % $ 121.3 3.3 % Operating expenses Cost of services (exclusive of depreciation and amortization below) 1,673.3 1,517.3 1,385.1 155.9 10.3 % 132.2 9.5 % Selling, general and administrative 1,239.3 1,171.6 1,179.4 67.7 5.8 % (7.8) (0.7) % Depreciation and amortization 537.8 524.4 519.0 13.3 2.5 % 5.4 1.0 % Goodwill impairment — 414.0 — (414.0) (100.0) % 414.0 nm Restructuring 66.8 75.3 — (8.5) (11.3) % 75.3 nm Total operating expenses 3,517.1 3,702.7 3,083.5 (185.6) (5.0) % 619.1 20.1 % Operating income 666.7 128.5 626.3 538.2 nm (497.8) (79.5) % Non-operating income and (expense) Interest expense (265.2) (288.2) (230.9) 23.0 (8.0) % (57.3) 24.8 % Interest income 28.5 20.7 4.7 7.8 37.7 % 16.1 nm Earnings from equity method investments 18.3 16.3 13.0 2.0 12.3 % 3.3 25.4 % Other income and (expense), net (47.1) (22.7) (30.0) (24.4) nm 7.3 (24.3) % Total non-operating income and (expense) (265.5) (273.9) (243.3) 8.3 (3.0) % (30.6) 12.6 % Income (loss) from continuing operations before income taxes 401.1 (145.3) 383.0 546.5 nm (528.4) nm Provision for income taxes (98.8) (44.7) (118.9) (54.1) nm 74.2 (62.4) % Income (loss) from continuing operations 302.3 (190.1) 264.1 492.4 nm (454.2) nm Discontinued operations, net of tax — (0.7) 17.4 0.7 (100.0) % (18.1) nm Net income (loss) 302.3 (190.8) 281.5 493.1 nm (472.3) nm Less: net income attributable to noncontrolling interests (18.0) (15.4) (15.2) (2.6) 16.9 % (0.2) 1.3 % Net income (loss) attributable to TransUnion $ 284.4 $ (206.2) $ 266.3 $ 490.5 nm $ (472.4) nm nm: not meaningful As a result of displaying amounts in millions, rounding differences may exist in the table above.
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.
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. United Kingdom: For 2024, United Kingdom revenue increased $11.1 million, or 5.1%, compared with 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−6 removed6 unchanged
Biggest changeDuring 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.
Biggest changeApproximately 71.6% of our variable-rate debt is hedged with interest rate swaps. During 2024, 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 $7.2 million for the year.
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.
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, 2024, essentially all of our outstanding debt was variable-rate debt, and had a weighted-average interest rate of 6.13% and a weighted-average life of 5.9 years.
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.
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), net as incurred. In 2024, revenue attributable to our International segment was $958.4 million, and Adjusted EBITDA attributable to our International segment was $425.5 million.
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
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 2024 realized foreign currency transaction gains and losses. 76
We have designated these swap agreements as cash flow hedges. Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates, or changes in the amount we have hedged.
Based on the amount of unhedged outstanding variable-rate debt, we have a material exposure to interest rate risk. In the future our exposure to interest rate risk may change due to changes in the amount borrowed, changes in interest rates, or changes in the amount we have hedged.
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.
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 2024 would have changed our revenue by $95.8 million and our Adjusted EBITDA by $42.6 million. We derive an insignificant amount of international revenue and Adjusted EBITDA from our U.S. Markets segment.
Removed
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.
Removed
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.
Removed
We have designated these swap agreements as cash flow hedges. On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt.
Removed
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.
Removed
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.
Removed
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.

Other TRU 10-K year-over-year comparisons