Skip to main content

TransUnion

For the period ended Mar 31, 2025. Filed Apr 24, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 24, 2025

TRU$83.11+2.4%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Unaudited Consolidated Financial Statements

(Tabular amounts in millions, except per share amounts)

  1. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of TransUnion and subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for a fair statement of the interim periods presented. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The interim results presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025. The Company’s Consolidated Balance Sheet data for the year ended December 31, 2024 was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on February 13, 2025.

Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.

For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.

Principles of Consolidation

The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. All intercompany transactions and balances have been eliminated.

Investments in Affiliated Companies

Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

Variable Interest Entities

At inception, we determine whether an entity in which we have made an investment or with which we have other variable interest arrangements is considered a variable interest entity (“VIE”). We are required to consolidate any VIE if we are the primary beneficiary of the VIE. We are the primary beneficiary of a VIE if we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb a portion of the losses or benefits that are significant to the VIE. If we are not the primary beneficiary of the VIE, we account for the investment or other variable interests in the VIE in accordance with other applicable GAAP. When events or circumstances change our variable interests or relationships with any of these entities, we reassess our determination of whether they are a VIE and, if so, whether we are the primary beneficiary. As of March 31, 2025 and December 31, 2024, we have a variable interest in one unconsolidated VIE with a current exposure of loss of approximately $54.8 million and $35.3 million, respectively, consisting of the current carrying value of our investment in and various accounts and notes receivable from this entity.

Use of Estimates

The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.

Share Repurchase Plan

On February 11, 2025, our Board of Directors (our “Board”) authorized the repurchase of up to $500.0 million of our common stock (the “2025 Repurchase Plan”). Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, 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. Open market purchases are conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Repurchase Plan does not have an expiration date.

Repurchased shares are retired, resulting in a reduction to common stock at par with the remainder to additional paid-in capital. Once repurchased, the shares are returned to the status of authorized but unissued shares of the Company and reduce the weighted average number of shares of common stock outstanding for purposes of calculating basic and diluted earnings per share. During the three months ended March 31, 2025, the Company repurchased approximately 63,000 shares of common stock for a total of $5.4 million, including commissions and excise taxes, under the 2025 Repurchase Plan. The average price paid per share was $84.86. As of March 31, 2025, $494.7 million remains available for repurchases under the 2025 Repurchase Plan.

Trade Accounts Receivable

We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes.

The following is a roll-forward of the allowance for doubtful accounts for the periods presented:

Three Months Ended March 31,
20252024
Beginning balance$19.9$16.4
Provision for losses on trade accounts receivable7.54.7
Write-offs, net of recovered accounts(3.0)(3.5)
Ending balance$24.4$17.6

Recent Accounting Pronouncements Not Yet Adopted

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This ASU requires income tax disclosures to include consistent categories and greater disaggregation of information in the rate reconciliations and the disaggregation of income taxes paid by federal, state and foreign, and also for individual jurisdictions that are greater than 5% of total income taxes paid. The update is effective for annual periods for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact that adopting this ASU would have on our consolidated financial statements.

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04), Disaggregation of Income Statement Expenses. This ASU requires disclosure within the notes to financial statements of specific information about certain costs and expenses including more detailed disclosures of certain categories of expenses such as employee compensation, depreciation and intangible asset amortization that are components of existing expense captions presented on the face of the income statement. The update is effective for annual periods for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027 on a prospective or retrospective basis. Early adoption is permitted. We are currently assessing the impact that adopting this ASU would have on our consolidated financial statements.

  1. Other Current Assets

Other current assets consisted of the following:

March 31, 2025December 31, 2024
Prepaid expenses$143.8$126.0
Note receivable (Note 13)91.389.7
Marketable securities (Note 13)2.62.5
Other88.5105.1
Total other current assets$326.2$323.4
  1. Goodwill

There have been no triggering events during the three months ended March 31, 2025 that have required us to re-evaluate whether any of our reporting units were impaired.

Goodwill allocated to our reportable segments and changes in the carrying amount of goodwill during the three months ended March 31, 2025, consisted of the following:

U.S. MarketsInternationalTotal
Balance, December 31, 2024$4,257.6$886.7$5,144.3
Foreign exchange rate adjustment0.318.118.4
Balance, March 31, 2025$4,257.8$904.8$5,162.7

The gross and net goodwill balances at each period were as follows:

March 31, 2025December 31, 2024
Gross GoodwillAccumulated ImpairmentNet GoodwillGross GoodwillAccumulated ImpairmentNet Goodwill
U.S Markets$4,257.8$—$4,257.8$4,257.6$—$4,257.6
International1,318.8(414.0)904.81,300.7(414.0)886.7
Total$5,576.7$(414.0)$5,162.7$5,558.3$(414.0)$5,144.3
  1. Intangible Assets

Intangible assets consisted of the following:

March 31, 2025December 31, 2024
GrossAccumulatedAmortizationNetGrossAccumulatedAmortizationNet
Customer relationships$2,060.7$(593.3)$1,467.3$2,055.0$(561.7)$1,493.3
Internal use software1,640.2(714.1)926.11,589.1(653.0)936.2
Database and credit files1,358.5(927.3)431.21,339.8(896.6)443.2
Trademarks, copyrights and patents566.7(186.7)380.0566.7(183.0)383.7
Noncompete and other agreements1.3(0.3)1.01.3(0.2)1.1
Total intangible assets$5,627.3$(2,421.7)$3,205.6$5,551.9$(2,294.5)$3,257.5

Changes in the carrying amount of intangible assets between periods consisted of the following:

GrossAccumulated AmortizationNet
Balance, December 31, 2024$5,551.9$(2,294.5)$3,257.5
Developed internal use software47.6—47.6
Amortization—(115.2)(115.2)
Disposals and retirements(0.9)0.5(0.4)
Foreign exchange rate adjustment28.7(12.5)16.2
Balance, March 31, 2025$5,627.3$(2,421.7)$3,205.6
  1. Other Assets

Other assets consisted of the following:

March 31, 2025December 31, 2024
Investments in affiliated companies (Note 6)$275.9$279.9
Right-of-use lease assets58.755.8
Interest rate swaps (Notes 10 and 13)75.8110.0
Convertible note receivable (Note 13)20.6—
Other131.5132.0
Total other assets$562.6$577.7
  1. Investments in Affiliated Companies

Investments in affiliated companies, which are included in other assets in the Consolidated Balance Sheets, consisted of the following:

March 31, 2025December 31, 2024
Cost Method Investments$218.8$228.4
Equity method investments53.247.8
Limited partnership investment3.83.7
Total investments in affiliated companies (Note 5)$275.9$279.9

Gains and losses on our Cost Method Investments, which are included in other income and (expense), net in the Consolidated Statement of Operations, for the periods presented in the table below are as follows:

Three Months Ended March 31,
20252024
Current period gains$—$4.7
Current period losses(10.4)—

Cumulative unrealized gains and losses on our Cost Method Investments that we owned as of March 31, 2025 and December 31, 2024, as shown in our Cost Method Investment balances in the table above, were as follows:

March 31, 2025December 31, 2024
Cumulative unrealized gains$50.8$50.8
Cumulative unrealized losses(41.3)(30.9)

There wereno dividends from equity method investments during the three months ended March 31, 2025 and 2024. Earnings from equity method investments, which are incl uded in other non-operating income and expense in the Consolidated Statement of Operations, consisted of the following:

Three Months Ended March 31,
20252024
Earnings from equity method investments (Note 14)$4.3$4.7
  1. Other Current Liabilities

Other current liabilities consisted of the following:

March 31, 2025December 31, 2024
Accrued payroll and employee benefits$101.9$269.8
Accrued legal and regulatory matters (Note 15)70.6123.5
Deferred revenue (Note 11)126.3133.8
Accrued restructuring (Note 8)11.313.8
Operating lease liabilities22.922.0
Income taxes payable52.937.3
Other106.594.2
Total other current liabilities$492.3$694.4

The decrease in accrued payroll and employee benefits is primarily due to bonuses paid during the first quarter of 2025 that were earned in 2024. The decrease in accrued legal and regulatory matters is primarily due to the dismissal of a lawsuit as further discussed in Note 15, “Contingencies.” Other includes a $3.0 million interest rate swap liability as discussed in Note 13, “Fair Value.”

  1. Restructuring

On November 12, 2023, our Board approved a transformation plan to optimize our operating model and continue to advance our technology. The transformation plan includes an operating model optimization program that will eliminate certain roles, transition certain job responsibilities to global capability centers, and reduce our facility footprint. The Company expects to record pre-tax expenses associated with the operating model optimization program of approximately $155.0 million from the fourth quarter of 2023 through the end of 2025, consisting of approximately $110.0 million of employee separation expenses and $45.0 million of facility exit expenses. To date, we have incurred a total of $142.1 million in pre-tax expenses.

There were no restructuring expenses recorded in the three months ended March 31, 2025. The following table summarizes the expenses recorded in the three months ended March 31, 2024.

Three Months Ended March 31,
Employee separation$16.8
Facility exit1.4
Total restructuring expenses$18.2

The following table summarizes the changes in accrued restructuring during thethree months ended March 31, 2025, which are included in other current liabilities on the Consolidated Balance Sheets.

Employee Separation Costs
Balance, December 31, 2024$13.8
Restructuring expense—
Cash payments(2.5)
Balance, March 31, 2025 (Note 7)$11.3

All restructuring expenses have been recorded in the Corporate unit, as these initiatives are predominantly centrally directed and controlled and are not included in internal measures of segment operating performance.

  1. Other Liabilities

Other liabilities consisted of the following:

March 31, 2025December 31, 2024
Operating lease liabilities$42.9$41.5
Unrecognized tax benefits, net of indirect tax effects41.240.4
Deferred revenue (Note 11)17.413.7
Other20.118.9
Total other liabilities$121.5$114.5
  1. Debt

Debt outstanding consisted of the following:

March 31, 2025December 31, 2024
Senior Secured Term Loan B-5, due in full at maturity (November 15, 2026), with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (6.17% at March 31, 2025 and 6.21% at December 31, 2024), net of original issue discount and deferred financing fees of less than $0.1 million and $0.1 million, respectively, at March 31, 2025, and of less than $0.1 million and $0.2 million, respectively, at December 31, 2024$104.3$104.3
Senior Secured Term Loan A-4, payable in quarterly installments through June 24, 2029, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (5.57% at March 31, 2025 and 5.86% at December 31, 2024), net of original issue discount and deferred financing fees of $0.3 million and $3.2 million, respectively, at March 31, 2025, and of $0.4 million and $3.3 million, respectively, at December 31, 20241,264.01,271.9
Senior Secured Term Loan B-8, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.07% at March 31, 2025 and 6.11% at December 31, 2024), net of original issue discount and deferred financing fees of $4.0 million and $5.9 million, respectively, at March 31, 2025, and of $4.2 million and $6.1 million, respectively, at December 31, 20241,901.71,906.2
Senior Secured Term Loan B-9, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.07% at March 31, 2025 and 6.11% at December 31, 2024), net of original issue discount and deferred financing fees of $7.6 million and $12.4 million, respectively, at March 31, 2025, and of $7.9 million and $12.9 million, respectively, at December 31, 20241,860.81,864.8
Senior Secured Revolving Credit Facility——
Total debt5,130.85,147.2
Less short-term debt and current portion of long-term debt(70.6)(70.6)
Total long-term debt$5,060.2$5,076.6

Senior Secured Credit Facility

On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan B-8, Senior Secured Term Loan B-9, Senior Secured Term Loan B-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility.

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. In connection with the refinancing, we incurred incremental deferred financing fees of $4.7 million that will be amortized over the new loan term. Senior Secured Term Loan B-7 is a syndicated debt instrument. As a result of the refinancing, we repaid $257.1 million of principal to exiting lenders and to lenders where the refinancing resulted in a reduction in principal and received $264.1 million of proceeds from new lenders and additional principal from existing lenders.

On June 24, 2024, we executed Amendment No. 23 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-8 with an aggregate principal amount of $1.5 billion, the proceeds of which were used to repay a portion of Senior Secured Term Loan B-5. The maturity date of the Senior Secured Credit Facility and Senior Secured Term Loan A-4 were also extended from October 27, 2028 to June 24, 2029, subject to a springing maturity of 91 days prior to the maturity date of certain long-term indebtedness, if, on such date, the principal amount of such indebtedness exceeds $250 million, and the credit spread adjustment was removed from the periodic interest rate for both instruments.

On December 12, 2024, we executed Amendment No. 24 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-9 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay in full Senior Secured Term Loan B-7. In addition, we increased the principal on Senior Secured Term Loan B-8 by $425.0 million and used the increase in proceeds to repay a portion of Senior Secured Term Loan B-5.

In connection with these refinancings, during thethree months ended March 31, 2024, we expensed $3.1 million of the unamortized original issue discount, deferred financing fees, and other related fees to other income and expense in the Consolidated Statements of Operations.

We did not make any debt prepayments during thethree months ended March 31, 2025 and 2024.

As of March 31, 2025, we hadno outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit, and could have borrowed up to the remaining $598.8 million available.

TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus the amount of secured indebtedness and the amount incurred prior to the incremental loan, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.

With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. 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 net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of March 31, 2025, we were in compliance with all debt covenants.

Interest Rate Hedging

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. The swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,095.7 million that amortizes each quarter. 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. 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. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,548.0 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. We have designated these swap agreements as cash flow hedges.

On March 10, 2020, we entered into two interest rate swap agree ments 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. The second swap commenced on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,055.0 million that amortizes each quarter. 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. We have designated these swap agreements as cash flow hedges.

The net change in the fair value of our hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged interest affects earnings. See further discussion in Note 16, “Accumulated Other Comprehensive Loss.”

We expect to realize gains of approximately $64.3 million as a reduction of interest expense from our interest rate hedges over the next twelve months.

Fair Value of Debt

The fair value of our variable-rate term loans, excluding original issue discounts and deferred fees, is $5,137.1 million and $5,165.6 million as of March 31, 2025 and December 31, 2024, respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments.

  1. Revenue

Accounts receivable are shown separately on our balance sheet. Contract assets and liabilities result due to the timing of revenue recognition, billings and cash collections. Contract assets include our right to payment for goods and services already transferred to a customer when the right to payment is conditional on something other than the passage of time, for example, contracts pursuant to which we recognize revenue over time but do not have a contractual right to payment until we complete the contract. Contract assets are included in our other current assets and are not material as of March 31, 2025 and December 31, 2024.

As most of our contracts with customers have a duration of one year or less, our contract liabilities consist of deferred revenue that is primarily short-term in nature. Contract liabilities include current and long-term deferred revenue that is included in other current liabilities and other liabilities. We expect to recognize the December 31, 2024 current deferred revenue balance as revenue during 2025. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less thantwo years.

We have certain contracts that have a duration of more than one year. For these contracts, the transaction price allocable to the future performance obligations is primarily fixed but contains a variable component. As of March 31, 2025, the aggregate amount of transaction price attributable to future performance obligations for long-term non-cancelable contracts, excluding the variable component, is approximately $810 million. We expect to recognize approximately 50% of this amount in the twelve months ending March 31, 2026,30% in the twelve months ending March 31, 2027 and 20% thereafter.

For additional disclosures about the disaggregation of our revenue see Note 14, “Reportable Segments.”

  1. Income Taxes

For the three months ended March 31, 2025, we reported an effective tax rate of 21.2%, which was higher than the 21.0% U.S. federal corporate statutory rate, primarily due to the impact of nondeductible expenses primarily in connection with executive compensation limitations, the foreign rate differential, and state taxes, partially offset by the impact of the benefit to legal and regulatory expenses from the reduction of an accrued liability to zero for the dismissal of a lawsuit previously treated as nondeductible.

For the three months ended March 31, 2024, we reported an effective tax rate of 15.7%, which was lower than the 21.0% U.S. federal corporate statutory rate, primarily due to theimpact of benefits on the remeasurement of deferred taxes due to changes in state apportionment rates, benefits from the foreign rate differential, and the research and development credit, partially offset by the impact of increases for foreign withholding taxes, nondeductible expenses primarily in connection with executive compensation limitations and uncertain tax positions.

The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $45.5 million as of March 31, 2025, and $44.4 million as of December 31, 2024. The amounts that would affect the effective tax rate if recognized were $35.3 million as of March 31, 2025 and $34.4 million as of December 31, 2024. We classify interest and penalties as income tax expense in the Consolidated Statements of Operations and their associated liabilities as other liabilities in the Consolidated Balance Sheets. Interest and penalties on unrecognized tax benefits were $18.8 million as of March 31, 2025 and $17.7 million as of December 31, 2024. We are regularly audited by federal, state and foreign taxing authorities. Given the uncertainties inherent in the audit process, it is reasonably possible that certain audits could result in a significant increase or decrease in the total amounts of unrecognized tax benefits. An estimate of the range of the increase or decrease in unrecognized tax benefits due to audit results cannot be made at this time. Tax years 2007 and forward remain open for examination in some foreign jurisdictions, 2012 and forward for U.S. federal income tax purposes and 2015 and forward in some state jurisdictions.

  1. Fair Value

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of March 31, 2025:

TotalLevel 1 - Prices in Active Markets for Identical AssetsLevel 2 -Significant Other Observable InputLevel 3 -Significant UnobservableInputs
Assets
Interest rate swaps (Notes 5 and 10)$75.8$—$75.8$—
Notes receivable (Note 2 and 5)111.9—91.320.6
Marketable securities (Note 2)2.6—2.6—
Total$190.3$—$169.7$20.6
Liabilities
Interest rate swaps (Note 7 and Note 10)$3.0$—$3.0$—
Total$3.0$—$3.0$—

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2024:

TotalLevel 1 - Prices in Active Markets for Identical AssetsLevel 2 -Significant Other Observable InputLevel 3 -Significant UnobservableInputs
Assets
Interest rate swaps (Notes 5 and 10)$110.0$—$110.0$—
Note receivable (Note 2 and 5)89.7—89.7—
Marketable securities (Note 2)2.5—2.5—
Total$202.2$—$202.2$—

Level 2 instruments include interest rate swaps, a note receivable and available-for-sale marketable securities consisting of foreign exchange-traded corporate bonds.

We determine the fair value of the interest rate swaps each reporting period using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall below the fixed rates of the swaps, with changes in fair value recognized in other comprehensive income. The variable interest rates used in the calculations of projected receipts on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. As discussed in Note 10, “Debt,” there are three tranches of interest rate swaps. Each individual swap contract is valued independently and recorded on a gross basis in other assets and other current liabilities.

We determine the fair value of the note receivable each reporting period using an income approach for fixed income securities where contractual cash flows are discounted to present value at a risk-adjusted rate of return in a lattice model framework using changes to the risk-adjusted rate of return given observed changes to the interest rate environment, market pricing of credit risk, and issuer-specific credit risk, with changes in fair value recognized in earnings each period. In December 2022, we sold the non-core businesses of our Verisk Financial acquisition, with a portion of the consideration received in the form of a $72.0 million note receivable. The note receivable accrues interest semiannually at a per annum rate of 10.6% and is payable at maturity. The note matures on June 30, 2025, subject to an option of the note issuer to extend the maturity date for two successive terms of three months each, at an increased rate of interest at each extension. The note is classified as current as of March 31, 2025 because repayment is required no later than December 31, 2025 when considering the two optional extensions. The note was initially recorded at fair value of $70.3 million.

We determine the fair value of the marketable securities, which are available-for-sale foreign exchange-traded corporate bonds, at their current quoted prices and they mature between 2027 and 2033. Unrealized gains and losses on the foreign exchange-traded corporate bonds, which are not material, are included in other comprehensive income.

Level 3 instruments consists of a convertible note receivable we obtained in the first quarter of 2025 from the variable interest entity we discuss in Note 1, “Significant Accounting Policies,” under the sub-heading “Variable Interest Entities.”

The convertible note receivable is measured at fair value each period using an option pricing model with inputs based on the contractual terms of the convertible note. The significant unobservable inputs into the model include our estimates of the timing and probabilities of repayment or various conversion scenarios that result in a payoff in the form of preferred equity of the note issuer, and the value of the underlying preferred equity, which in part is based on forecasted revenue of the note issuer. We have elected to initially and subsequently measure this hybrid financial instrument at fair value, with changes in fair value recognized in interest income for the interest accretion component, and other income and (expense), net for other changes to fair value. The convertible note has a face amount of $20.0 million, with simple interest at 13% per annum, and matures 36 months after the purchase date. The note may be converted into various equity shares based on certain events, or may be repaid in cash. The note was initially recorded at a fair value of $20.0 million, which was equivalent to the cash transferred to obtain the convertible note.

  1. Reportable Segments

We havetwo operating segments, U.S. Markets and International, and the Corporate unit, which provides support services to each of the segments. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the CODM assesses the Company’s performance. Our CODM uses the profit measure of Adjusted EBITDA for our segments to allocate resources and assess performance of our businesses. We use Adjusted EBITDA as our profit measure because it eliminates the impact of certain items that we do not consider indicative of operating performance, which is useful to compare operating results between periods. The CODM uses Adjusted EBITDA for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

Our Board and executive management team also use Adjusted EBITDA as a compensation measure for both segment and corporate management under our incentive compensation plans. Adjusted EBITDA is also a measure frequently used by securities analysts, investors, and other interested parties in their evaluation of the operating performance of companies similar to ours.

The segment financial information below aligns with how we report information to our CODM to assess operating performance and how we manage the business. The accounting policies of the segments are the same as described in Note 1, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2024.

The following is a more detailed description of our reportable segments and the Corporate unit:

U.S. Markets

The U.S. Markets segment provides consumer reports, actionable insights and analytics to businesses and consumers. Businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft. We report disaggregated revenue of our U.S. Markets segment for Financial Services, Emerging Verticals and Consumer Interactive.

Financial Services: The Financial Services vertical consists of our Consumer Lending, Mortgage, Auto and Card and Banking lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, FinTechs, and other consumer lenders in the United States. We also distribute our solutions through most major resellers, secondary market players and sales agents. Beyond traditional lenders, we work with a variety of credit arrangers, such as auto dealers and peer-to-peer lenders. We provide solutions across every aspect of the lending lifecycle; customer acquisition and engagement, fraud and ID management, retention and recovery. Our products are focused on mitigating risk and include credit reporting, credit marketing, analytics and consulting, identity verification and authentication and debt recovery solutions.

Emerging Verticals: Emerging Verticals include Insurance, Technology, Retail and E-Commerce, Telecommunications, Media, Tenant & Employment Screening, Collections, and Public Sector. Our solutions in these verticals are also data-driven and address the entire customer lifecycle. We offer onboarding and transaction processing products, scoring and analytic products, marketing solutions, fraud and identity management solutions and customer retention solutions, as well as select market-specific solutions in Insurance and Telecommunications.

Consumer Interactive: Consumer Interactive provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services include paid and free credit reports, scores and freezes, credit monitoring, identity protection and resolution, and financial management for consumers. This vertical also provides solutions that help businesses respond to data breach events. Our products are provided through user-friendly online and mobile interfaces and are supported by educational content and customer support. Our Consumer Interactive vertical serves consumers through both direct and indirect channels.

International

The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and solutions services, and other value-added risk management services. In addition, we have insurance, business, and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, insurance, automotive, collections, 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 in our U.S. Markets segment that help consumers proactively manage their personal finances and take precautions against identity theft.

We report disaggregated revenue of our International segment for the following regions: Canada, Latin America, the United Kingdom, Africa, India, and Asia Pacific.

Corporate

Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributableto either of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

Selected segment financial information and disaggregated revenue consisted of the following:

Three Months Ended March 31,
20252024
Gross Revenue:
U.S. Markets:
Financial Services$403.6$351.7
Emerging Verticals314.9297.5
Consumer Interactive138.2139.3
Total U.S. Markets$856.6$788.6
International:
Canada$37.8$37.7
Latin America32.832.9
United Kingdom58.854.2
Africa16.915.1
India68.871.1
Asia Pacific27.025.3
Total International$242.2$236.3
Total revenue, gross$1,098.8$1,024.9
Intersegment revenue eliminations:
U.S. Markets$(1.6)$(2.3)
International(1.5)(1.5)
Total intersegment eliminations$(3.1)$(3.7)
Total revenue as reported$1,095.7$1,021.2

Significant segment expenses consisted of the following:

Three Months Ended March 31,
20252024
U.S. MarketsInternationalU.S. MarketsInternational
Gross Revenue$856.6$242.2$788.6$236.3
Product and fulfillment2182.010.8160.211.8
Labor-related3215.584.0213.083.8
Technology and communication467.011.358.011.0
Other segment items572.026.472.222.9
Segment Adjusted EBITDA$320.1$109.8$285.2$106.8
  1. The significant expense categories and amounts align with costs included in segment Adjusted EBITDA that are regularly provided to the CODM. Intersegment expenses are included within the amounts shown.

  2. Product and fulfillment expenses principally include data acquisition and royalty fees, mailing and postage, and call center support costs.

  3. Labor-related expenses include fully burdened compensation expenses, including incentive compensation, as well as costs incurred to augment our workforce with subcontractors, net of any amounts capitalized for internally developed software.

  4. Technology and communication expenses includes hardware and software maintenance and support, subscriptions to cloud-based software, and telecommunications.

  5. Other segment items includes litigation, facilities costs, marketing and advertising, professional services, travel and entertainment, earnings from equity method investments, and overhead and corporate allocations, among other costs. For the International segment, Other segment items also includes earnings attributable to non-controlling interests.

A reconciliation of Segment Adjusted EBITDA to income before income taxes for the periods presented is as follows:

Three Months Ended March 31,
20252024
U.S. Markets Adjusted EBITDA$320.1$285.2
International Adjusted EBITDA109.8106.8
Total$429.9$392.0
Adjustments to reconcile to income before income taxes:
Corporate expenses1$(32.8)$(33.9)
Net interest expense(47.5)(63.2)
Depreciation and amortization(138.9)(134.0)
Stock-based compensation(30.3)(24.1)
Mergers and acquisitions, divestitures and business optimization2(17.9)(9.2)
Accelerated technology investment3(20.0)(18.5)
Operating model optimization program4(9.8)(24.4)
Net other556.4(6.5)
Net income attributable to non-controlling interests4.74.9
Total adjustments$(236.1)$(309.0)
Income before income taxes$193.8$83.0
  1. Certain costs that are not directly attributable to either of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

  2. Mergers and acquisitions, divestitures and business optimization expenses consist of costs associated with exploratory or executed strategic transactions.

  3. Accelerated technology investment represents expenses incurred in connection with the transformation of our technology infrastructure.

  4. Consists of restructuring expenses as presented on our Consolidated Statements of Operations and other business process optimization expenses.

  5. Net other expenses consist primarily of other non-operating income and expenses, primarily comprised of deferred loan fee expense from debt prepayments and refinancing, currency remeasurement on foreign operations, and other debt financing expenses.

Earnings from equity method investments included in non-operating income and expense was as follows:

Three Months Ended March 31,
20252024
U.S. Markets$0.5$0.1
International3.84.7
Total (Note 6)$4.3$4.7

Total assets by segment consisted of the following:

March 31, 2025December 31, 2024
U.S. Markets$8,125.6$8,089.1
International2,480.42,384.5
Total segment assets10,606.010,473.6
Corporate343.0511.2
Total$10,949.1$10,984.8

Cash paid for capital expenditures by segment was as follows:

Three Months Ended March 31,
20252024
U.S. Markets$44.7$42.9
International23.819.2
Total cash paid for capital expenditures by the segments68.462.2
Corporate—0.3
Total$68.4$62.4

Depreciation and amortization expense by segment was as follows:

Three Months Ended March 31,
20252024
U.S. Markets$101.2$100.8
International36.632.2
Total segment depreciation and amortization expense137.8133.0
Corporate1.11.0
Total$138.9$134.0
  1. Contingencies

Legal and Regulatory Matters

We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance.

In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal investigations and inquiries by regulators, we sometimes receive civil investigative demands, requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.

In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters, we are not able to reasonably estimate our exposure because damages or penalties have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving legal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an adverse outcome in certain of these matters could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters for which losses were considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that a loss will occur, however we cannot estimate a range of the potential losses for these matters.

To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims, threatened or pending, against us in legal and regulatory matters and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. We are not aware of any significant monetary claim that has been asserted against us, except for the active matters with the Consumer Financial Protection Bureau (the “CFPB”) referenced below, that would not have some level of coverage by insurance after the relevant deductible, if any, is met.

As of March 31, 2025 and December 31, 2024, we have accrued $70.6 million and $123.5 million, respectively, for legal and regulatory matters. These amounts were recorded in other accrued liabilities in the Consolidated Balance Sheets and the associated expenses are recorded in selling, general and administrative expenses in the Consolidated Statements of Operations. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.

CFPB Matters

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 a consent order issued by the CFPB in January 2017 (the “2017 Consent Order”), and further alleging additional violations related to Consumer Interactive’s marketing practices. On September 27, 2021, the Enforcement Division advised us that it had obtained authority to pursue an enforcement action. On April 12, 2022, after failed settlement negotiations with the CFPB related to the matter, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of Consumer Interactive, John Danaher, in the United States District Court for the Northern District of Illinois seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the 2017 Consent Order, engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, failed to obtain signed written authorizations from consumers before debiting their bank accounts for the TransUnion Credit Monitoring product and diverted consumers from their free annual file disclosure into paid subscription products. On February 28, 2025, the CFPB, the TU Entities and Mr. Danaher filed with the Court a joint stipulation to voluntarily dismiss the lawsuit with prejudice, and the Court dismissed the lawsuit on March 21, 2025. During the three months ended March 31, 2025, we adjusted the amount previously accrued for this matter to zero, as the dismissal has rendered a loss no longer probable. As of December 31, 2024, we had accrued $56.0 million in connection with this matter.

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. The NORA letter alleged that Trans Union LLC violated the Fair Credit Reporting Act’s requirements to conduct a reasonable reinvestigation of disputed information and follow reasonable procedures to assure maximum possible accuracy of the information in consumer reports, and the Consumer Financial Protection Act’s prohibition of unfair, deceptive, and abusive acts or practices. On July 12, 2024, the CFPB Enforcement Division advised us that it had obtained authority to pursue an enforcement action against us seeking specific injunctive relief provisions and civil money penalties. We had been engaged in active discussions with the CFPB regarding this matter, including that our ability to make proposed changes to certain dispute handling processes is dependent on the participation of other consumer reporting agencies, data furnishers and industry participants. Given recent changes in CFPB leadership, our engagement with the agency on this matter has paused. We cannot provide an estimate of when, or if, such engagement will resume. We further cannot provide assurance that the CFPB will not ultimately commence a lawsuit against us in this matter, nor are we able to predict the likely outcome of this matter, which could have a material adverse effect on our results of operations and financial condition. We are not able to reasonably estimate our potential loss or range of loss related to this matter.

  1. Accumulated Other Comprehensive Loss

The following tables set forth the changes in each component of accumulated other comprehensive loss, net of tax, as of March 31, 2025 and 2024:

Foreign CurrencyTranslation AdjustmentNet Unrealized(Loss)/GainOn HedgesNet UnrealizedGain/(Loss) On Available-for-sale SecuritiesAccumulated OtherComprehensive Loss
Balance, December 31, 2024$(450.2)$82.8$0.2$(367.2)
Other comprehensive income (loss) before reclassifications39.5(10.7)—28.8
Amounts reclassified from other comprehensive (income) loss—(17.1)—(17.1)
Other comprehensive income (loss) for the three months ended March 31, 202539.5(27.8)—11.7
Other comprehensive income (loss) attributable to noncontrolling interests(0.2)——(0.2)
Balance, March 31, 2025$(410.9)$55.0$0.2$(355.7)
Foreign CurrencyTranslation AdjustmentNet Unrealized(Loss)/GainOn HedgesNet UnrealizedGain/(Loss) On Available-for-sale SecuritiesAccumulated OtherComprehensive Loss
Balance, December 31, 2023$(383.4)$122.0$0.2$(260.9)
Other comprehensive income (loss) before reclassifications(10.6)31.6—21.1
Amounts reclassified from other comprehensive (income) loss—(23.3)—(23.3)
Other comprehensive income (loss) for the three months ended March 31, 2024(10.6)8.3—(2.2)
Other comprehensive income (loss) attributable to noncontrolling interests0.3——0.3
Balance, March 31, 2024$(393.6)$130.3$0.2$(262.8)
  1. Subsequent Events

On April 1, 2025, we closed on our previously announced agreement to acquire the remaining 70% of the outstanding equity of Monevo Limited (“Monevo”) from the Quint Group Limited. TransUnion previously owned 30% of the outstanding equity of Monevo after acquiring a minority interest in October 2021, and purchased the remaining interest through the exercise of a call option we obtained when we made our initial investment. The purchase price of approximately $56 million was funded with cash on hand and is subject to certain customary purchase price adjustments. There is no contingent consideration related to this transaction.

Due to the proximity of the closing date of the acquisition to the date of this filing, the initial accounting for the business combination is incomplete. As a result, at this time we are unable to disclose certain information including the provisional fair value estimate, the allocation of the fair value to the identifiable net assets acquired and goodwill, and any resulting gain or loss on our initial 30% equity ownership.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.