10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

- OR -

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number:

001-37470

TransUnion

(Exact name of registrant as specified in its charter)

Delaware	61-1678417
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

555 West Adams,	Chicago,	Illinois	60661
(Address of principal executive offices)			(Zip code)

312-985-2000

(Registrants’ telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TRU	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

☒	Large Accelerated Filer	☐	Accelerated Filer
☐	Non-Accelerated Filer	☐	Smaller Reporting Company
		☐	Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of September 30, 2021, there were 191.6 million shares of TransUnion common stock outstanding.

TRANSUNION

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION	4
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	4
Consolidated Balance Sheets	4
Consolidated Statements of Income	5
Consolidated Statements of Comprehensive Income (Loss)	6
Consolidated Statements of Cash Flows	7
Consolidated Statements of Stockholders’ Equity	8
Notes to Unaudited Consolidated Financial Statements	10
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	42
ITEM 4. CONTROLS AND PROCEDURES	43
PART II. OTHER INFORMATION	44
ITEM 1. LEGAL PROCEEDINGS	44
ITEM 1A. RISK FACTORS	44
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	46
ITEM 6. EXHIBITS	47
SIGNATURES	48

3

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

TRANSUNION AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

(in millions, except per share data)

	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	708.8	$	493.0
Trade accounts receivable, net of allowance of $23.9 and $26.6	513.6		453.7
Other current assets	228.2		159.5
Total current assets	1,450.6		1,106.2
Property, plant and equipment, net of accumulated depreciation and amortization of $622.0 and $548.9	196.4		223.2
Goodwill	3,424.7		3,461.5
Other intangibles, net of accumulated amortization of $1,945.8 and $1,752.2	2,161.2		2,284.6
Other assets	275.5		236.1
Total assets	$	7,508.4	$	7,311.6
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	227.7	$	193.2
Short-term debt and current portion of long-term debt	$	76.5	55.5
Other current liabilities	375.8		415.8
Total current liabilities	680.0		664.5
Long-term debt	3,253.1		3,398.7
Deferred taxes	419.8		396.8
Other liabilities	174.3		215.5
Total liabilities	4,527.2		4,675.5
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2021 and December 31, 2020, 197.2 million and 195.7 million shares issued at September 30, 2021 and December 31, 2020, respectively, and 191.6 million shares and 190.5 million shares outstanding as of September 30, 2021 and December 31, 2020, respectively	2.0		2.0
Additional paid-in capital	2,161.5		2,088.1
Treasury stock at cost; 5.6 million and 5.2 million shares at September 30, 2021 and December 31, 2020, respectively	(250.1)		(215.2)
Retained earnings	1,255.7		937.4
Accumulated other comprehensive loss	(288.3)		(272.1)
Total TransUnion stockholders’ equity	2,880.8		2,540.2
Noncontrolling interests	100.4		95.9
Total stockholders’ equity	2,981.2		2,636.1
Total liabilities and stockholders’ equity	$	7,508.4	$	7,311.6

See accompanying notes to unaudited consolidated financial statements.

4

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

(in millions, except per share data)

	Three Months Ended   September 30,				Nine Months Ended   September 30,
	2021		2020		2021		2020
Revenue	$	791.6	$	695.9	$	2,311.1	$	2,017.9
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	259.1		222.4		752.6		666.1
Selling, general and administrative	247.3		219.0		682.4		655.4
Depreciation and amortization	95.9		92.2		288.6		273.4
Total operating expenses	602.3		533.6		1,723.6		1,594.9
Operating income	189.4		162.3		587.5		423.0
Non-operating income and (expense)
Interest expense	(25.7)		(27.6)		(77.1)		(98.7)
Interest income	1.0		1.2		2.5		4.2
Earnings from equity method investments	2.9		2.1		8.6		6.7
Other income and (expense), net	(10.3)		0.8		(10.8)		(6.9)
Total non-operating income and (expense)	(32.2)		(23.6)		(76.8)		(94.7)
Income before income taxes	157.2		138.7		510.7		328.3
Provision for income taxes	(39.0)		(32.1)		(129.1)		(77.3)
Net income	118.2		106.7		381.7		251.0
Less: net (income) loss attributable to the noncontrolling interests	(4.0)		(3.9)		(12.0)		(9.5)
Net income attributable to TransUnion	$	114.2	$	102.8	$	369.7	$	241.5
Weighted-average shares outstanding:
Basic	191.6		190.2		191.3		189.8
Diluted	193.1		192.3		192.9		192.1
Earnings Per Share:
Basic	$	0.60	$	0.54	$	1.93	$	1.27
Diluted	$	0.59	$	0.53	$	1.92	$	1.26

See accompanying notes to unaudited consolidated financial statements.

5

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in millions)

	Three Months Ended   September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	118.2	$	106.7	$	381.7	$	251.0
Other comprehensive income (loss):
Foreign currency translation:
Foreign currency translation adjustment	(54.0)		54.5		(49.7)		(124.6)
Benefit (expense) for income taxes	0.1		—		0.1		1.9
Foreign currency translation, net	(53.9)		54.5		(49.6)		(122.7)
Hedge instruments:
Net change on interest rate cap	—		—		—		4.1
Net change on interest rate swap	9.3		6.4		42.5		(53.3)
Benefit (expense) for income taxes	(2.3)		(1.4)		(10.6)		12.4
Hedge instruments, net	7.0		5.0		31.9		(36.8)
Available-for-sale securities:
Net unrealized (loss) gain	(0.1)		—		—		—
Provision for income taxes	—		—		—		—
Available-for-sale securities, net	(0.1)		—		—		—
Total other comprehensive income (loss), net of tax	(47.0)		59.5		(17.7)		(159.5)
Comprehensive income	71.2		166.2		364.0		91.5
Less: comprehensive income attributable to noncontrolling interests	(3.4)		(4.5)		(10.5)		(8.2)
Comprehensive income (loss) attributable to TransUnion	$	67.8	$	161.7	$	353.5	$	83.3

See accompanying notes to unaudited consolidated financial statements.

6

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(in millions)

	Nine Months Ended September 30,
	2021		2020
Cash flows from operating activities:
Net income	$	381.7	$	251.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	288.6		273.4
Net (gain) loss on investments in affiliated companies and other investments	(12.3)		0.5
Deferred taxes	13.2		(25.2)
Stock-based compensation	51.6		29.6
Provision for losses on trade accounts receivable	0.7		11.4
Other	1.0		6.1
Changes in assets and liabilities:
Trade accounts receivable	(63.2)		(43.4)
Other current and long-term assets	(40.5)		(9.6)
Trade accounts payable	35.6		7.3
Other current and long-term liabilities	3.8		57.1
Cash provided by operating activities	660.2		558.2
Cash flows from investing activities:
Capital expenditures	(158.1)		(131.7)
Proceeds from sale/maturities of other investments	27.8		52.3
Purchases of other investments	(53.7)		(65.0)
Investments in nonconsolidated affiliates and purchases of convertible notes	(41.6)		(12.3)
Proceeds from disposals of investments and assets held for sale	18.7		1.6
Other	(1.1)		1.6
Cash used in investing activities	(208.0)		(153.5)
Cash flows from financing activities:
Repayments of debt	(127.5)		(45.0)
Proceeds from issuance of common stock and exercise of stock options	21.2		21.7
Dividends to shareholders	(51.5)		(43.3)
Employee taxes paid on restricted stock units recorded as treasury stock	(34.8)		(35.5)
Payment of contingent consideration	(32.4)		(6.4)
Distributions to noncontrolling interests	(6.5)		(1.4)
Cash used in financing activities	(231.5)		(109.9)
Effect of exchange rate changes on cash and cash equivalents	(4.9)		(14.9)
Net change in cash and cash equivalents	215.8		279.9
Cash and cash equivalents, beginning of period	493.0		274.1
Cash and cash equivalents, end of period	$	708.8	$	554.0

See accompanying notes to unaudited consolidated financial statements.

7

TRANSUNION AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity (Unaudited)

(in millions)

	Common Stock			Paid-In Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares	Amount
Balance, December 31, 2019	188.7	$	1.9	$	2,022.3	$	(179.2)	$	652.0	$	(251.6)	$	94.0	$	2,339.4
Net income	—	—		—		—		70.2		—		4.1		74.3
Other comprehensive loss	—	—		—		—		—		(216.6)		(1.7)		(218.3)
Stock-based compensation	—	—		4.1		—		—		—		—		4.1
Employee share purchase plan	0.1	—		8.9		—		—		—		—		8.9
Exercise of stock options	0.4	—		2.8		—		—		—		—		2.8
Vesting of restricted stock units	0.9	—		—		—		—		—		—		—
Treasury stock purchased	(0.3)	—		—		(32.6)		—		—		—		(32.6)
Dividends to shareholders	—	—		—		—		(14.4)		—		—		(14.4)
Other	—	—		—		—		(0.1)		—		0.1		—
Balance, March 31, 2020	189.8	$	1.9	$	2,038.1	$	(211.8)	$	707.7	$	(468.2)	$	96.5	$	2,164.2
Net income	—	—		—		—		68.5		—		1.5		70.0
Other comprehensive loss	—	—		—		—		—		(0.4)		(0.2)		(0.6)
Stock-based compensation	—	—		15.9		—		—		—		—		15.9
Exercise of stock options	0.3	0.1		2.5		—		—		—		—		2.6
Treasury stock purchased	—	—		—		(0.4)		—		—		—		(0.4)
Dividends to shareholders	—	—		—		—		(14.5)		—		—		(14.5)
Other	—	—		(0.1)		—		—		—		(0.5)		(0.6)
Balance, June 30, 2020	190.1	$	2.0	$	2,056.4	$	(212.2)	$	761.7	$	(468.6)	$	97.3	$	2,236.6
Net income	—	—		—		—		102.8		—		3.9		106.7
Other comprehensive income	—	—		—		—		—		58.9		0.6		59.5
Distributions to noncontrolling interests	—	—		—		—		—		—		(1.4)		(1.4)
Stock-based compensation	—	—		7.2		—		—		—		—		7.2
Employee share purchase plan	0.1	—		10.2		—		—		—		—		10.2
Vesting of restricted stock units	0.1	—		—		—		—		—		—		—
Exercise of stock options	—	—		0.2		—		—		—		—		0.2
Treasury stock purchased	—	—		—		(2.5)		—		—		—		(2.5)
Dividends to shareholders	—	—		—		—		(14.3)		—		—		(14.3)
Other	—	—		—		—		0.1		—		(0.1)		—
Balance, September 30, 2020	190.3	$	2.0	$	2,074.0	$	(214.7)	$	850.3	$	(409.7)	$	100.3	$	2,402.2

8

	Common Stock			Paid-In Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares	Amount
Balance, December 31, 2020	190.5	$	2.0	$	2,088.1	$	(215.2)	$	937.4	$	(272.1)	$	95.9	$	2,636.1
Net income	—	—		—		—		127.9		—		2.7		130.6
Other comprehensive income	—	—		—		—		—		11.7		(1.0)		10.7
Stock-based compensation	—	—		17.0		—		—		—		—		17.0
Employee share purchase plan	0.1	—		10.7		—		—		—		—		10.7
Exercise of stock options	0.1	—		1.0		—		—		—		—		1.0
Vesting of restricted stock units	0.9	—		—		—		—		—		—		—
Treasury stock purchased	(0.3)	—		—		(28.5)		—		—		—		(28.5)
Dividends to shareholders	—	—		—		—		(14.5)		—		—		(14.5)
Balance, March 31, 2021	191.3	$	2.0	$	2,116.8	$	(243.8)	$	1,050.8	$	(260.3)	$	97.6	$	2,763.1
Net income	—	—		—		—		127.6		—		5.2		132.9
Other comprehensive income	—	—		—		—		—		18.5		0.1		18.6
Distributions to noncontrolling interests	—	—		—		—		—		—		(0.6)		(0.6)
Stock-based compensation	—	—		15.9		—		—		—		—		15.9
Exercise of stock options	0.2	—		1.0		—		—		—		—		1.0
Vesting of restricted stock units	0.1	—		—		—		—		—		—		—
Treasury stock purchased	(0.1)	—		—		(5.4)		—		—		—		(5.4)
Dividends to shareholders	—	—		—		—		(18.4)		—		—		(18.4)
Other	—	—		—		—		—		—		0.5		0.5
Balance, June 30, 2021	191.5	$	2.0	$	2,133.7	$	(249.2)	$	1,160.1	$	(241.9)	$	102.9	$	2,907.6
Net income (loss)	—	—		—		—		114.2		—		4.0		118.2
Other comprehensive income	—	—		—		—		—		(46.4)		(0.6)		(47.0)
Distributions to noncontrolling interests	—	—		—		—		—		—		(5.9)		(5.9)
Stock-based compensation	—	—		16.1		—		—		—		—		16.1
Employee share purchase plan	0.1	—		11.4		—		—		—		—		11.4
Exercise of stock options	—	—		0.2		—		—		—		—		0.2
Vesting of restricted stock units	—	—		—		—		—		—		—		—
Treasury stock purchased	—	—		—		(0.9)		—		—		—		(0.9)
Dividends to shareholders	—	—		—		—		(18.6)		—		—		(18.6)
Balance, September 30, 2021	191.6	$	2.0	$	2,161.5	$	(250.1)	$	1,255.7	$	(288.3)	$	100.4	$	2,981.2

See accompanying notes to unaudited consolidated financial statements.

9

TRANSUNION AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

1. Significant Accounting and Reporting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on February 16, 2021.

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. 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.

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.

Impact of COVID-19 On Our Financial Statements

Beginning in the middle of March 2020, the economic effect of the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. While we continue to see improvements in demand for our services to varying degrees in the markets where we operate since the low point in April 2020, including encouraging results in the first three quarters of 2021, given the continuously evolving and unpredictable nature of the pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business, including our results of operations and financial condition, in the future.

Recently Announced Transactions

On September 13, 2021, we announced our agreement to acquire Neustar, Inc. for $3.1 billion in cash, subject to customary purchase price adjustments. We intend to finance the acquisition through a combination of debt financing and cash on hand, and have entered into a debt commitment letter which provides for a senior secured term loan facility in an aggregate principal amount of up to $3.1 billion. We expect the acquisition to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals.

On October 26, 2021, we announced our agreement to acquire Sontiq, Inc. for $638 million in cash, subject to customary purchase price adjustments. We intend to finance the acquisition through a combination of debt financing and cash on hand, and have entered into a debt commitment letter which provides for a new secured term loan facility in an aggregate principal

10

amount of up to $640 million. We expect the acquisition to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals.

In connection with executing on our strategic initiatives and positioning TransUnion for attractive long-term growth, in October 2021, we signed an agreement to sell our Healthcare business for $1.735 billion in cash subject to customary purchase price adjustments. We are targeting a closing of this transaction in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals. We expect to realize a material gain on sale of the Healthcare business and intend to use the net proceeds from this sale to prepay debt and for other general corporate purposes as permitted under the Senior secured credit facilities. We report the financial results of the Healthcare business within our U.S. Markets Reportable segment. We expect to report the Healthcare business as a discontinued operation beginning in the fourth quarter of 2021.

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 rollforward of the allowance for doubtful accounts for the periods presented:

	Nine Months Ended September 30,
	2021		2020
Beginning Balance	$	26.6	$	19.0
Provision for losses on trade accounts receivable	0.7		11.4
Write-offs, net of recovered accounts	(3.4)		(5.1)
Ending balance	$	23.9	$	25.3

Long-Lived Assets and Goodwill

We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or on an interim basis if there is an indicator of impairment. As additional information becomes available to us, our future assessment of impairments to long-lived assets and goodwill could materially and adversely impact our consolidated financial statements in future reporting periods.

The decrease in other intangibles, net of accumulated amortization, as of September 30, 2021, compared with December 31, 2020, is due primarily to 2021 amortization expense and a decrease due to the cumulative translation adjustment of our foreign entities long-lived assets resulting from changes to foreign exchange rates between periods, partially offset by an increase from expenditure for the development of internal use software. The decrease in goodwill as of September 30, 2021, compared with December 31, 2020, is due primarily to a cumulative translation adjustment of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to these translation adjustments are included in accumulated other comprehensive loss on our balance sheet.

Recently Adopted Accounting Pronouncements

On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This amendment removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and an exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance did not have a material impact on our consolidated financial statements.

On January 16, 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before

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applying or upon discontinuing the equity method. This amendment also clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance had no impact our consolidated financial statements as we had not such transactions at the time of adoption.

2. Fair Value

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2021:

(in millions)	Total		Level 1		Level 2		Level 3
Assets
Available-for-sale debt securities (Note 3)	$	3.1	$	—	$	3.1	$	—
Interest rate swaps (Notes 4 and 8)	0.2		—		0.2		—
Total	$	3.3	$	—	$	3.3	$	—
Liabilities
Interest rate swaps (Notes 7 and 8)	$	47.4	$	—	$	47.4	$	—
Total	$	47.4	$	—	$	47.4	$	—

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2020:

(in millions)	Total		Level 1		Level 2		Level 3
Assets
Available-for-sale debt securities (Note 3)	$	3.2	$	—	$	3.2	$	—
Total	$	3.2	$	—	$	3.2	$	—
Liabilities
Interest rate swaps (Notes 7 and 8)	$	89.7	$	—	$	89.7	$	—
Contingent consideration (Note 6 and 7)	41.4		—		—		41.4
Total	$	131.1	$	—	$	89.7	$	41.4

Level 2 instruments consist of foreign exchange-traded corporate bonds and interest rate swaps. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate swaps fair values are determined 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. 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 8, “Debt,” there are two tranches of interest rate swaps that we entered into in 2020. As of September 30, 2021, one of those tranches is in an asset position, and the other is in a liability position.

Level 3 instruments were contingent consideration obligations related to companies we acquired. These obligations were contingent upon meeting certain revenue performance metrics through March 31, 2021. The fair values of these obligations were determined based on an income approach, using our expectations of the future expected revenue of the acquired entities. During the nine months ended September 30, 2021 we paid $41.2 million of this contingent consideration, and recorded other offsetting adjustments to our estimates of the acquisition date fair values of these obligations recorded to goodwill, and changes to the fair value of these obligations subsequent to the dates of acquisition recorded to selling, general and administrative expenses in our consolidated statements of income. As of September 30, 2021, the balance of these contingent obligations is zero.

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3. Other Current Assets

Other current assets consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Prepaid expenses	$	108.5	$	84.7
Marketable securities (Note 2)	3.1		3.2
Contract assets (Note 10)	0.7		1.8
Other	115.9		69.8
Total other current assets	$	228.2	$	159.5

Other includes other investments in non-negotiable certificates of deposit that are recorded at their carrying value which approximates fair value.

4. Other Assets

Other assets consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Investments in affiliated companies (Note 5)	$	174.4	$	138.8
Right-of-use lease assets	63.8		65.6
Interest rate swaps (Notes 2 and 8)	0.2		—
Other	37.1		31.7
Total other assets	$	275.5	$	236.1

5. Investments in Affiliated Companies

Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to our businesses.

We use the equity method to account for investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest.

We account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our “Cost Method Investments”, 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. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense.

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Investments in affiliated companies consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Equity Method investments	$	45.4	$	46.1
Cost Method Investments	129.0		92.7
Total investments in affiliated companies (Note 4)	$	174.4	$	138.8

These balances are included in other assets in the consolidated balance sheets. The increase in Cost Method Investments is due primarily to investments we made during 2021 recorded in all three of our Operating Segments, offset by decreases from the disposal of two of our Cost Method Investments.

Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following:

	Three Months Ended   September 30,				Nine Months Ended   September 30,
(in millions)	2021		2020		2021		2020
Earnings from equity method investments (Note 13)	$	2.9	$	2.1	$	8.6	$	6.7
Dividends received from equity method investments	$	—	$	1.3	$	8.0	$	7.6

6. Other Current Liabilities

Other current liabilities consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Accrued payroll and employee benefits	$	182.2	$	149.3
Deferred revenue (Note 10)	72.0		85.5
Accrued legal and regulatory (Note 14)	64.5		76.0
Operating lease liabilities	16.0		17.9
Contingent consideration (Note 2)	—		37.8
Other	41.1		49.3
Total other current liabilities	$	375.8	$	415.8

The increase in accrued payroll and employee benefits was due primarily to an increase in accrued incentive compensation resulting from our improved operating results. The decrease in accrued legal and regulatory was due primarily to a reduction of our estimated liability for the Ramirez Litigation as discussed below, partially offset by an increase for certain other legal and regulatory matters. Contingent consideration that was accrued as of December 31, 2020 was paid out in the second quarter of 2021.

7. Other Liabilities

Other liabilities consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Operating lease liabilities	$	55.5	$	54.0
Interest rate swaps (Notes 2 and 8)	47.4		89.7
Unrecognized tax benefits, net of indirect tax effects (Note 12)	36.5		34.4
Deferred revenue (Note 10)	2.2		3.0
Other	32.7		34.4
Total other liabilities	$	174.3	$	215.5

The decrease in the interest rate swaps liability was due primarily to changes in the forward LIBOR curve during the period.

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8. Debt

Debt outstanding consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.83% at September 30, 2021, and 1.90% at December 31, 2020), net of original issue discount and deferred financing fees of $3.3 million and $8.1 million, respectively, at September 30, 2021, and original issue discount and deferred financing fees of $3.9 million and $9.5 million, respectively, at December 31, 2020	$	2,233.1	$	2,335.6
Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.33% at September 30, 2021, and 1.40% at December 31, 2020), net of original issue discount and deferred financing fees of $2.1 million and $1.3 million, respectively, at September 30, 2021, and original issue discount and deferred financing fees of $2.6 million and $1.6 million, respectively, at December 31, 2020	1,096.3		1,117.0
Senior Secured Revolving Credit Facility	—		—
Other notes payable	—		1.4
Finance leases	0.2		0.2
Total debt	3,329.6		3,454.2
Less short-term debt and current portion of long-term debt	(76.5)		(55.5)
Total long-term debt	$	3,253.1	$	3,398.7

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-5, Senior Secured Term Loan A-3 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility.

For the nine months ended September 30, 2021, we prepaid $85.0 million of our Senior Secured Term Loans, funded from our cash on hand. As a result of this prepayment, we expensed $0.5 million of our unamortized original issue discount and deferred financing fees to other income and expense in the consolidated statement of income.

As of September 30, 2021, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available.

TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the greater of $1,000.0 million and 100% of Consolidated EBITDA for the four quarters preceding such request date, 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 $75 million or 7.5% 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 September 30, 2021, we were in compliance with all debt covenants.

Interest Rate Hedging

On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first tranche commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,125.0 million that amortizes each quarter. The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in

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exchange for receiving a variable rate that matches the variable rate on our loans. The second tranche commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,110.0 million that amortizes each quarter after it commences. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.

On December 17, 2018, we entered into interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt, which is currently fixed at 2.702% and 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,395.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022.

On December 18, 2015, we entered into interest rate cap agreements with various counter parties that effectively capped our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt at 0.75% beginning June 30, 2016. These cap agreements expired on June 30, 2020, and were previously designated as cash flow hedges.

The 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 debt affects earnings.

The net change in the fair value of the swaps resulted in an unrealized gain of $9.3 million ($7.0 million, net of tax) and $42.5 million ($31.9 million, net of tax) for the three and nine months ended September 30, 2021, respectively, recorded in other comprehensive income. The net change in the fair value of the swaps resulted in an unrealized gain of $6.4 million ($5.0 million, net of tax) and loss of $53.3 million ($39.9 million, net of tax) for the three and nine months ended September 30, 2020, respectively, recorded in other comprehensive income. Interest expense on the swaps in the three and nine months ended September 30, 2021 was $10.6 million ($8.0 million, net of tax) and $31.2 million ($23.5 million, net of tax), respectively. Interest expense on the swaps in the three and nine months ended September 30, 2020 was expense of $10.3 million ($8.0 million, net of tax) and $21.9 million ($16.5 million, net of tax), respectively. We currently expect to recognize a loss of approximately $41.5 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months.

The net change in the fair value of the caps resulted in a recognition into interest expense previously unrealized loss of $4.1 million ($3.1 million, net of tax) for the nine months ended September 30, 2020, recorded in other comprehensive income. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the nine months ended September 30, 2020, was expense of $6.7 million ($5.1 million, net of tax).

Fair Value of Debt

As of September 30, 2021 and December 31, 2020 the fair value of our variable-rate Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,233.1 million and $2,351.9 million, respectively. As of September 30, 2021 and December 31, 2020, the fair value of our Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees, was approximately $1,096.9 million and $1,112.8 million, 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.

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9. Stockholders’ Equity

Common Stock Dividends

During the second quarter of 2021, we increased our quarterly dividend from $0.075 per share to $0.095 per share. Our board of directors declared a dividend of $0.075 on February 24, 2021 to holders of record on March 11, 2021. Additionally, our board of directors declared a dividend of $0.095 per share on May 11, 2021 and August 10, 2021 to holders of record on May 26, 2021 and August 25, 2021, respectively. We paid dividends of $14.3 million, $18.2 million and $18.2 million on March 26, 2021, June 10, 2021 and September 9, 2021, respectively. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board.

Treasury Stock

On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.

We have no obligation to repurchase additional shares. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.

During the first quarter of 2021 and 2020, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. During the first quarter of 2021 and 2020, the employees used 0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 0.6 million of the shares and gave TransUnion the remaining 0.3 million shares that we have recorded as treasury stock. During the first quarter of 2021 and 2020, we remitted cash equivalent $27.7 million and $32.1 million, respectively, of the vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised throughout the year, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies.

Preferred Stock

As of September 30, 2021 and December 31, 2020, we had 100.0 million shares of preferred stock authorized, and no preferred stock issued or outstanding.

10. Revenue

All of our revenue is derived from contracts with customers and is reported as revenue in the consolidated statements of income generally as, or at the point in time, the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with two general groups of performance obligations: those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.

Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to

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for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to, and adjust any estimates as facts and circumstances evolve.

Certain of our Performance Obligations are related to contingent fee based contracts that require us to provide services before we have an enforceable right to payment. For these performance obligations, we recognize revenue at the point in time the contingency is met and we have an enforceable contract and right to payment.

For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts with expected durations of one year or less.

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. For these contracts, we expect to recognize revenue of approximately $120 million over the next two years and $150 million thereafter.

Certain of our Other Performance Obligations, including certain batch data sets and certain professional and other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery, once we have satisfied that obligation. For certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time, based on an estimate of progress towards completion of that obligation. These contracts are not material.

In certain circumstances we apply the revenue recognition guidance to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.

Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.

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 September 30, 2021.

As our contracts with customers generally 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, 2020, current deferred revenue balance as revenue during 2021. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years.

For additional disclosures about the disaggregation of our revenue see Note 13, “Reportable Segments.”

11. Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans.

As of September 30, 2021 and September 30, 2020, there were 0.1 million and 1.3 million contingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, respectively, because the contingencies had not been met.

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Basic and diluted weighted average shares outstanding and earnings per share were as follows:

	Three Months Ended   September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2021		2020		2021		2020
Net income	$	118.2	$	106.7	$	381.7	$	251.0
Less: net (income) loss attributable to the noncontrolling interests	(4.0)		(3.9)		(12.0)		(9.5)
Net income (loss) attributable to TransUnion	$	114.2	$	102.8	$	369.7	$	241.5
Weighted-average shares outstanding:
Basic	191.6		190.2		191.3		189.8
Dilutive impact of stock based awards	1.5		2.1		1.6		2.3
Diluted	193.1		192.3		192.9		192.1
Earnings Per Share:
Basic	$	0.60	$	0.54	$	1.93	$	1.27
Diluted	$	0.59	$	0.53	$	1.92	$	1.26
Anti-dilutive weighted stock-based awards outstanding	—		0.1		—		0.3

12. Income Taxes

For the three months ended September 30, 2021, we reported an effective tax rate of 24.8%, which was higher than the 21.0% U.S. federal statutory rate due primarily to various foreign, federal and state taxes, partially offset by excess tax benefits on stock-based compensation.

For the nine months ended September 30, 2021, we reported an effective tax rate of 25.3%, which was higher than the 21.0% U.S. federal statutory rate due primarily to recording tax expense of $20.5 million related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter 2021, partially offset by $11.2 million of discrete tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019 tax years, and $9.1 million of excess tax benefits on stock-based compensation. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available.

For the three months ended September 30, 2020, we reported an effective tax rate of 23.1%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences and accrued withholding taxes on unrepatriated foreign earnings, partially offset by excess tax benefits on stock-based compensation.

For the nine months ended September 30, 2020, we reported an effective tax rate of 23.5%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences, accrued withholding taxes on unrepatriated foreign earnings and changes in valuation allowances for foreign tax credits, partially offset by $22.4 million of excess tax benefits on stock-based compensation.

The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $40.5 million as of September 30, 2021, and $36.9 million as of December 31, 2020. The amounts that would affect the effective tax rate if recognized are $20.6 million and $18.5 million, respectively. We classify interest and penalties as income tax expense in the consolidated statements of income and their associated liabilities as other liabilities in the consolidated balance sheets. Interest and penalties on unrecognized tax benefits were $6.1 million as of September 30, 2021, $4.8 million as of December 31, 2020. 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 2009 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.

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13. Reportable Segments

We have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our chief operating decision maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, 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. Our board of directors 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.

We define Adjusted EBITDA as net income (loss) attributable to each segment plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income).

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 and Reporting Policies” and Note 10, “Revenue.”

The following is a more detailed description of our reportable segments and the Corporate unit, which provides support services to each segment:

U.S. Markets

The U.S. Markets segment provides consumer reports, actionable insights and analytics such as credit and other scores, and solutions capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals:

•Financial Services: The Financial Services vertical consists of our consumer lending, mortgage, auto, and cards and payments lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), 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 Healthcare, Insurance, Tenant and Employment, Services and Collections, Public Sector, Media, Diversified Markets and other verticals. 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.

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 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.

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Consumer Interactive

The Consumer Interactive segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial management for consumers. The segment 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 segment serves consumers through both direct and indirect channels.

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 attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Gross Revenue:
U.S. Markets:
Financial Services	$	277.6	$	249.1	$	811.4	$	701.7
Emerging Verticals	220.7		189.4		639.8		564.1
Total U.S. Markets	$	498.4	$	438.5	$	1,451.2	$	1,265.8
International:
Canada	$	30.6	$	27.9	$	95.0	$	78.5
Latin America	26.7		21.7		76.8		63.2
United Kingdom	54.6		44.2		158.3		132.1
Africa	15.1		12.3		44.0		35.6
India	34.5		23.9		96.4		72.4
Asia Pacific	16.5		14.9		46.2		40.5
Total International	$	178.0	$	144.8	$	516.7	$	422.2
Total Consumer Interactive	$	135.0	$	131.6	$	401.9	$	386.7
Total revenue, gross	$	811.4	$	714.9	$	2,369.8	$	2,074.8
Intersegment revenue eliminations:
U.S. Markets	$	(17.7)	$	(17.2)	$	(52.7)	$	(51.7)
International	(1.5)		(1.4)		(4.4)		(3.9)
Consumer Interactive	(0.5)		(0.5)		(1.6)		(1.3)
Total intersegment eliminations	$	(19.7)	$	(19.0)	$	(58.7)	$	(56.8)
Total revenue as reported	$	791.6	$	695.9	$	2,311.1	$	2,017.9

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
U.S. Markets Adjusted EBITDA	$	210.3	$	177.3	$	618.6	$	520.0
International Adjusted EBITDA	77.7		56.7		221.3		154.4
Consumer Interactive Adjusted EBITDA	69.4		67.1		192.8		186.2
Total	357.5		301.1		1,032.7		860.6
Adjustments to reconcile to income before income taxes:
Corporate expenses(1)	$	(30.5)	$	(31.2)	$	(86.7)	$	(84.7)
Net interest expense	(24.7)		(26.5)		(74.6)		(94.6)
Depreciation and amortization	(95.9)		(92.2)		(288.6)		(273.4)
Stock-based compensation(2)	(17.4)		(7.8)		(51.9)		(29.5)
Mergers and acquisitions, divestitures and business optimization(3)	(10.3)		(1.5)		(23.4)		(12.9)
Accelerated technology investment(4)	(12.6)		(4.5)		(29.7)		(10.3)
Net other(5)	(12.8)		(2.6)		21.0		(36.4)
Net loss (income) attributable to non-controlling interests	4.0		3.9		12.0		9.5
Total adjustments	(200.3)		(162.4)		(521.9)		(532.3)
Income before income taxes	$	157.2	$	138.7	$	510.7	$	328.3

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

(1)Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

(2)Consisted of stock-based compensation and cash-settled stock-based compensation.

(3)For the three months ended September 30, 2021, consisted of the following adjustments: $22.7 million of acquisition expenses; $0.5 million of adjustments to contingent consideration expense from previous acquisitions; and a ($12.9) million gain on the sale of a Cost Method investment.

For the nine months ended September 30, 2021, consisted of the following adjustments: $27.4 million of acquisition expenses; $8.3 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and ($13.4) million gain on the sale of Cost Method investments.

For the three months ended September 30, 2020, consisted of the following adjustments: $1.5 million of acquisition expenses.

For the nine months ended September 30, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; a $4.8 million loss on the impairment of a Cost Method investment; $4.8 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a $(2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.

(4)Represents expenses associated with our accelerated technology investment to migrate to the cloud.

(5)For the three months ended September 30, 2021, net other consisted of the following adjustments: $12.0 million for certain legal and regulatory expenses; and a $0.8 million net loss from currency remeasurement of our foreign operations, loan fees and other.

For the nine months ended September 30, 2021, consisted of the following adjustments: a $(20.4) million net reduction in certain legal and regulatory expenses; a $(3.4) million recovery from the Fraud Incident, net of additional administrative expense; and $2.8 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

For the three months ended September 30, 2020, consisted of the following adjustments: $4.2 million for certain legal expenses; and $(1.6) million of net other consisting of loan fees, net gains from currency remeasurement of our foreign operations and other.

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For the nine months ended September 30, 2020, consisted of the following adjustments: $34.7 million for certain legal expenses; a $1.6 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
U.S. Markets	$	0.6	$	0.8	$	1.9	$	2.0
International	2.2		1.4		6.7		4.7
Total	$	2.9	$	2.1	$	8.6	$	6.7

14. 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 inquiries by these regulators, we routinely receive requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.

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 described below, we are not able to reasonably estimate our exposure because damages 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 are 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 the course of litigation 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 in the course of pending litigation that would not have some level of coverage by insurance after the relevant deductible, if any, is met.

As of September 30, 2021 and December 31, 2020, we have accrued liabilities of $64.5 million and $76.0 million, respectively, for anticipated claims. These amounts are included in other accrued liabilities in the consolidated balance sheets. Litigation expense is included in selling, general and administrative expenses in the consolidated statements of income. Legal fees incurred in connection with ongoing litigation and enforcement matters are considered period costs and are expensed as incurred.

The following discussion describes material developments in previously disclosed material legal and regulatory matters that occurred in the nine months ended September 30, 2021. Refer to Part II, Item 8, Footnote 20, “Contingencies” of our Annual

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Report on Form 10-K for the year ended December 31, 2020, for a full description of our material pending legal and regulatory matters at that time.

Ramirez v. Trans Union LLC

As a result of a decision by the United States Third Circuit Court of Appeals (Cortez v. Trans Union LLC) in 2010, we modified one of our add-on services we offer to our business customers that was designed to alert our customer that the consumer, who was seeking to establish a business relationship with the customer, may potentially be on the Office of Foreign Assets Control, Specifically Designated National and Blocked Persons alert list (the “OFAC Alert”).

In Ramirez v. Trans Union LLC (“Ramirez” or the “Ramirez Litigation”) filed in 2012, the plaintiff alleged that the OFAC Alert service did not comply with the Cortez ruling and that we willfully violated the Fair Credit Reporting Act (“FCRA”) by continuing to offer the OFAC Alert service. The plaintiff also alleged that there are one or more classes of individuals who should be entitled to statutory damages based on the allegedly willful violations. In July 2014, the trial Court in Ramirez certified a class of 8,185 individuals solely for purposes of statutory damages if TransUnion was ultimately found to have willfully violated the FCRA.

On June 21, 2017, the jury in Ramirez returned a verdict in favor of a class of 8,185 individuals and awarded punitive and statutory damages totaling approximately $60 million. In November 2017, the trial court denied our post-trial motions for judgment as a matter of law, a new trial and a reduction on the jury verdict. We appealed the Ramirez ruling to the United States Court of Appeals for the Ninth Circuit and on February 27, 2020, the Ninth Circuit affirmed in part and reversed and vacated in part the trial court’s judgment, holding that the punitive damages award was excessive in violation of constitutional due process. On April 8, 2020, the Ninth Circuit denied our petition for rehearing en banc, and on September 2, 2020, we filed a Petition for Certiorari with the United States Supreme Court. On December 16, 2020, the United States Supreme Court granted the Petition for Certiorari with respect to whether Article III of the United States Constitution or Rule 23 of the Federal Rules of Civil Procedure permit a damages class action where the vast majority of the class suffered no actual injury, let alone an injury anything like what the class representative suffered.

On June 25, 2021, the United States Supreme Court’s decision reversed the Ninth Circuit opinion, and remanded the matter back to the lower courts for further proceedings consistent with its opinion. The United States Supreme Court’s opinion held that only plaintiffs who have suffered a concrete harm by a defendant’s statutory violation have Article III standing to seek damages against defendants in Federal court. Based on the ruling, only approximately 23% of the class was determined to have suffered concrete harm. Accordingly, in the second quarter of 2021 we revised the amount of the probable loss that we previously estimated, resulting in a reduction of our estimated liability and partially offsetting insurance receivable, with a $32.4 million net reduction recorded in selling, general and administrative expense as reflected in our results of operations for the nine months ended September 30, 2021. We also recorded a related income tax expense of $8.1 million in our provision for income taxes for the nine months ended September 30, 2021.

CFPB Matter

In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the Consumer Financial Protection Bureau (“CFPB”), informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleges that we failed to comply with and timely implement a Consent Order issued by the CFPB in January 2017, and further alleges 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. We are currently engaged in active settlement discussions with the CFPB regarding this matter. If our ongoing discussions do not result in a negotiated resolution, we expect that the CFPB will pursue litigation against the Company and these executive officers, seeking restitution, civil money penalties, and injunctive relief. We continue to believe that our marketing practices are lawful and appropriate, and would vigorously defend against allegations to the contrary in such proceedings. We cannot provide assurance that the CFPB will not ultimately commence litigation against us in this matter, nor are we able to predict the likely outcome of this matter. As of September 30, 2021, we have recorded an accrual 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, however, the possible loss or range of loss is not reasonably estimable at this time.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of TransUnion’s financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, TransUnion’s audited consolidated financial statements, the accompanying notes, “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2020, as well as the unaudited consolidated financial statements and the related notes presented in Part I, Item 1, of this Quarterly Report on Form 10-Q.

In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. 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 below in “Cautionary Notice Regarding Forward-Looking Statements,” and Part II, 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, collectively.

Overview

TransUnion is a leading global information and insights company that strives to make trust possible between businesses and consumers, working to ensure that each person is reliably and safely represented in the marketplace. At TransUnion, we find innovative ways to leverage data and information to help businesses and consumers transact with confidence and achieve great things. We call this Information for Good.

Grounded in our legacy as a credit reporting agency, we have built a robust and accurate database of information for a large portion of the adult population in the markets we serve. We use our data fusion methodology to link and match an increasing set of other disparate data to further enrich our database. We use this enriched data, combined with our expertise, to continuously develop more powerful and useful solutions for our customers, all in accordance with global laws and regulations. Because of our work, organizations can better understand consumers in order to make more informed decisions, and earn consumer trust through effective, personalized experiences, and the proactive extension of the right opportunities, tools and offers.

We provide consumer reports, actionable insights and analytics such as credit and other scores, and decisioning capabilities to businesses. Businesses embed our solutions into their process workflows to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. Consumers use our solutions to view their credit profiles and access analytical tools that help them understand and manage their personal 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, Healthcare, Insurance and the other markets we serve. We have a global presence in over 30 countries and territories across North America, Latin America, Europe, Africa, India, and Asia Pacific.

Our solutions are based on a foundation of financial, credit, alternative credit, identity, bankruptcy, lien, judgment, healthcare, insurance claims, automotive and other relevant information obtained from thousands of sources including financial institutions, private databases, public records repositories, and other data sources. We refine, standardize and enhance this data using sophisticated algorithms to create proprietary databases. Our technology infrastructure allows us to efficiently integrate our data with our analytics and decisioning capabilities to create and deliver innovative solutions to our customers and to quickly adapt to changing customer needs. Our deep analytics resources, including our people and tools driving predictive modeling and scoring, customer segmentation, benchmarking and forecasting, enable us to provide businesses and consumers with better insights into their data. Our decisioning capabilities, which are generally delivered on a software-as-a-service platform, allow businesses to interpret data and apply their specific qualifying criteria to make decisions and take actions. Collectively, our data, analytics and decisioning capabilities allow businesses to authenticate the identity of consumers, effectively determine the most relevant products for consumers, retain and cross-sell to existing consumers, identify and acquire new consumers and reduce loss from fraud and data breaches. Similarly, our capabilities allow consumers to see how their credit profiles have changed over time, understand the impact of financial decisions on their credit scores, manage their personal information and take precautions against identity theft.

Segments

We manage our business and report disaggregated revenue and financial results in three reportable segments: U.S. Markets, International and Consumer Interactive.

•The U.S. Markets segment provides consumer reports, actionable insights and analytics such as credit and other scores, and decisioning capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk,

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collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals.

•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 decisioning services, and other value-added risk management services. We also have insurance, business and automotive databases in select geographies. 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 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.

•The Consumer Interactive segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial management for consumers. The segment 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 segment serves consumers through both direct and indirect channels.

In addition, Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

Factors Affecting Our Results of Operations

The following are certain key factors that have affected, or will affect future results of operations:

Macroeconomic and Industry Trends; Effects of the COVID-19 pandemic on our Business and Results of Operations

Our revenues can be significantly influenced by general macroeconomic conditions, including the impact of the global COVID-19 pandemic, the availability of credit and capital, interest rates, inflation, employment levels, consumer confidence and housing demand. In 2020, the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments beginning in the middle of March 2020. After reaching a low point in April 2020, we have seen ongoing improvements in demand for our services and solutions. This dynamic impacts the comparability of our results of operations between the periods presented below.

In the markets where we compete, we have generally seen improving macroeconomic conditions over the past several few quarters. In the United States, we have seen strong and improving macroeconomic conditions, including GDP growth, falling unemployment rates, and mortgage interest rates near historical lows. These improvements have been tempered by rising inflation and supply chain and labor shortage concerns. In our international regions, we have seen similar macroeconomic trends, although there are stronger economic concerns related to the COVID-19 pandemic in certain markets. These macroeconomic improvements are reflected in our year-to-date 2021 results, with all of our segments showing ongoing signs of improvements compared with last year, particularly in both verticals within our U.S. Markets segment and all of the regions within our International segment.

While our results continue to reflect ongoing improvements since the low point in April 2020, in light of the continuing uncertainty around COVID-19, including the rise in variants of the virus and the effectiveness of the vaccines against those variants, our primary focus continues to be the health and safety of our associates, our customers and the wider communities in which we operate. We continue to encourage our associates to get vaccinated and have implemented flexible policies that enable them to do so. While we continue to largely operate in a work-from-home model in every market we serve, we have begun to slowly reenter our office space in a safe and thoughtful manner, and have begun to conduct small in-person meetings in some of our offices.

Notwithstanding our encouraging first through third quarter 2021 results, given the continuously evolving and unpredictable nature of the pandemic, including variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business, including our results of operations and financial condition, in the future.

Our revenues are also significantly influenced by industry trends, including the demand for information services in financial services, healthcare, insurance and other industries we serve. Companies are increasingly relying on business analytics and big-data technologies to help process data in a cost-efficient manner. As customers have gained the ability to rapidly aggregate and

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analyze data generated by their own activities, they are increasingly expecting access to real-time data and analytics from their information service providers as well as solutions that fully integrate into their workflows. Demand for consumer solutions is rising, with higher consumer awareness of the importance and usage of their credit information, increased risk of identity theft due to data breaches, and more readily available free credit information. The complexity of existing regulations and the emergence of new regulations across both emerging and developed economies globally continue to make operations for businesses more challenging.

Effects of Inflation

We do not believe that inflation has had a material effect on our business, results of operations or financial condition.

Recent Developments

The following developments impact the comparability of our balance sheets, results of operations and cash flows between years:

TransUnion has announced three significant transactions that will affect our future results of operations. See Part I, Item 1, Note 1 “Significant Accounting and Reporting Polices” for further information about these transactions.

In 2020, the economic effect of the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments beginning in the middle of March 2020. After reaching a low point in April 2020, we have seen ongoing improvements in demand for our services to varying degrees in all the markets where we operate, These ongoing improvements are reflected in the results of our first three quarters of 2021 and impact the comparability of our results of operations between periods. Notwithstanding our encouraging first through third quarter 2021 results, given the continuously evolving and unpredictable nature of the pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business, including our results of operations and financial condition, in the future.

On February 27, 2020, the United States Court of Appeals for the Ninth Circuit affirmed in part and reversed and vacated in part the trial court’s judgment in Ramirez v. Trans Union LLC (“Ramirez” or the “Ramirez Litigation”), reducing the trial court’s punitive damages award from approximately $52 million to approximately $32 million. As a result, in the first quarter of 2020 we recorded $30.5 million ($22.9 million net of tax) of legal expense in selling, general and administrative expenses. We recorded an additional reserve for this matter in the third quarter of 2020. On December 16, 2020, the United States Supreme Court granted the Petition for Certiorari with respect to whether Article III of the United States Constitution or Rule 23 of the Federal Rules of Civil Procedure permit a damages class action where the vast majority of the class suffered no actual injury, let alone an injury anything like what the class representative suffered. On June 25, 2021, the United States Supreme Court’s decision reversed the Ninth Circuit opinion in Ramirez v. TransUnion, LLC, and remanded the matter back to the lower courts for further proceedings consistent with its opinion. The United States Supreme Court’s opinion held that only plaintiffs who have suffered a concrete harm by a defendant’s statutory violation have Article III standing to seek damages against defendants in Federal court. Based on the ruling, only approximately 23% of the class was determined to have suffered concrete harm. Accordingly, in the second quarter of 2021 we revised the amount of the probable loss that we previously estimated, resulting in a reduction of our estimated liability and partially offsetting insurance receivable, with a $32.4 million net reduction recorded in selling, general and administrative expense as reflected in our results of operations for the nine months ended September 30, 2021. We also recorded a related income tax expense of $8.1 million in our provision for income taxes for the nine months ended September 30, 2021.

In March 2021, we prepaid $85.0 million of our Senior Secured Term Loans, funded from our cash on hand. In December 2020, we prepaid $150.0 million of our Senior Secured Term Loans, funded from our cash on hand.

On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter parties that effectively fixes our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. See Part I, Item I, Note 8, “Debt,” for additional information about these swap agreements.

Recent Acquisitions

We selectively evaluate acquisitions as a means to expand our business and international footprint and to enter new markets. Since January 1, 2020, we have completed the following acquisitions, including those that impact the comparability of our results between periods:

•On October 14, 2020, we acquired 100% of the equity of Tru Optik Data Corp (“Tru Optik”). Tru Optik uses its custom audience-building platform to deliver predictive scoring to improve the performance of custom digital marketing campaigns. The results of operations of Tru Optik, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.

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•On August 14, 2020, we acquired 100% of the equity of Signal Digital, Inc. (“Signal”). Signal is a digital marketing company that provides tag management, data collection, and onboarding capabilities to customers for activation in the marketing ecosystem. The results of operations of Signal, which are not material to our consolidated financial statements, have been included as part of our U.S. Markets segment in our consolidated statements of income since the date of the acquisition.

Key Components of Our Results of Operations

Revenue

The following is a more detailed description of how we derive and report revenue for our three reportable segments:

U.S. Markets

U.S. Markets provides consumer reports, actionable insights and analytics such as credit and other scores, and solutions capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for the following verticals:

•Financial Services: The Financial Services vertical consists of our consumer lending, mortgage, auto and cards and payments lines of business. Our financial services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), 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 Healthcare, Insurance, Tenant and Employment, Services and Collections, Public Sector, Media, Diversified Markets and other verticals. 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.

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 decisioning 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 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.

Consumer Interactive

The Consumer Interactive segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial management for consumers. The segment 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 segment serves consumers through both direct and indirect channels.

Cost of Services

Costs of services include data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and occupancy costs associated with the facilities where these functions are performed.

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Selling, General and Administrative

Selling, general and administrative expenses include personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions.

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, gains and impairments 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.

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Results of Operations

Key Performance Measures

Management, including our chief operating decision maker (“CODM”), evaluates the financial performance of our businesses based on a variety of key indicators. These indicators include the GAAP measures of revenue, segment Adjusted EBITDA, cash provided by operating activities and cash paid for capital expenditures, and the non-GAAP measure consolidated Adjusted EBITDA. For the three and nine months ended September 30, 2021 and 2020, these key indicators were as follows:

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Revenue:
Consolidated revenue as reported	$	791.6	$	695.9	$	95.7	13.8	%	$	2,311.1	$	2,017.9	$	293.2	14.5	%
U.S. Markets gross revenue	498.4		438.5		59.9		13.7	%	1,451.2		1,265.8		185.4		14.6	%
International gross revenue	178.0		144.8		33.2		22.9	%	516.7		422.2		94.5		22.4	%
Consumer Interactive gross revenue	135.0		131.6		3.4		2.6	%	401.9		386.7		15.2		3.9	%
Adjusted EBITDA(1):
Reconciliation of net income attributable to TransUnion to Adjusted EBITDA(1):
Net income attributable to TransUnion	$	114.2	$	102.8	$	11.4	11.1	%	$	369.7	$	241.5	$	128.2	53.1	%
Net interest expense	24.7		26.5		(1.7)		(6.6)	%	74.6		94.6		(20.0)		(21.2)	%
Provision for income taxes	39.0		32.1		7.0		21.8	%	129.1		77.3		51.8		67.0	%
Depreciation and amortization	95.9		92.2		3.6		3.9	%	288.6		273.4		15.2		5.5	%
EBITDA	$	273.8	$	253.5	$	20.2	8.0	%	$	861.9	$	686.7	$	175.2	25.5	%
Adjustments to EBITDA:
Stock-based compensation(2)	$	17.4	$	7.8	$	9.6	nm		$	51.9	$	29.5	$	22.3	75.6	%
Mergers and acquisitions, divestitures and business optimization(3)	10.3		1.5		8.8		nm		23.4		12.9		10.5		81.0	%
Accelerated technology investment(4)	12.6		4.5		8.1		nm		29.7		10.3		19.4		nm
Net other(5)	12.8		2.6		10.3		nm		(21.0)		36.4		(57.4)		nm
Total adjustments to EBITDA	$	53.2	$	16.4	$	36.8	nm		$	84.0	$	89.2	$	(5.2)	(5.8)	%
Consolidated Adjusted EBITDA(1)	$	327.0	$	269.9	$	57.1	21.1	%	$	945.9	$	775.9	$	170.0	21.9	%
Adjusted EBITDA(1):
U.S. Markets	$	210.3	$	177.3	$	33.0	18.6	%	$	618.6	$	520.0	$	98.6	19.0	%
International	77.7		56.7		21.0		37.0	%	221.3		154.4		66.9		43.3	%
Consumer Interactive	69.4		67.1		2.4		3.5	%	192.8		186.2		6.6		3.5	%
Corporate	(30.5)		(31.2)		0.7		2.2	%	(86.7)		(84.7)		(2.1)		(2.4)	%
Consolidated Adjusted EBITDA(1)	$	327.0	$	269.9	$	57.0	21.1	%	$	945.9	$	775.9	$	170.0	21.9	%
Other metrics:
Cash provided by operating activities	$	279.7	$	178.8	$	100.9	56.4	%	$	660.2	$	558.2	$	102.0	18.3	%
Capital expenditures	(61.0)		(44.1)		(16.9)		38.3	%	(158.1)		(131.7)		(26.4)		20.0	%

nm: not meaningful

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

(1)We define Adjusted EBITDA as net income (loss) attributable to TransUnion, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income). We present Adjusted EBITDA as a

31

supplemental measure of our operating performance because it eliminates the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. 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. Our board of directors and executive management team use Adjusted EBITDA as a compensation measure under our incentive compensation plan. Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to a ratio based on Adjusted EBITDA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Debt.” Adjusted EBITDA does not reflect our capital expenditures, interest, income tax, depreciation, amortization, stock-based compensation and certain other income and expense. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. Adjusted EBITDA is not a measure of financial condition or profitability under GAAP and should not be considered as an alternative to cash flows from operating activities, as a measure of liquidity or as an alternative to operating income or net income as indicators of operating performance. We believe that the most directly comparable GAAP measure to Adjusted EBITDA is net income attributable to TransUnion. The table above provides a reconciliation from our net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020.

(2)Consisted of stock-based compensation and cash-settled stock-based compensation.

(3)For the three months ended September 30, 2021, consisted of the following adjustments: $22.7 million of acquisition expenses; $0.5 million of adjustments to contingent consideration expense from previous acquisitions; and a ($12.9) million gain on the sale of a Cost Method investment.

For the nine months ended September 30, 2021, consisted of the following adjustments: $27.4 million of acquisition expenses; $8.3 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and ($13.4) million gain on the sale of Cost Method investments.

For the three months ended September 30, 2020, consisted of the following adjustments: $1.5 million of acquisition expenses.

For the nine months ended September 30, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; a $4.8 million loss on the impairment of a Cost Method investment; $4.8 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a $(2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.

(4)Represents expenses associated with our accelerated technology investment.

(5)For the three months ended September 30, 2021, net other consisted of the following adjustments: $12.0 million for certain legal and regulatory expenses; and a $0.8 million net loss from currency remeasurement of our foreign operations, loan fees and other.

For the nine months ended September 30, 2021, consisted of the following adjustments: a $(20.4) million net reduction in certain legal and regulatory expenses; a $(3.4) million recovery from the Fraud Incident, net of additional administrative expense; and $2.8 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

For the three months ended September 30, 2020, consisted of the following adjustments: $4.2 million for certain legal expenses; and $(1.6) million of net gains from currency remeasurement of our foreign operations and other.

For the nine months ended September 30, 2020, consisted of the following adjustments: $34.7 million for certain legal expenses; a $1.6 million of net other consisting of net losses from currency remeasurement of our foreign operation, loan fees and other.

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Revenue

For the three months ended September 30, 2021, revenue increased $95.7 million, or 13.8%, compared with the same period in 2020, due primarily to improving macroeconomic conditions in all of our markets, revenue from new product initiatives, revenue from our recent acquisitions in the U.S. Markets segment, and an increase of 1.0% from the impact of strengthening foreign currencies.

For the nine months ended September 30, 2021, revenue increased $293.2 million or 14.5% compared with the same period in 2020, due primarily to improving macroeconomic conditions in all of our markets, revenue from new product initiatives, revenue from our recent acquisitions in the U.S. Markets segment, and an increase of 1.3% increase from the impact of strengthening foreign currencies.

Revenue by segment and a more detailed explanation of revenue within each segment are as follows:

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
U.S. Markets:
Financial Services	$	277.6	$	249.1	$	28.5	11.5	%	$	811.4	$	701.7	$	109.7	15.6	%
Emerging Verticals	220.7		189.4		31.4		16.6	%	639.8		564.1		75.7		13.4	%
U.S. Markets gross revenue	$	498.4	$	438.5	$	59.9	13.7	%	$	1,451.2	$	1,265.8	$	185.4	14.6	%
International:
Canada	$	30.6	$	27.9	$	2.7	9.7	%	$	95.0	$	78.5	$	16.5	21.0	%
Latin America	26.7		21.7		5.0		22.9	%	76.8		63.2		13.6		21.5	%
United Kingdom	54.6		44.2		10.5		23.8	%	158.3		132.1		26.2		19.8	%
Africa	15.1		12.3		2.9		23.3	%	44.0		35.6		8.5		23.8	%
India	34.5		23.9		10.6		44.2	%	96.4		72.4		24.0		33.2	%
Asia Pacific	16.5		14.9		1.5		10.4	%	46.2		40.5		5.7		14.2	%
International gross revenue	$	178.0	$	144.8	$	33.2	22.9	%	$	516.7	$	422.2	$	94.5	22.4	%
Consumer Interactive gross revenue	$	135.0	$	131.6	$	3.4	2.6	%	$	401.9	$	386.7	$	15.2	3.9	%
Total gross revenue	$	811.4	$	714.9	$	96.4	13.5	%	$	2,369.8	$	2,074.8	$	295.1	14.2	%
Intersegment revenue eliminations:
U.S. Markets	$	(17.7)	$	(17.2)	$	(0.5)	(3.1)	%	$	(52.7)	$	(51.7)	$	(1.0)	(2.0)	%
International	(1.5)		(1.4)		(0.1)		(9.3)	%	(4.4)		(3.9)		(0.6)		(14.4)	%
Consumer Interactive	(0.5)		(0.5)		(0.1)		(11.3)	%	(1.6)		(1.3)		(0.3)		(22.4)	%
Total intersegment revenue eliminations	$	(19.7)	$	(19.0)	$	(0.7)	(3.7)	%	$	(58.7)	$	(56.8)	$	(1.9)	(3.3)	%
Total revenue as reported	$	791.6	$	695.9	$	95.7	13.8	%	$	2,311.1	$	2,017.9	$	293.2	14.5	%

nm: not meaningful

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

U.S. Markets Segment

U.S. Markets revenue increased $59.9 million, or 13.7%, and $185.4 million, or 14.6%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due to an increase in revenue in both verticals, including revenue from our recent acquisitions in our Emerging Markets vertical.

33

Financial Services: Revenue increased $28.5 million, or 11.5%, and $109.7 million, or 15.6%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020. The increase in revenue is due primarily to improving macroeconomic conditions and revenue from new product initiatives in most of our lines of business in the third quarter and all of our lines of businesses in the nine month period. In the third quarter, the Consumer Lending, Cards and Banking, and Auto lines of business led with broad-based revenue growth, while the Mortgage line of business revenue decreased as volumes declined due to rising interest rates.

Emerging Verticals: Revenue increased $31.4 million, or 16.6%, and $75.7 million, or 13.4%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020. The increase in revenue is due primarily to improving macroeconomic conditions in most of our verticals, revenue from new product initiatives, and an increase from our recent acquisitions. Every vertical except Collections, which was down slightly, had an increase in revenue in both the three-month and nine-month periods.

International Segment

International revenue increased $33.2 million, or 22.9%, and $94.5 million, or 22.4%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives, and an increase in revenue of 4.9% and 6.1% in each respective period from the impact of strengthening foreign currencies.

Canada: Revenue increased $2.7 million, or 9.7%, and $16.5 million, or 21.0%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and new product initiatives, and an increase of 6.1% and 9.2% in each respective period from the impact of strengthening foreign currencies.

Latin America: Revenue increased $5.0 million, or 22.9%, and $13.6 million, or 21.5%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due primarily to higher local currency revenue from increased volumes resulting from improving economic conditions and from new product initiatives, and an increase of 0.5% for the three-month period and a decrease of 0.7% in the nine-month period from the impact of foreign currencies.

United Kingdom: Revenue increased $10.5 million, or 23.8%, and $26.2 million, or 19.8%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due primarily to higher local currency revenue from increased volume resulting from improving economic conditions and from new product initiatives, and an increase of 7.9% and 10.2% in each respective period from the impact of strengthening foreign currencies.

Africa: Revenue increased $2.9 million, or 23.3%, and $8.5 million, or 23.8%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due primarily to higher local currency revenue from increased volume resulting from improving economic conditions and from new product initiatives, and an increase of 14.9% and 13.4% in each respective period from the impact of strengthening foreign currencies.

India: Revenue increased $10.6 million, or 44.2%, and $24.0 million, or 33.2%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due primarily to higher local currency revenue from increased volume resulting from improving economic conditions and from new product initiatives, and an increase of 0.6% and 1.0% in each respective period from the impact of strengthening foreign currencies.

Asia Pacific: Revenue increased $1.5 million, or 10.4%, and $5.7 million, or 14.2%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due primarily to higher local currency revenue from increased volume resulting from improving economic conditions and from new product initiatives, and a decrease of 0.7% and an increase 0.1% in each respective period from the impact of foreign currencies.

Consumer Interactive Segment

Consumer Interactive revenue increased $3.4 million, or 2.6%, and $15.2 million, or 3.9%, for the three and nine months ended September 30, 2021, compared with the same periods in 2020, due primarily to an increase in revenue in our direct channel in both periods. Our indirect channel had a slight increase in revenue in the three-month period and a slight decrease in revenue in the nine-month period as this channel has begun to moderate.

Operating Expenses

Operating expenses for the three and nine months ended September 30, 2021 and 2020, were as follows:

34

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Cost of services	$	259.1	$	222.4	$	36.8	16.5	%	$	752.6	$	666.1	$	86.5	13.0	%
Selling, general and administrative	247.3		219.0		28.3		12.9	%	682.4		655.4		27.0		4.1	%
Depreciation and amortization	95.9		92.2		3.6		3.9	%	288.6		273.4		15.2		5.5	%
Total operating expenses	$	602.3	$	533.6	$	68.7	12.9	%	$	1,723.6	$	1,594.9	$	128.7	8.1	%

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

Cost of Services

Cost of services increased $36.8 million and $86.5 million for the three and nine months ended September 30, 2021, compared with the same periods in 2020.

The increase was due primarily to:

•an increase in product costs resulting from the increase in revenue in all of our segments;

•an increase in costs from our accelerated technology investment;

•an increase in labor costs, including an increase in incentive compensation due to improvements in performance, primarily in our U.S. Markets and International segments;

•operating costs from our recent acquisitions in our U.S. Markets segment; and

•the impact of foreign currencies on the expenses of our International segment,

partially offset by:

•a decrease in travel and entertainment expenses due to travel restrictions related to COVID-19, primarily in the nine-month period.

Selling, General and Administrative

Selling, general and administrative expenses increased $28.3 million and decreased $27.0 million for the three and nine months ended September 30, 2021, compared with the same periods in 2020.

The changes were due primarily to:

•an increase in labor costs, including an increase in incentive and stock-based compensation due to improvements in performance, primarily in our U.S. Markets and International segments and in Corporate, in both periods;

•operating costs and contingent consideration expense recorded from our recent acquisitions in our U.S. Markets segment in both periods;

•the impact of foreign currencies on the expenses of our International segment in both periods; and

•an increase in advertising expense, primarily in our Consumer Interactive segment, in the nine-month period,

partially offset by:

•an increase in the three-month period and a decrease of $53.9 in the nine-month period for certain legal and regulatory matters, primarily related to the Ramirez Litigation, which resulted in a significant expense in the first quarter of 2020 and a significant reduction of expense in the second quarter of 2021 as discussed in Recent Developments above;

•a decrease in bad debt expense in both periods, as we have reversed reserves that were recorded at the beginning of the COVID-19 pandemic; and

•a decrease in travel and entertainment expenses due to travel restrictions related to COVID-19 in the nine-month period.

Depreciation and Amortization

Depreciation and amortization increased $3.6 million and $15.2 million for the three and nine months ended September 30, 2021, compared with the same periods in 2020. These increases were due primarily to an increase in depreciation and amortization from recent acquisitions of tangible and intangible assets, partially offset by a decrease in amortization related to certain intangible assets from our 2012 change in control transaction that have become fully amortized.

35

Adjusted EBITDA and Adjusted EBITDA margin

	Three Months Ended September 30,										Nine Months Ended September 30,
(in millions)	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change
Revenue:
U.S. Markets gross revenue	$	498.4		$	438.5		$	59.9	13.7	%	$	1,451.2		$	1,265.8		$	185.4	14.6	%
International gross revenue	178.0			144.8			33.2		22.9	%	516.7			422.2			94.5		22.4	%
Consumer Interactive gross revenue	135.0			131.6			3.4		2.6	%	401.9			386.7			15.2		3.9	%
Total gross revenue	811.4			714.9			96.4		13.5	%	2,369.8			2,074.8			295.1		14.2	%
Less: intersegment revenue eliminations	(19.7)			(19.0)			(0.7)		(3.7)	%	(58.7)			(56.8)			(1.9)		(3.3)	%
Total revenue as reported	$	791.6		$	695.9		$	95.7	13.8	%	$	2,311.1		$	2,017.9		$	293.2	14.5	%
Adjusted EBITDA(1):
U.S. Markets	$	210.3		$	177.3		$	33.0	18.6	%	$	618.6		$	520.0		$	98.6	19.0	%
International	77.7			56.7			21.0		37.0	%	221.3			154.4			66.9		43.3	%
Consumer Interactive	69.4			67.1			2.4		3.5	%	192.8			186.2			6.6		3.5	%
Corporate	(30.5)			(31.2)			0.7		2.2	%	(86.7)			(84.7)			(2.1)		(2.4)	%
Consolidated Adjusted EBITDA(1)	$	327.0		$	269.9		$	57.0	21.1	%	$	945.9		$	775.9		$	170.0	21.9	%
Adjusted EBITDA margin(1):
U.S. Markets	42.2		%	40.4		%			1.8	%	42.6		%	41.1		%			1.5	%
International	43.7		%	39.2		%			4.5	%	42.8		%	36.6		%			6.3	%
Consumer Interactive	51.4		%	51.0		%			0.5	%	48.0		%	48.1		%			(0.2)	%
Consolidated Adjusted EBITDA margin(1)	41.3		%	38.8		%			2.5	%	40.9		%	38.5		%			2.5	%
Net income attributable to TransUnion as a percentage of revenue	14.4		%	14.8		%			(0.4)	%	16.0		%	12.0		%			4.0	%

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

1.See the reconciliation of net income attributable to TransUnion to Consolidated Adjusted EBITDA in the “Key Performance Measures” section at the beginning of our discussion about our Results of Operations. Segment Adjusted EBITDA margins are calculated using segment gross revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA margin is calculated using consolidated revenue and consolidated Adjusted EBITDA.

Consolidated Adjusted EBITDA increased $57.0 million and $170.0 million for the three and nine months ended September 30, 2021, compared to the same periods in 2020.

The increase was due primarily to:

•an increase in revenue from improving macroeconomic conditions in all of our markets; and

•a decrease in travel and entertainment expenses due to travel restrictions related to COVID-19 in the nine month period; and

•a decrease in bad debt expense in both periods, as we have reversed reserves that were recorded at the beginning of the COVID-19 pandemic,

partially offset by:

•an increase in labor costs, including incentive compensation, primarily in our U.S. Markets and International segments and in Corporate;

•an increase in product costs resulting from the increase in revenue in all of our segments;

•an increase in operating costs from our recent acquisitions;

36

•the impact of currencies on the expenses of our International segment; and

•an increase in advertising costs, primarily in our Consumer Interactive segment, in the nine-month period.

Adjusted EBITDA margin for the U.S. Markets segment increased due primarily to an increase in revenue and improving market conditions in both of our verticals, a decrease in bad debt expense, and a decrease in travel and entertainment expenses due to travel restrictions related to COVID-19 in the nine-month period, partially offset by an increase in product costs resulting from the increase in revenue and an increase in incentive compensation costs due to improved performance.

Adjusted EBITDA margins for the International segment increased due primarily to an increase in revenue and improving market conditions in all of our regions, a decrease in bad debt expense, and a decrease in travel and entertainment expenses due to travel restrictions related to COVID-19 in the nine-month period, partially offset by an increase in incentive compensation costs due to improved performance.

Adjusted EBITDA margin for the Consumer Interactive segment increased in the three-month period and decreased in the nine-month period. The increase in the three-month period is due primarily to an increase in revenue, partially offset by an increase in product costs in our indirect channel. The decreased in the nine-month period is due primarily to an increase in product costs in our indirect channel and an increase in advertising costs, partially offset by an increase in revenue in our direct channel.

Non-Operating Income and Expense

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Interest expense	$	(25.7)	$	(27.6)	$	1.9	7.0	%	$	(77.1)	$	(98.7)	$	21.7	21.9	%
Interest income	1.0		1.2		(0.2)		(15.3)	%	2.5		4.2		(1.7)		(39.6)	%
Earnings from equity method investments	2.9		2.1		0.7		33.9	%	8.6		6.7		1.8		27.4	%
Other income and expense, net:
Acquisition fees	(22.7)		(1.5)		(21.3)		nm		(27.4)		(4.8)		(22.6)		nm
Loan fees	(0.4)		(0.4)		—		5.3	%	(1.6)		(0.7)		(0.9)		nm
Other income (expense), net	12.8		2.6		10.2		nm		18.2		(1.4)		19.6		nm
Total other income and expense, net	(10.3)		0.8		(11.0)		nm		(10.8)		(6.9)		(3.9)		(56.2)	%
Non-operating income and expense	$	(32.2)	$	(23.6)	$	(8.6)	(36.4)	%	$	(76.7)	$	(94.7)	$	18.0	19.0	%

nm: not meaningful

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

For the three and nine months ended September 30, 2021, interest expense decreased $1.9 million and $21.7 million, respectively, compared with the same periods in 2020, due primarily to the impact of the decrease in the average interest rate and a decrease in our average outstanding principal balance. In the fourth quarter of 2020, we prepaid $150.0 million of our Senior Secured Term Loans. In the first quarter of 2021, we prepaid an additional $85.0 million of our Senior Secured Term Loans. These prepayments impact the comparability of interest expense between periods.

Acquisition fees represent costs we have incurred for various acquisition-related efforts.

Other income (expense), net includes currency remeasurement gains and losses, dividends received from cost method investments, gains and losses on cost method investments, if any, and other miscellaneous non-operating income and expense items, including recoveries from the Fraud Incident in the three- and nine-month periods of 2021.

Provision for Income Taxes

For the three months ended September 30, 2021, we reported an effective tax rate of 24.8%, which was higher than the 21.0% U.S. federal statutory rate due primarily to various foreign, federal and state taxes, partially offset by excess tax benefits on stock-based compensation.

For the nine months ended September 30, 2021, we reported an effective tax rate of 25.3%, which was higher than the 21.0% U.S. federal statutory rate due primarily to recording tax expense of $20.5 million related to the remeasurement of our U.K.

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deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter 2021, partially offset by $11.2 million of discrete tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019 tax years, and $9.1 million of excess tax benefits on stock-based compensation. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available.

For the three months ended September 30, 2020, we reported an effective tax rate of 23.1%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences and accrued withholding taxes on unrepatriated foreign earnings, partially offset by excess tax benefits on stock-based compensation.

For the nine months ended September 30, 2020, we reported an effective tax rate of 23.5%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences, accrued withholding taxes on unrepatriated foreign earnings and changes in valuation allowances for foreign tax credits, partially offset by $22.4 million of excess tax benefits on stock-based compensation.

Significant Changes in Assets and Liabilities

Our long-term debt decreased by $145.6 million at September 30, 2021, compared with December 31, 2020, due primarily to the $85.0 prepayment of debt made in March 2021, and the scheduled payments made in the first three quarters of 2021.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our senior secured revolving line of credit. Our principal uses of liquidity are working capital, capital expenditures, debt service and other capital structure obligations, business acquisitions, and other general corporate purposes. We believe our cash on hand, cash generated from operations, and funds available under the senior secured revolving line of credit will be sufficient to fund our planned capital expenditures, debt service and other capital structure obligations, business acquisitions and operating needs for the foreseeable future. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may elect to raise funds through debt or equity financing in the future to fund operations, significant investments or acquisitions that are consistent with our growth strategy.

Cash and cash equivalents totaled $708.8 million and $493.0 million at September 30, 2021, and December 31, 2020, respectively, of which $302.7 million and $232.0 million was held outside the United States in each respective period. As of September 30, 2021, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available.

TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the greater of $1,000.0 million and 100% of consolidated EBITDA for the four quarters preceding the measurement date, 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.

The balance retained in cash and cash equivalents is consistent with our short-term cash needs and investment objectives. We may be required to make additional principal payments on the Senior Secured Term Loans B-5 and A-3 based on excess cash flows of the prior year, as defined in the credit agreement. The senior secured net leverage ratio for 2020 resulted in no required excess cash flow payment for 2021. Additional payments based on excess cash flows could be due in future years. See Part I, Item 1, Note 8 “Debt,” for additional information about our debt.

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During the first quarter of 2021 and 2020, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. During the first quarter of 2021 and 2020, the employees used 0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 0.6 million of the shares and gave TransUnion the remaining 0.3 million shares that we have recorded as treasury stock. During the first quarter of 2021 and 2020, we remitted cash equivalent $27.7 million and $32.1 million, respectively, of the vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised throughout the year, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies.

For the nine months ended September 30, 2021, we prepaid $85.0 million of our Senior Secured Term Loan B-5, funded from our cash on hand.

During the second quarter of 2021, we increased our quarterly dividend from $0.075 per share to $0.095 per share. Our board of directors declared a dividend of $0.075 on February 24, 2021 to holders of record on March 11, 2021. Additionally, our board of directors declared a dividend of $0.095 per share on May 11, 2021 and August 10, 2021 to holders of record on May 26, 2021 and August 25, 2021, respectively. We paid dividends of $14.3 million on March 26, 2021 and $18.2 million on June 10, 2021 and September 9, 2021. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board.

On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.

We have no obligation to repurchase additional shares. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.

Recently Announced Transactions

On September 13, 2021, we announced our agreement to acquire Neustar, Inc. for $3.1 billion in cash, subject to customary purchase price adjustments. We intend to finance the acquisition through a combination of debt financing and cash on hand, and have entered into a debt commitment letter which provides for a senior secured term loan facility in an aggregate principal amount of up to $3.1 billion. We expect the acquisition to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals. For additional information on our acquisition of Neustar, refer to our Current Report on Form 8-K dated September 13, 2021, which is available on our Investor Relations website at https://investors.transunion.com.

On October 26, 2021, we announced our agreement to acquire Sontiq, Inc. for $638 million in cash, subject to customary purchase price adjustments. We intend to finance the acquisition through a combination of debt financing and cash on hand, and have entered into a debt commitment letter which provides for a new secured term loan facility in an aggregate principal amount of up to $640 million. We expect the acquisition to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals. For additional information on our acquisition of Sontiq, refer to our Current Report on Form 8-K dated October 26, 2021, which is available on our Investor Relations website at https://investors.transunion.com.

On October 26, 2021, we announced our agreement to sell our Healthcare business for $1.735 billion in cash, subject to customary purchase price adjustments. We are targeting a closing of this transaction in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals. We expect to realize a material gain on sale of the Healthcare business and intend to use the net proceeds from this sale to prepay debt and for other general corporate purposes as permitted under the Senior secured credit facilities. For additional information on the divestment of our Healthcare business, refer to our Current Report on Form 8-K dated October 26, 2021, which is available on our Investor Relations website at https://investors.transunion.com.

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Sources and Uses of Cash

	Nine Months Ended September 30,
(in millions)	2021		2020		Change
Cash provided by operating activities	$	660.2	$	558.2	$	102.0
Cash used in investing activities	(208.0)		(153.5)		(54.5)
Cash used in financing activities	(231.5)		(109.9)		(121.6)
Effect of exchange rate changes on cash and cash equivalents	(4.9)		(14.9)		10.0
Net change in cash and cash equivalents	$	215.8	$	279.9	$	(64.1)

Operating Activities

The increase in cash provided by operations was due primarily to an increase in operating performance and a decrease in interest expense, partially offset by an increase in working capital.

Investing Activities

The increase in cash used in investing activities was due primarily to an increase in investments in nonconsolidated affiliates and purchases of convertible notes, and an increase in capital expenditures.

Financing Activities

The increase in cash used in financing activities was due primarily to $85.0 million debt prepayments made in 2021 and an increase in the payments for contingent consideration in 2021.

Capital Expenditures

We make capital expenditures to grow our business by developing new and enhanced capabilities, to increase the effectiveness and efficiency of the organization and to reduce risks. We make capital expenditures for product development, disaster recovery, security enhancements, regulatory compliance, and the replacement and upgrade of existing equipment at the end of its useful life.

Cash paid for capital expenditures increased $26.4 million, from $131.7 million for the nine months ended September 30, 2020, to $158.1 million for the nine months ended September 30, 2021.

Debt

Hedges

On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first tranche commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,125.0 million that amortizes each quarter. The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate that matches the variable rate on our loans. The second tranche commences on June 30, 2022, and expires on June 30, 2025, with an initial notional amount of $1,110.0 million that amortizes each quarter. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.

On December 17, 2018, we entered into interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt, which is currently fixed at 2.702% and 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,395.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022.

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Effect of Certain Debt Covenants

A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the Senior Secured Revolving Credit Facility and could result in a default under the Senior Secured Credit Facility. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could proceed against any collateral granted to them to secure that indebtedness.

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 $75 million or 7.5% 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 September 30, 2021, we were in compliance with all debt covenants.

For additional information about our debt and hedge, see Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 8, “Debt.”

Recent Accounting Pronouncements

See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting and Reporting Policies,” for information about recent accounting pronouncements and the impact on our consolidated financial statements.

Application of Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”). The notes to our consolidated financial statements include disclosures about our significant accounting policies. These accounting policies require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. See Part II, Item 7, “Application of Critical Accounting Estimate” and Part II, Item 8, Note 1, “Significant Accounting and Reporting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 16, 2021, for additional information about our critical accounting estimates.

Cautionary Notice Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.

Factors that could cause actual results to differ materially from those described in the forward-looking statements, or that could materially affect our financial results or such forward-looking statements include:

•the effects of the COVID-19 pandemic;

•the duration of the COVID-19 pandemic and the timing of the economic recovery following the COVID-19 pandemic;

•the prevalence and severity of variants of the COVID-19 virus and the effectiveness of vaccines against those variants;

•macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets;

•our ability to provide competitive services and prices;

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

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

•our ability to deliver services timely without interruption;

•our ability to maintain our access to data sources;

•government regulation and changes in the regulatory environment;

•litigation or regulatory proceedings;

•regulatory oversight of “critical activities”;

•our ability to effectively manage our costs;

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

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

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

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

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

•our ability to consummate the sale of our recently announced divestiture on a timely basis or at all;

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

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

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

•further consolidation in our end-customer markets;

•the increased availability of free or inexpensive consumer information;

•losses against which we do not insure;

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

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

•our ability to maintain our liquidity;

•share repurchase plans; and

•our reliance on key management personnel.

There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission, and in this report under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no other material changes from the quantitative and qualitative disclosures about market risk included in our Annual Report on Form 10-K for the year ended December 31, 2020.

In the normal course of business we are exposed to market risk, primarily from changes in variable interest rates and foreign currency exchange rates, which could impact our results of operations and financial position. We manage the exposure to this market risk through our regular operating and financing activities. We may use derivative financial instruments, such as foreign currency and interest rate hedges, but only as a risk management tool and not for speculative or trading purposes.

Interest Rate Risk

Our Senior Secured Credit Facility consists of Senior Secured Term Loans and a $300.0 million Senior Secured Revolving Credit Facility. Interest rates on these borrowings are based, at our election, on LIBOR or an alternate base rate, subject to floors, plus applicable margins based on applicable net leverage ratios. We currently have several interest rate hedge instruments that effectively fixes our LIBOR exposure on approximately 75% of our outstanding debt. Based on the amount of

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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. The amount of our outstanding debt, and the ratio of fixed-rate debt to variable-rate debt, can be expected to vary as a result of future business requirements, market conditions or other factors.

See Part I, Item 1, “Notes to Unaudited Consolidated Financial Statements,” Note 8, “Debt,” for additional information about interest rates on our debt.

Foreign Currency Exchange Rate Risk

A substantial majority of our revenue, expense and capital expenditure activities are transacted in U.S. dollars. However, we transact business in a number of foreign currencies, including British pounds sterling, the South African rand, the Canadian dollar, the Indian rupee, the Colombian peso and the Brazilian real. In reporting the results of our foreign operations, we benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currencies.

We are required to translate the assets and liabilities of our foreign subsidiaries that are measured in foreign currencies at the applicable period-end exchange rate in our consolidated balance sheets. We are required to translate revenue and expenses at the average exchange rates prevailing during the year in our consolidated statements of income. The resulting translation adjustment is included in other comprehensive income, as a component of stockholders’ equity. 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.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Controls over Financial Reporting

During the quarter covered by this report, there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

General

Refer to Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, 2020, and Part II, Item 1, “Legal Proceedings” of all subsequently filed Quarterly Reports on Form 10-Q, including this Quarterly Report, and Part I, Item 1, Note 14 “Contingencies,” of this Quarterly Report for a full description of our material pending legal and regulatory matters.

ITEM 1A. RISK FACTORS

The following discussion supplements the discussion of risk factors affecting the Company as set forth in Part I, Item 1A "Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2020, and any subsequently filed Quarterly Reports on Form 10-Q, as well as the factors identified under “Cautionary Statement Regarding Forward-Looking Statements” at the end of Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition or future results. The risks described in these reports are not the only risks facing TransUnion. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, and operating results.

We expect to incur material expenses and indebtedness related to the pending acquisitions of Neustar, Inc. and Sontiq, Inc. (the “Neustar and Sontiq Acquisitions”).

We expect to incur material expenses and indebtedness in completing the Neustar and Sontiq Acquisitions and integrating the business, operations, practices, policies and procedures of each of Neustar and Sontiq. We expect to incur certain transaction and integration expenses in connection with the acquisitions, but such expenses are difficult to estimate at the present time and there are a number of factors beyond our control that could affect the total amount, or the timing, of such expenses. We also intend to finance a portion of the consideration for the Neustar and Sontiq Acquisitions through debt financing, which would increase our debt service obligations and could lead to the downgrade of our credit rating by one or more credit rating agencies. We cannot assure you that the expenses or indebtedness related to the Neustar and Sontiq Acquisitions will not have an adverse effect on us or our results of operations.

We may not realize the anticipated benefits from the pending Neustar and Sontiq Acquisitions.

The Neustar and Sontiq Acquisitions involve the integration of companies that currently operate independently. The success of each of the Neustar and Sontiq Acquisitions will depend, in part, on our ability to realize the anticipated benefits of successfully integrating each of Neustar and Sontiq into our business following the closing of the respective acquisitions. While we plan to devote substantial management attention and resources to integrating the acquired businesses in order to fully realize the anticipated benefits of the acquisitions, the businesses and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than we originally anticipated. The Neustar and Sontiq Acquisitions could also result in the assumption of unknown or contingent liabilities.

Potential difficulties we may encounter following the closing of each of the Neustar and Sontiq Acquisitions include the following:

•the inability to successfully integrate the acquired businesses in a manner that permits us to realize the anticipated benefits of the acquisitions in the time frame currently anticipated, or at all;

•difficulties resulting from developments of the COVID-19 pandemic, including the emergence of new virus variants or limits in the effectiveness of vaccination programs, which could cause us to slow, cease or reevaluate the focus of integration efforts or impair the value of our, Neustar’s and/or Sontiq’s assets;

•the failure to integrate internal systems, programs and controls, or decisions by our management to apply different accounting policies, assumptions or judgments to Neustar’s and/or Sontiq’s operational results than Neustar and Sontiq applied in the past;

•loss of sales and other commercial relationships;

•the additional complexities of integrating companies with different histories, cultures, markets, strategies and customer bases;

•the failure to retain key employees of any of the companies that may be difficult to replace;

•the disruption of each company’s ongoing businesses or inconsistencies in services, standards, controls, procedures and policies;

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•potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the acquisitions;

•performance shortfalls as a result of the diversion of management’s attention from operating our business caused by completing the Neustar and Sontiq Acquisitions and integrating Neustar’s and Sontiq’s operations; and

•the failure to generate sufficient cash to service all of the indebtedness incurred in connection with the Neustar and Sontiq Acquisitions, which could cause us to take other actions to satisfy our obligations under the indebtedness that may not be successful.

Any of these risks could adversely affect our ability to maintain relationships with customers, vendors, employees, or other commercial relationships, or adversely affect our future operational results. As a result, the anticipated benefits of the Neustar and Sontiq Acquisitions may not be realized or may take longer to realize or cost more than expected, which could adversely affect our business, financial condition, results of operations and growth prospects. In addition, changes in laws and regulations could adversely impact our business, financial condition, results of operations and growth prospects after the Neustar and Sontiq Acquisitions.

The pending Neustar and Sontiq Acquisitions may not be completed on the currently contemplated timelines or terms, or at all.

Consummation of each of the Neustar and Sontiq Acquisitions is conditioned on, among other things, the receipt of certain consents and other approvals under the competition laws of the United States. We cannot provide assurances that the conditions to completing the Neustar and Sontiq Acquisitions will be satisfied or waived, and accordingly, that either the Neustar or Sontiq Acquisitions will be completed on the terms or timeline that the parties anticipate or at all. If any condition to the Neustar and Sontiq Acquisitions is not satisfied, it could delay or prevent the Neustar or Sontiq Acquisitions from occurring, which could negatively impact our business, financial condition, results of operations and growth prospects.

When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we will face risks that may adversely affect our business.

We may acquire or make investments in businesses that offer complementary services and technologies. For example, we recently announced the Neustar and Sontiq Acquisitions. Acquisitions may not be completed on favorable terms and acquired assets, data or businesses may not be successfully integrated into our operations. In addition, as we continue to work to position TransUnion for attractive long-term growth in connection with executing on our strategic initiatives, we expect to selectively evaluate disposition opportunities within our markets and/or existing verticals, including within U.S. Markets. Any acquisitions, investments or divestitures will include risks commonly encountered in acquisitions or sales of businesses, such as those outlined above with respect to the Neustar and Sontiq Acquisitions, as well as:

•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 retain key personnel;

•diluting the share value of existing stockholders;

•indemnification claims for breaches of representations and warranties in sale agreements;

•damaging relationships with employees and customers as a result of transferring a business to new owners; and

•failure to close a transaction due to conditions such as financing or regulatory approvals not being satisfied.

The Healthcare divestiture is targeted to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals. If those conditions are not satisfied or waived, or if regulatory approvals are not received, the Healthcare divestiture will not be consummated.

Certain of the conditions that remain to be satisfied with respect to the Healthcare divestiture include, but are not limited to:

•the continued accuracy of the representations and warranties contained in the stock purchase agreement;

•the performance by each party of its obligations under the stock purchase agreement;

•the absence of any decree, order, injunction, ruling or judgment that prohibits the Healthcare divestiture or makes the Healthcare divestiture unlawful;

•the absence of a material adverse effect with respect to the purchaser or us;

•the receipt of regulatory approvals under the competition laws of the United States; and

•the execution of certain agreements related to the consummation of the Healthcare divestiture.

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In addition, we and the Purchaser can mutually agree to terminate the stock purchase agreement without completing the Healthcare divestiture. Further, under the terms of the stock purchase agreement, we or the purchaser can unilaterally terminate the stock purchase agreement without the other party’s agreement and without completing the transactions contemplated thereunder upon the occurrence of certain events.

We cannot assure you that the Healthcare divestiture will close on our expected timeframe, or at all, or close without material adjustment.

These risks could harm our business, financial condition or results of operations, particularly if they occur in the context of a significant acquisition or divestiture.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Recent Sales of Unregistered Securities

Not applicable.

(b) Use of Proceeds

Not applicable.

(c) Issuer Purchases of Equity Securities

	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Approximate Dollar Value, in millions, of Shares that May Yet Be Purchased Under the Plans or Programs(1)
July 1 to July 31	2,072	$	116.17	—	$	166.5
August 1 to August 31	3,982	119.68		—	$	166.5
September 1 to September 30	1,249	116.60		—	$	166.5
Total	7,303			—

Shares shown in column (a) above consist of shares that were repurchased from employees for withholding taxes on options exercised and restricted stock units vesting pursuant to the terms of the Company's equity compensation plans and net settled.

(1) On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of common stock over the next three years. On February 8, 2018, our board of directors removed the three-year time limitation. Prior to the second quarter of 2018, 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. 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.

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ITEM 6. EXHIBITS

2.1	Securities Purchase Agreement, dated as of September 11, 2021, by and between Trans Union LLC and Aerial Investors LLC (Incorporated by reference to Exhibit 2.1 to TransUnion’s Current Report on Form 8-K filed September 13, 2021).
3.1	Third Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Exhibit 3.1.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).
3.2	Third Amended and Restated Bylaws of TransUnion amended as of May 12, 2020 (Incorporated by reference to Exhibit 3.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).
10.1	Retirement and Transition Agreement, dated as of August 12, 2021 by and between TransUnion and David Neenan (Incorporated by reference to Exhibit 10.1 to TransUnion’s Current Report on Form 8-K, filed August 13, 2021).
10.2**	Employment Agreement, dated as of August 12, 2021 by and among TransUnion, Trans Union of Canada, Inc. and Todd Skinner.
10.3**	Form of TransUnion Executive Severance and Restrictive Covenant Agreement.
31.1**	TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**	TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH**	XBRL Taxonomy Extension Schema Document.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.
104	The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL (included with Exhibit 101 attachments).

** Filed or furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TransUnion
October 26, 2021	By	/s/ Todd M. Cello
		Todd M. Cello
		Executive Vice President, Chief Financial Officer
October 26, 2021	By	/s/ Timothy Elberfeld
		Timothy Elberfeld
		Senior Vice President, Chief Accounting Officer
		(Principal Accounting Officer)

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EX-10.2

Exhibit 10.2

August 12, 2021

Todd Skinner

Via Email

Dear Todd,

On behalf of TransUnion (the “Parent”), I am pleased to offer you the position of President, International, TransUnion, reporting to the Chief Executive Officer (the “CEO”) of TransUnion effective August 16, 2021 on the terms and conditions outlined herein (the “Agreement”), conditional upon the satisfaction of the conditions described below. You will continue, until further notice, as an employee of Trans Union of Canada, Inc. (the “Company”).

1.CONDITIONS

This offer is conditional on:

(i)You agree to and will sign or attest to the TransUnion Employee Agreement Regarding Inventions, Confidential Information and Trade Secrets Policy; and

(ii)You signing and returning this Agreement to the Company on or before August 16, 2021;

You agree that the failure to comply with or satisfy any of the foregoing conditions may result in withdrawal of this offer.

2.U.S. RELOCATION

It is a term of your employment that, upon the request of the Parent, (i) you will relocate to the United States and become an employee of Trans Union LLC (a subsidiary of the Parent) (the “Transfer”); (ii) at the time of such Transfer, you will execute an amended employment agreement and any other documents required to give effect to such changes (collectively, the “U.S. Agreement”). The U.S. Agreement shall contain terms and conditions, and provide you with compensation, benefits, perquisites and allowances, that are consistent with the Parent’s U.S. executive team. The U.S. Agreement shall be based on the form used for the Parent’s U.S. executive-level employeesand the U.S. Agreement shall, once executed, replace this Agreement in its entirety. For greater certainty, the Transfer shall not be deemed to be a termination or constructive dismissal of your employment.

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3.COMPENSATION

(a)    Your base salary will be $635,000 CAD. According to current classification, this position is not eligible for overtime.

(b)    You will continue to be eligible to participate in the Parent’s annual incentive program (the “Bonus Plan”). Your target award opportunity under the Bonus Plan will be 100% of your annual base salary. The actual amount you receive may be lower or higher, depending on your individual performance and the Parent’s financial performance during the year. The actual bonus earned under the Bonus Plan for 2021 could range from 0% to 200%of your target opportunity. The Parent reserves the right to change the target and/or maximum award annually. In no event shall the bonus be considered part of or integral to your non-discretionary compensation and no bonus shall be considered earned until the bonus payout date, unless otherwise required by employment standards legislation.

Except as expressly provided in Section 10 below, you must be “Actively Performing Services” (as defined below) for the Parent and/or its subsidiaries include Company on February 1 of the calendar year in order to be eligible for a bonus payment for the immediately preceding calendar year.

If you give notice of resignation or retirement, you will be deemed to have ceased to be Actively Performing Services for the Parent and/or its subsidiaries on the date that you give notice of resignation or retirement to the Parent and/or its subsidiaries, except as otherwise determined by the Parent at the time of your resignation. If your employment is terminated by the Parent and/or its subsidiaries, regardless of whether the termination is for cause or without cause, or lawful or unlawful, or as a result of a constructive dismissal, you will cease to be Actively Performing Services for the Parent and/or its subsidiaries on the date specified by the Parent and/or its subsidiaries in its written notice of termination to you as being your termination date (or, where applicable, on the date on which you claim a constructive dismissal to have occurred) without regard to any notice or pay in lieu of notice to which you might then be entitled, except as may be expressly required to comply with only the minimum requirements under the ESA (as defined below) (such date, the “Termination Date”).

For the avoidance of any doubt, and except as may be expressly required to comply with only the minimum requirements under the ESA, or as expressly provided in Section 10 of this Agreement, you will not be considered to be Actively Performing Services for the Parent and/or its subsidiaries during any period in which you receive, or claim to be entitled to, any compensatory payments or damages in lieu of notice of termination, and you acknowledge and agree that you are not entitled to any compensation or damages in respect of any bonus payment(s) as a result of ceasing to be Actively Performing Services (regardless of the reason and whether you or the Parent and/or its subsidiaries initiates the cessation of your employment) in respect of such period whether pursuant to common law or contract.

The Company will comply with only the applicable minimum requirements of the ESA in respect of all incentive and other compensation and this agreement fully displaces any common law rights that you may have with respect to such compensation.

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4.LONG TERM INCENTIVE PLAN

You will be eligible for an annual long-term incentive (“LTI”) grant, with a target grant value of $1,000,000 USD, of restricted stock units, performance share units, or a combination of both, as determined by the Compensation Committee of the Board of Directors (the “Committee”) in its sole discretion. Your LTI grant will be granted pursuant to and be subject to the terms and conditions of the TransUnion Amended & Restated 2015 Omnibus Incentive (the “Plan”)

Your LTI grant shall be conditional upon: (a) your continued employment with the Parent and/or its subsidiaries at the time of grant; (b) you entering into an grant agreement with the Parent (the “Grant Agreement”); and (c) any other terms and conditions set forth in the Plan, your Grant Agreement and as may be determined by theCommitteeat the time of grant. It is a fundamental condition of the LTI grant that you must read the Plan and you warrant that you will do so.

5.EMPLOYEE SHARE PURCHASE PLAN

You will continue tobe eligible to participate in the TransUnion 2015 Employee Stock Purchase Plan, as amended or replaced from time to time (the “ESPP”) subject to the terms and conditions of the ESPP.

6.EXPENSES & ALLOWANCES

You will receive reimbursement for business expenses in accordance with TransUnion’s expense policies and procedures, which may change from time to time. You may be eligible for reimbursement of certain relocation costs incurred in connection with the Transfer, subject to and in accordance with the Parent’s relocation polies and procedures in effect from time to time.

Prior to the Transfer, you will continue to receive a monthly car allowance of $1,458.52 CAD per month and reimbursement for mileage at a rate of $0.1607 CAD per kilometer, which may be reevaluated at the Company’s discretion based on market conditions. You are responsible for any tax liability associated with these benefits. Following the Transfer, your car allowance and mileage reimbursements will cease.

7.VACATION

Prior to the Transfer, your vacation entitlement will continue to be 25 days per calendar year which will accrue on a monthly basis, commencing on January 1 of each calendar year. Further terms and conditions and details on how you can benefit from this entitlement can be found in our vacation policy. Following the Transfer, your vacation entitlements will be determined in accordance with the Trans Union LLC’s vacation policies and practices in effect from time to time.

8.BENEFITS AND PENSION

(a)    You will continue to be eligible to participate in the Company’s Health Benefits package in accordance with its terms and conditions. This plan includes mandatory long term disability coverage, which is paid for by the employee, and by signing this Agreement, you agree to continue to participate and pay the premium in accordance with the benefits plan and Company policy.

(b)    You will be continue to be eligible to participate in the Company’s Pension in accordance with its terms and conditions.

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(c)     You will be eligible for the Parent’s discretionary financial counseling program that reimburses you annually up to $12,000.00 USD for qualified expenses associated with financial advice, tax preparation, investment management, and estate planning purposes. Additionally, you will be eligible to participate in the executive physical program that reimburses you annually for one comprehensive physical examination commensurate to the cost provided by the Parent to similarly situated executives.

9.COMPANY POLICIES AND PROCEDURES

You will be required to review our policies and procedures, including our Vacation Policy and our Employee Privacy Policy, and acknowledge that you agree to comply with all policies and practices set forth and follow all standard operating procedures, as amended, altered, established or deleted from time to time. Should you have any questions regarding these policies, procedures or your benefits, you may ask your supervisor or a Human Resource Representative.

10.TERMINATION

You or the Company may end your employment as described below. You will always receive all earned compensation, accrued vacation pay and benefits up to your last day of employment. Your entitlements in connection with any outstanding LTI grants upon termination of your employment shall be determined in accordance with thePlan and any applicable Grant Agreement(s).

(a)You may terminate your employment at any time, with or without Good Reason, by giving the Company 4 weeks’ prior written notice; however, it is understood and agreed that the Company shall be entitled to waive all or part of that notice and accept your resignation at an earlier effective date, subject only to the minimum applicable requirements of the Ontario Employment Standards Act, 2000, as amended or replaced(the “ESA”), if any.

(b)The Company may terminate your employment for Cause (as defined below) by complying with only the applicable minimum requirements of the ESA in respect of the termination of your employment (including, without limitation, all ESA requirements in respect of notice, termination and severance pay, wages, benefits and vacation pay). Benefits will only continue during any period required by the ESA, if any.

(c)The Company may also terminate your employment at any time without Cause.

(d)In the event that the Company terminates your employment without Cause or you resign with Good Reason, you shall be provided with the following separation package (the “Separation Package”), subject to the conditions outlined below:

(i)an amount equal to 1.5 times (or 150% of) the sum of (i) your annual base salary during the year in which the Termination Date occurs, and (ii) the average of the bonuses paid to you pursuant to the Bonus Plan in each of the two years immediately preceding the Termination Date;

(ii)if the Termination Date is after July 1 in a given calendar year, a payment equal to the Pro Rata (as defined below) portion of your bonus for the year in which a Termination Date occurs, calculated at target (for greater certainty, if the Termination Date is prior to July 1 in

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a given calendar year, you will not be entitled to any bonus payment or compensation therefor in respect of such calendar year);

(iii)the Company will continue your benefits for 18 months following the Termination Date, subject to insurer approval and exclusions; provided that in all cases you will receive continuation of all benefit during any period required by the ESA;

(iv)the services of a reputable outplacement agency of your choosing for a period of up to one year and with a maximum value of $35,000 USD;provided that, any payments pursuant to this paragraph shall be made directly to the outplacement firm for services rendered upon receipt of satisfactory documentation, provided that the reimbursement must be completed no later than the last day of the second calendar year following the calendar year in which the Termination Date occurs;

Any portion of the Separation Package which exceeds your minimum applicable entitlements pursuant to the ESA will be conditional on: (A) you signing a full and final release in a form satisfactory to the Company within seven 7 days of the Termination Date; (B) your compliance and continued compliance with your obligations to the Company and its affiliates, including your obligations in respect of confidentiality, non-solicitation, non-competition and non-disparagement contained herein.

The Separation Package payments shall be paid as follows: (A) the amounts in clause (c)(i) shall be paid in regular equal installments in accordance with the Company’s customary payroll practices over a period not to exceed 18 months, but in no event less frequently than monthly, (B) the amounts in clause (c)(ii) shall be paid at the same time as the Parent and/or its subsidiaries pays its other bonuses for such year, (C) the benefits in clause (c)(iii) shall be paid or provided in accordance with their terms, and (D) the amounts in clause (c)(iv) shall be paid within 60 days of receiving satisfactory documentation.

The termination arrangements set out in this Section 10 fully satisfy the Company’s and its affiliates (including the Parent) obligations to you in respect of the termination of your employment and you will not be entitled to any other notice of termination, payment in lieu of notice, severance pay, bonus compensation, damages or other compensatory payments pursuant to common law or contract. The termination arrangements set out in this section will remain in full force and effect regardless of any changes to the terms and conditions of your employment, including without limitation, any promotions, reassignments or increases in remuneration, responsibilities and/or job title.

11.DEFINITIONS

“Cause” means any of the following as determined by the board of directors of the Parent in its good faith discretion: (i) your breach of the terms of this Agreement or any other written agreement you enter into, or have entered into, with the Parent and/or its subsidiaries, (ii) a breach of the Parent’s Code of Conduct, material policies of the Parent and/or its subsidiaries, as applicable, relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Parent and/or its subsidiaries; (iii) your willful failure or refusal to perform your material duties for the Parent and/or its subsidiaries, as applicable; (iv) insubordination by you or the disregard of the legal directives of the board of directors of the Parent or senior management of the Parent and/or its subsidiaries, as applicable, which are not inconsistent with the scope, ethics and nature of your duties and responsibilities; (v) you engaging in misconduct that has, or could reasonably

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be expected to have, a material and adverse impact on the reputation, business, business relationships or financial condition of the Parent and/or its subsidiaries; (vi) the commission by you of an act of fraud or embezzlement or acts of personal dishonesty involving personal profit against the Parent and/or its subsidiaries; or (vii) any commission of acts constituting, any conviction of, or plea of guilty to a felony or a crime involving fraud or misrepresentation, or other crime that results, or could reasonably be expected to result, in material harm to the reputation, business, business relationships or financial condition of the Parent and/or its subsidiaries; provided, however, that Cause shall not be deemed to exist under any of the foregoing clauses (i), (ii), (iii) or (iv) unless you have been given reasonably detailed written notice of the grounds for such Cause and, if curable, you have not effected a cure within 20 days after the date of receipt of such notice.

“Good Reason” means the occurrence of any of the following events without your consent: (i) a material reduction in your position, overall responsibilities, level of authority, title or level of reporting; (ii) a material reduction in your base compensation and annual incentive compensation opportunity, measured in the aggregate, which is not the result of a uniformly applied adjustment across all similarly situated personnel within the Parent; or (iii) a requirement that your location of employment be relocated by more than fifty (50) miles from your current location (other than any transition to or from a work from home arrangement); provided you must (x) provide written notice to the Parent within ninety (90) calendar days following the occurrence of an event that you consider to constitute Good Reason (stating in reasonable detail the nature of the event giving rise thereto), (y) provide the Parent thirty (30) days to cure the Good Reason, and, (z) if the Good Reason is not cured, end your employment with the Parent or the Company within ninety (90) calendar days following such event.

“person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

“Pro Rata” means the fraction, the numerator of which is the number of days in the calendar year that have elapsed to, and including, Termination Date, and the denominator of which is 365.

12.RETURN OF PROPERTY

Upon termination of your employment with Company and/or its affiliates, regardless of the reason for such termination or who initiates it, you agree to promptly deliver and return to the Company and/or its affiliates, without retaining copies, all records, software, drawings, blueprints, notes, notebooks, memoranda, specifications, property and documents or materials of any kind or nature whatsoever which pertain in any way to the Company, its affiliates or their business. You must deliver to the Company and/or its affiliates any files or data on your personal computer hardware or software and thereafter permanently destroy such property so that it is irretrievable. You will provide the Company and/or its affiliates with all passwords to any equipment, systems, files or data you deliver.

13.CONFIDENTIALITY OF INFORMATION AND OWNERSHIP OF PROPRIETARY PROPERTY

This offer is conditional upon your compliance with the TransUnion Employee Agreement Regarding Inventions, Confidential Information and Trade Secrets Policy, which you agree to execute and deliver to the Parent in connection with this Agreement.

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14.NON-COMPETITION

You agree that you will not, without the prior written consent of the Parent, during your employment, and for a period of twelve (12) months thereafter (the “Restricted Period”), regardless of the reason for the termination of your employment or who initiates it, directly or indirectly, whether individually or in partnership or jointly or in conjunction with any other person, operate, be employed by, perform services for (directly or indirectly), whether as an independent or dependent contractor, advisor or consultant, or act as an officer or director of, any Competitive Business in all or part of Canada.

Notwithstanding the foregoing, you shall not be in default under this provision solely by virtue of:

(a)any involvement in an undertaking that carries on multiple businesses, one of which is a Competitive Business, provided you are not involved in the Competitive Business; or

(b)being employed by or providing services to a Competitive Business if such employment or services engagement is not in a Same or Similar Capacity. For the purposes of this employment agreement, “Same or Similar Capacity” means: (i) the same or similar capacity or function in which you worked for the Company or its affiliates at any time during the Lookback Period (as defined below); and/or (ii) any other capacity where your knowledge of confidential information of the Company or its affiliates could provide a competitive advantage to any Competitive Business.

“Competitive Business”means any business or person that has operations that generates a significant portion of its annual revenues from any line of business, product or service that competes with, or is meant to compete with, any Company Group (as defined below) line of business, product or service offered by the Company Group as of the date of termination or planned to be offered by the Company Group within the 12 months following termination, including, but not limited to, the following: LiveRamp Holdings, Inc.; The Dun & Bradstreet Corporation; Equifax, Inc.; Experian Group Limited; Fair Isaac Corporation; Reed Elsevier/LexisNexis; Verisk Analytics, Inc.; and Thomson Reuters Corporation. For the purposes of this document, the “Company Group” means, collectively, the Parent and any of its subsidiaries.

“Lookback Period” means: (A) the twelve (12)-month period prior to the termination of your employment; or (B) if your employment has not been terminated, at any time within the prior twelve (12)-month period.

15.NON-SOLICITATION OF CUSTOMERS

During the Restricted Period, you agree that you shall not, without the prior written consent of the Parent, regardless of the reason for the termination of your employment or who initiates it, directly or indirectly, (a) solicit business from any Customer (as defined below) in connection with any Competitive Business, (b) attempt to direct any Customer away from the Parent or its subsidiaries, (c) encourage any Customer to discontinue or alter any one or more of their relationships with the Parent or its subsidiaries, or (b) in any way interfere with the relationship between any Customer and the Parent or its subsidiaries.

“Customer” means a customer or client of the Parent or its subsidiaries that you, in the course of performing your employment duties, had direct and personal contact with or supervised an employee who had direct and personal contact with, in each case during the Lookback Period.

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16.NON-SOLICITATION OF EMPLOYEES

During the Restricted Period, you agree that you shall not, without the prior written consent of Parent, regardless of the reason for the termination of your employment or who initiates it, directly or indirectly, (a) induce or attempt to induce any Employee (as defined below) to leave the employ of the Company or its affiliates, as applicable, (b) in any way interfere with the relationship between the Company or its affiliate and any Employee; or (b) hire any Employee or any person who was to your knowledge an employee or consultant of the Company or any of its affiliates at any time during the previous six (6) months .

“Employee” means a person who, to your knowledge, is an employee or consultant of the Company or any of its affiliates.

17.NON-DISPARAGEMENT

You agree that you shall not, directly or indirectly, disparage the Parent and/or its subsidiaries and/or communicate, either in writing or orally, any statement that bears negatively on their reputation, services, products, principals, customers, policies, adherence to the law (unless otherwise required by law), shareholders, officers, directors, officials, executives, employees, agents, representatives, business or other legitimate interests of the Parent and/or its subsidiaries.

18.CONFLICT OF INTEREST

During your employment with the Parent and/or its subsidiaries, you will (a) ensure that your direct or indirect personal interests do not, whether potentially or actually, conflict with their interests or create a perceived conflict of interest (“Conflicts”); (b) promptly report to the CEOany Conflicts, including any direct or indirect business relationships and other related party transactions and arrangements between you, or your family members, and the Parent and/or its subsidiaries or a third-party doing business with, or who has submitted a business proposal to, the Parent and/or its subsidiaries; and (c) not be an investor, shareholder, joint venturer or partner in any enterprise, association, corporation, joint venture or partnership in any Competitive Business.

Notwithstanding the foregoing, you shall not be in default under this provision solely by virtue of holding, strictly for investment purposes and as a passive investor, not more than five percent (5%) of the issued and outstanding shares of a Competitive Business, the shares of which are listed on a recognized stock exchange.

19.ACKNOWLEDGEMENTS

You acknowledge that the restrictions contained in this Agreement do not preclude you from earning a livelihood, nor do they unreasonably impose limitations on your ability to earn a living. You acknowledge that you have carefully read this Agreement and have given careful consideration to the restraints imposed upon you by this Agreement and you are in full agreement regarding their necessity for the reasonable and proper protection of the business goodwill and competitive positions of the Parent and/or its subsidiaries now existing or to be developed in the future and that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

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You also acknowledge and agree that any breach or threatened breach of any of the provisions of this Agreement could cause irreparable damage to the Parent and/or its subsidiaries, that such harm could not be adequately compensated by their recovery of monetary damages, and that in the event of a breach or threatened breach thereof, the Parent and/or its subsidiaries shall have, in addition to any and all remedies at law or in equity, the right to an injunction, specific performance or other equitable relief as well as any equitable accounting of all your profits or benefits arising out of any such breach. It is further acknowledged and agreed that the remedies of the Parent and/or its subsidiaries specified in this paragraph are in addition to and not in substitution for any rights or remedies at law or in equity and that all such rights and remedies are cumulative and not alternative and that the Parent and/or its subsidiaries may have recourse to any one or more of its available rights or remedies as it shall see fit.

20.PERSONAL INFORMATION

For purposes of processing or administering your employment relationship, personal information that you provide to the Parent and/or its subsidiaries may be transferred to and accessed by an affiliate, or agents and contractors (such as payroll companies, insurance companies, information technology consultants, etc.) that provide services to the Parent and/or its subsidiaries, that may be located in the United States or elsewhere.

21.COMPLIANCE WITH EMPLOYMENT STANDARDS LEGISLATION

(a)It is the intention of you and the Company to comply with the ESA. Accordingly, this Agreement shall: (i) not be interpreted as in any way waiving or contracting out of the ESA; and (ii) be interpreted to achieve compliance with the ESA. This Agreement contains our mutual understanding and there shall be no presumption of strict interpretation against either party.

(b)It is understood and agreed that all provisions of this Agreement are subject to all applicable minimum requirements under the ESA. In the event that the ESA provides for superior entitlements upon termination of employment or otherwise (“Statutory Entitlements”) than provided for under this Agreement, the Company shall provide you with your Statutory Entitlements in substitution for your rights under this Agreement.

22.GOVERNING LAW & ABSENCE OF CLAIMS     

The terms and conditions of your employment under this Agreement will be governed by and construed in accordance with the laws of the province or territory in which you are employed and the federal laws of Canada applicable in that province or territory. In exchange for good and sufficient consideration, including the signing bonus, you agree that you have no claims against the Parent and/or its subsidiaries in respect of your employment prior to the date you execute this Agreement, whether under common law, contract or statute, including the ESA and human rights legislation, and that, by signing below, you fully and finally release all such claims.

23.SEVERABILITY

If, in any jurisdiction, any of these terms and conditions or their application to any party or circumstance is restricted, prohibited or unenforceable, such provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining terms and conditions and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.

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24.ENTIRE AGREEMENT

You acknowledge and agree that this Agreement contains the whole understanding between you and the Company with respect to the subject matter herein and supersedes and replaces all oral or written prior negotiations, representations or agreements (including your employment agreement dated July 24, 2014). Your agreement to the terms and conditions in this Agreement have not been induced by, nor do you rely upon or regard as material, any representations or writings whatsoever not incorporated into or made a part of these terms and conditions. You further agree that the terms and conditions cannot be amended, modified or supplemented except by subsequent written agreement signed by you and the Company. This Agreement may be executed in counterparts and the counterparts may be executed and delivered by electronic means, with all the counterparts together constituting one agreement.

25.COUNTERPARTS

This Agreement may be executed in separate counterparts (including by means of electronic signature pages) each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

26.SUCCESSORS AND ASSIGNS

Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by you and the Company and its respective successors and assigns; provided that your rights and obligations under this Agreement may not be assigned or delegated without the prior written consent of the Company and provided further that the assignment cannot increase the nature and scope of the restrictive covenants without your written consent.

27.CURRENCY AND DEDUCTIONS

The Parent and/or its subsidiaries may withhold from any amounts payable to you federal, provincial or other taxes and statutory or authorized deductions, including contributions to the cost of employee benefits, if any. Unless otherwise specified, all references to money in this agreement are to Canadian currency.

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You acknowledge and agree that you have been given the opportunity to obtain your own independent legal advice concerning this offer and that by signing below, you acknowledge and agree that all the conditions of this offer are fair and reasonable and you have accepted this offer of your own free will. You specifically acknowledge that the termination clause in this agreement displaces any entitlement to reasonable notice of termination under common law.

[Signatures to follow.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

PARENT:

TransUnion

By: /s/ Christopher A. Cartwright            

    Christopher A. Cartwright

President & Chief Executive Officer

COMPANY:

Trans Union of Canada, Inc.

By:     /s/ Todd M. Cello                

    Todd M. Cello

    Vice President & Treasurer

EXECUTIVE:

By:    /s/ Todd Skinner                

Todd Skinner

EX-10.3

Exhibit 10.3

TRANSUNION

SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT

THIS AGREEMENT is made as of [INSERT DATE], between TransUnion, a Delaware corporation (together with all of its current and future direct and indirect subsidiaries, the “Company”), and [ ] (the “Executive”). Capitalized terms are defined either in the text of this Agreement or Section 10 hereof.

WHEREAS, Executive is employed as a senior management employee of the Company, and will have significant responsibility for the Company’s continued growth and success;

WHEREAS, in his role, Executive will be in receipt of the Company’s confidential information and trade secrets concerning all aspects of the Company’s business and as a result, the Company is requiring that Executive enter into this Severance and Restrictive Covenant Agreement as a condition of continued employment with the Company; and

WHEREAS, in order to protect such confidential information and trade secrets and in order to incent Executive to perform to the highest possible standards, Executive and the Company desire to enter into this Severance and Restrictive Covenant Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

Section 1.Severance. Upon either (i) the Company’s termination of Executive’s employment without Cause or (ii) Executive’s resignation for Good Reason (each a “Covered Termination”), Executive shall be entitled to receive, subject to the conditions set forth herein, each of the following amounts or other benefits:

(a)Executive’s Base Salary Multiple;

(b)if a Covered Termination occurs on or after July 1 in a given calendar year, a Pro Rata portion of Executive’s Bonus for the year in which a Covered Termination occurs;

(c)a lump sum amount equal to the Company’s estimate of the COBRA premiums for the 18-month period following a Covered Termination if Executive, for himself and his eligible dependents, continued on COBRA for such period;

(d)the services of an outplacement agency of Executive’s choosing for a period of up to one year and with a maximum value of $35,000 USD (any payments pursuant to this Section 1(d) shall be made directly to the outplacement firm for services rendered

upon receipt of satisfactory documentation), provided that the payment or reimbursement must be completed no later than the last day of the second calendar year following the calendar year in which the Covered Termination occurs);

(e)if a Covered Termination occurs on or after October 1 in a given calendar year, an amount equal to the Company’s discretionary non-elective 401(k) retirement contribution that Executive would have received for the year in which a Covered Termination occurs if Executive had remained employed through the last working day of that year.

Executive shall be entitled to receive the payments and benefits provided in this Section 1 if and only if (i) Executive has executed and delivered to the Company a general release in substantially the form set forth in Exhibit A attached hereto, with any modifications as may be necessary to reflect changes in applicable law from and after the date hereof (the “General Release”), following a Covered Termination and the General Release has become effective within 60 days following the Date of such Termination (or, if greater, the minimum period required by applicable law), and (ii) Executive has complied in all respects and continues to comply in all respects with the provisions of Section 2, Section 3 and Section 5. All payments and other benefits owed to Executive under this Section 1 shall be subject to the terms and conditions of Section 8, and shall be paid as follows, except as modified by Section 8: (a) the amounts in clause (a) shall be paid in regular equal installments in accordance with the Company’s customary payroll practices over a period not to exceed 18 months, but in no event less frequently than monthly, (b) the amounts in clause (b) shall be paid at the same time as the Company pays its other bonuses for such year, (c) the benefit in clause (c) shall be paid within 60 days following the Covered Termination, (d) the benefits in clause (d) shall be paid in accordance with their terms, and (e) the amount in clause (e) shall be paid within 60 days following the Covered Termination. Executive shall not be entitled to any other salary, compensation or benefits following termination of employment with the Company, except as otherwise specifically provided for in the Company’s employee benefit plans, in a written agreement between the Company and Executive or as otherwise expressly required by applicable law.

This Section 1 does not govern and the General Release is not required with respect to, payment of accrued but unpaid salary, accrued but unpaid paid time off, any rights under any separate deferred compensation plan, and any rights under benefit plans such as the Company’s 401(k) Plan as of the termination of employment.

Section 2.Noncompetition. Executive acknowledges and agrees with the Company that Executive’s services to the Company are unique in nature and that the Company would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the Company. Executive accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the first anniversary of the Date of Termination (the “Noncompetition Period”), Executive shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint

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venture or other entity, participate in any Competitive Business (including, without limitation, any division, group or franchise of a larger organization). For purposes of this Agreement, the term “participate in” (with the term “participating in” having a correlative meaning with the foregoing) shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). The foregoing restrictions on the Executive are not applicable (i) if the Executive’s employment with the Company is terminated by the Company without Cause, and (ii) to any passive investment made by the Executive in any public entity that is or includes a Competitive Business, provided such investment is not greater than 3% of market value of such public entity.

Section 3.Nonsolicitation. Executive further covenants and agrees that during the Noncompetition Period, Executive shall not, directly or indirectly (i) induce or attempt to induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any such employee, (ii) hire directly or through another entity any person who is then an employee of the Company or was an employee of the Company within six months preceding the date of such attempted hiring, (iii) induce or attempt to induce any customer or client of the Company to (A) cease doing business with the Company or (B) acquire any Competitive Service from any person or entity other than the Company or its Affiliates or (iv) in any way interfere with the relationship between any such customer or client and the Company. For purposes of this Agreement, the term “customer or client” means, while Executive is employed, any customer or client (with client including data and information providers to the Company) of the Company during the period from the date of this Agreement to the Date of Termination and, for portions of the Noncompetition Period following the Date of Termination, any customer or client (including data providers) of the Company as of the Date of Termination or within the six months preceding the Date of Termination.

Section 4.Geographic Scope. The provisions of Section 2 and Section 3 shall apply, while Executive is employed, to countries in which the Company conducts business during the period from the date of this Agreement to the Date of Termination and, with respect to portions of the Noncompetition Period following the Date of Termination, to the countries in which (i) the Company conducted business as of the Date of Termination or (ii) as of the Date of Termination, the Company had approved plans to conduct business within the following 12 months.

Section 5.Nondisparagement. Executive shall not, directly or indirectly, disparage the Company and/or communicate, either in writing or orally, any statement that bears negatively on the Company’s reputation, services, products, principals, customers, policies, adherence to the law (unless otherwise required by law), shareholders, officers, directors,

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officials, executives, employees, agents, representatives, business or other legitimate interests of the Company.

Section 6.Acknowledgments. Executive acknowledges that the restrictions contained in this Agreement do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. Executive agrees and acknowledges that the potential harm to the Company resulting from the non-enforcement of Section 2, Section 3, or Section 5 outweighs any potential harm to Executive of the enforcement of such provisions by injunction or otherwise. Executive acknowledges that [she/he] has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full agreement regarding their necessity for the reasonable and proper protection of the business goodwill and competitive positions of the Company now existing or to be developed in the future and that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. The Company agrees that it will provide notice of any purported violations of this Agreement by Executive, as well as an opportunity during the 30 days thereafter to cure the purported violations; provided that the violations are not willful violations and can reasonably be cured within 30 days.

Section 7.Maintaining Confidential Information. Executive agrees not to disclose any confidential information acquired while an employee of the Company to any other person or use such information in any manner that is detrimental to the Company's interests, as reflected in the Inventions, Confidential Information and Trade Secrets Agreement previously signed and affirmed by Executive and the related Inventions, Confidential Information and Trade Secrets Policy #251. Executive further agrees to honor the terms of that agreement and policy including, without limitation, those terms that survive Executive’s employment with the Company.

Section 8.Section 409A Compliance.

(a)The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

(b)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any

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such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(c)Notwithstanding any other payment schedule provided herein to the contrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply:

(i)With regard to any payment that is considered “non-qualified deferred compensation” under Code Section §409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section §409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 8 (whether otherwise payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein; and

(ii)To the extent that any benefits to be provided during the Delay Period are considered “non-qualified deferred compensation” under Code Section §409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section §409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement.

(d)To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within 60 days following the Date of Termination. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i)To the extent any such cash payments or continuing benefits to be provided are not “non-qualified deferred compensation” for purposes of Code Section §409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include all

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amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the Date of Termination, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Date of Termination.

(ii)To the extent any such cash payments or continuing benefits to be provided are “non-qualified deferred compensation” for purposes of Code Section §409A, then such payments or benefits shall be made or commence upon the date provided in Section 8(d)(i), provided that if the 60th day following the Date of Termination falls in the calendar year following the calendar year containing the Date of Termination, the payment will be made no earlier than the first business day of that following calendar year. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Date of Termination, and any payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the Date of Termination.

(e)To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Code §409A, (i) all such expenses or other reimbursements under this Agreement shall be made in accordance with the Company’s normal procedures for reimbursement but in any event on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(f)For purposes of Code Section §409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 60 days following the Date of Termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of Code Section §409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code Section §409A.

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Section 9.Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

To the Company:

Attention: EVP, Human Resources, 555 W. Adams Street, Chicago, Illinois 60661

To the Executive:

At the address contained in the Company’s personnel records

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or the next business day if sent by overnight courier or, if mailed, five days after deposit in the U.S. mail.

Section 10.Definitions. For purposes of this Agreement, the following definitions will apply:

(a)“Base Salary Multiple” shall mean an amount equal to 1.5 times (or 150% of) the sum of (i) Executive’s annualized base salary during the year a Covered Termination occurs and (ii) the average of Executive’s previous two years of actual annual bonuses under the annual bonus plan maintained by the Company, or if Covered Termination occurs prior to two years of actual bonuses, an amount equal to the prior year’s bonus.

(b)“Board” shall mean the Company’s board of directors.

(c)“Bonus” shall mean with respect to Executive, the target bonus amount Executive could receive for performance during the year a Covered Termination occurs pursuant to the Company’s annual bonus plan assuming Executive had remained an employee of the Company for the remainder of the annual performance period and the performance goals established by the Board (or any Committee thereof) in conjunction with such target annual bonus were achieved.

(d)“Cause” shall have the meaning given to such term in an employment or similar agreement entered into by Executive with the Company or any of its Affiliates, or in the absence of such an agreement (or the absence of any definition of “Cause” therein) shall mean any of the following as determined by the Board in its good faith discretion: (i) a breach by Executive of the terms of any employment or similar agreement to which Executive is a party with the Company or any of its Affiliates, (ii) if Executive has no such agreement, a breach of the terms of Executive’s employment (including, without limitation, the material policies of the Company or any of its Affiliates, as applicable, relating to sexual

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harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company and its Affiliates); (iii) the willful failure or refusal to perform Executive’s material duties for the Company or any of its Affiliates, as applicable; (iv) insubordination or the disregard of the legal directives of the Board or senior management of the Company or any of its Affiliates, as applicable, which are not inconsistent with the scope, ethics and nature of Executive’s duties and responsibilities; (v) engaging in misconduct that has, or could reasonably be expected to have, a material and adverse impact on the reputation, business, business relationships or financial condition of the Company or any of its Affiliates; (vi) the commission of an act of fraud or embezzlement or acts of personal dishonesty involving personal profit against the Company or any of its Affiliates; or (vii) any commission of acts constituting, any conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving fraud or misrepresentation, or other crime that results, or could reasonably be expected to result, in material harm to the reputation, business, business relationships or financial condition of the Company or any of its Affiliates; provided, however, that Cause shall not be deemed to exist under any of the foregoing clauses (i), (ii), (iii) or (iv) unless Executive has been given reasonably detailed written notice of the grounds for such Cause and, if curable, Executive has not effected a cure within 20 days after the date of receipt of such notice.

(e)“Competitive Business” means any business or person that has operations that generate a significant portion of its annual revenues from any line of business, product or service that competes with, or is meant to compete with, any Company line of business, product or service offered by the Company as of the Date of Termination or planned to be offered by the Company within the 12 months following the Date of Termination, including, but not limited to, the following: The Dun & Bradstreet Corporation, Equifax, Inc., Experian Group Limited, Fair Isaac Corporation, ReedElsevier/LexisNexis, Verisk Analytics, Acxiom Corporation and Thomson Reuters.

(f)“Competitive Service” means any product or service that competes with, or is meant to compete with, any line of business, product or service offered by the Company as of the date of termination or planned to be offered by the Company within the 12 months following termination.

(g)“Date of Termination” shall mean the date of the termination of the employment relationship between the Company and Executive for any reason.

(h)“Good Reason” shall have the meaning given to such term in an employment or similar agreement entered into by Executive with the Company, or in the absence of such an agreement shall mean, with respect to Executive’s resignation of employment with the Company, the occurrence, without Executive’s consent, of any of the following events: (i) a material reduction in position, overall responsibilities, level of authority, title or level of reporting; (ii) a material reduction in the Executive’s base compensation and annual incentive compensation opportunity, measured in the aggregate,

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which is not the result of a uniformly applied adjustment across all similarly situated personnel within the Company; or (iii) a requirement that the Executive's location of employment be relocated by more than fifty (50) miles from the Executive’s then-current location; provided that Executive must (x) provide written notice to the Company within 90 calendar days following the occurrence of an event that Executive considers to constitute Good Reason (stating in reasonable detail the nature of the event giving rise thereto), (y) provide the Company thirty (30) days to cure the Good Reason, and, (z) if the Good Reason is not cured, end Executive’s employment with the Company within ninety (90) calendar days following such event.

(i)“person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(j)“Pro Rata” means the fraction, the numerator of which is the number of days in the calendar year that have elapsed to, and including, Termination, and the denominator of which is 365.

Section 11.General Provisions.

(a)Not an Employment Agreement. Executive and the Company acknowledge and agree that this Agreement is not intended and should not be construed to grant Executive any right to continued employment with the Company or to otherwise define the terms of Executive’s employment with the Company.

(b)Indemnification. As a material condition to Executive’s agreeing to these new restrictions, the Company will not amend, modify, or repeal any provision of the Company’s Certificate of Incorporation or By-laws that was in effect as of the date of this Agreement if such amendment, modification or repeal would materially and adversely affect Executive’s right to indemnification by the Company, nor will the Company violate or breach any obligation of the Company to indemnify Executive or advance any expenses to Executive as a result of actions by Executive as an officer, director, agent, representative or employee of the Company.

(c)Absence of Conflicting Agreements. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which [she/he] is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or any agreement or contract requiring Executive to assign inventions to another person and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that [she/he] has consulted with independent

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legal counsel regarding [her/his] rights and obligations under this Agreement and that [she/he] fully understands the terms and conditions contained herein.

(d)Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. If, at the time of enforcement of Section 2 or Section 3, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law.

(e)Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(f)Counterparts. This Agreement may be executed in separate counterparts (including by means of electronic signature pages), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(g)Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and Executive and their respective successors and assigns; provided that the rights and obligations of Executive under this Agreement may not be assigned or delegated without the prior written consent of the Company and provided further that the assignment cannot increase the nature and scope of the restrictive covenants without Executive’s written consent.

(h)Choice of Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by the internal law, and not the law of conflicts, of the State of Illinois.

(i)WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL), THE COMPANY AND EXECUTIVE EACH EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR

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ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(j)Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its/his/her favor. The parties hereto agree and acknowledge that Executive’s breach of any term or provision of this Agreement shall materially and irreparably harm the Company, that money damages shall accordingly not be an adequate remedy for any breach of the provisions of this Agreement by Executive and that the Company in its sole discretion and in addition to any other remedies it may have at law or in equity shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Agreement (without posting any bond or deposit).

(k)Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive.

(l)No Mitigation of Damages. The provisions of this Agreement are not intended to, nor shall they be construed to, require that Executive seek or accept other employment following termination and amounts payable and welfare benefits provided under this Agreement to Executive shall not be reduced by Executive’s acceptance of (or failure to seek or accept) employment with another person. The Company’s obligations to make the payment and provide the welfare benefits required for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set off, counterclaim, recoupment, defense or other claim, rights or action that the Company may have against Executive or others.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

COMPANY:

TRANSUNION

By:

    [Insert name]

[Insert title]

EXECUTIVE:

By:

    [Insert name]

[Signature Page to [insert name] Severance and Restrictive Covenant Agreement]

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Exhibit A

GENERAL RELEASE

I, ______________, in consideration of and subject to the performance by TransUnion, a Delaware Corporation (together with its subsidiaries, the “Company”), of its obligations under my Severance and Restrictive Covenant Agreement, dated as of [________, ____] (the “Severance Agreement”), do hereby release and forever discharge as of the date hereof the Company, its subsidiaries and its affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company, its subsidiaries and its affiliates and the Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.

1.I understand that any payments or benefits paid or granted to me under Section 1 of the Severance Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I shall not receive the payments and benefits specified in Section 1 of the Severance Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. [I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.]1

2.Except as provided in paragraph 4 below and except for the provisions of the Severance Agreement, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company and its subsidiaries or for any other reason (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Fair Labor Standards Act of 1938, the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any

1     Include in final when true.

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other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

3.I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.The parties agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release, nor does it waive any rights I may have to indemnification or advancement of fees and expenses in connection with indemnification.

5.I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever (including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief). Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law (including, without limitation, the right to file an administrative charge or participate in an administrative investigation or proceeding); provided that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding.

6.In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including, without limitation, those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Separation Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7.I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any other Released Party or myself of any improper or unlawful conduct.

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8.I agree that I will forfeit all amounts payable by the Company and its Subsidiaries pursuant to the Severance Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or any other Released Parties with respect to matters released above, I shall pay all costs and expenses of defending against the suit incurred by the Released Parties (including, without limitation, reasonable attorneys’ fees, and return all payments received by me pursuant to the Severance Agreement).

9.I agree that this General Release and the Severance Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Severance Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I shall instruct each of the foregoing not to disclose the same to anyone. Notwithstanding the foregoing, I or my legal counsel can disclose the restrictive covenants in the Severance Agreement to any person or entity from which I am seeking employment or another relationship potentially covered by such covenants, so long as I advise such person or entity to, and they agree to, keep them confidential.

10.The non-disclosure provisions in this General Release do not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any other self-regulatory organization or governmental entity. Furthermore, nothing in this General Release prohibits me from communicating with any federal, city or state governmental entity charged with the enforcement of any law or to file a charge or participate in the administrative process.

11.I agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company and its subsidiaries upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company and its subsidiaries pertinent information; and turning over to the Company all relevant documents which are or may come into my possession all at times and on schedules that are reasonably consistent with my other permitted activities and commitments. I understand that in the event the Company asks for my cooperation in accordance with this provision, the Company shall reimburse me solely for reasonable travel expenses (including lodging and meals) upon my submission of receipts.

12.I agree not to disparage the Company, its and its Subsidiaries’ past and present investors, officers, directors or employees or its affiliates (unless otherwise required by law) and to keep all confidential and proprietary information about the past or present business affairs of the Company and its subsidiaries and its affiliates confidential unless a prior written release from the Company is obtained or as required by law. I further agree that as of the date hereof, I have returned to the Company any and all property, tangible or intangible, relating to its Subsidiaries’ business, which I possessed or had control over at any time (including, but not

- 15 -

limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.

13.Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Severance Agreement after the date hereof.

14.Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

I HAVE READ IT CAREFULLY;

I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

I HAVE BEEN ADVISED IN WRITING BY MEANS OF THIS GENERAL RELEASE AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __, _____ TO CONSIDER IT AND THE CHANGES MADE SINCE THE _______________ __, _____ VERSION OF THIS GENERAL RELEASE ARE NOT MATERIAL AND SHALL NOT RESTART THE REQUIRED 21-DAY PERIOD OR I HAVE ELECTED TO SIGN THIS RELEASE PRIOR TO THE END OF SUCH 21-DAY PERIOD;

THE CHANGES TO THE SEVERANCE AGREEMENT SINCE _______________ ___, _____ EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.

- 16 -

I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY ATTORNEY RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE: _____________ _________________________________

    Executive’s Name

- 17 -

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Christopher A. Cartwright, certify that:

1. I have reviewed this report on Form 10-Q of TransUnion;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 26, 2021

/s/ Christopher A. Cartwright

                                Name: Christopher A. Cartwright

                                Title: Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Todd M. Cello, certify that:

1. I have reviewed this report on Form 10-Q of TransUnion;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 26, 2021

/s/ Todd M. Cello

                                Name: Todd M. Cello

                                Title: Chief Financial Officer

EX-32

Exhibit 32

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of TransUnion for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christopher A. Cartwright, as Chief Executive Officer of the Company, and Todd M. Cello, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TransUnion.

October 26, 2021

/s/ Christopher A. Cartwright

Name: Christopher A. Cartwright

Title: Chief Executive Officer

/s/ Todd M. Cello

Name: Todd M. Cello

Title: Chief Financial Officer

This certification accompanies this Form 10-Q and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.

XML

Document and Entity Information shares in Millions	9 Months Ended
	Sep. 30, 2021 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-37470
Entity Registrant Name	TransUnion
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	61-1678417
Entity Address, Address Line One	555 West Adams,
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
City Area Code	312
Local Phone Number	985-2000
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TRU
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	191.6
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001552033
Current Fiscal Year End Date	--12-31

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 708.8	$ 493.0
Trade accounts receivable, net of allowance of $23.9 and $26.6	513.6	453.7
Other current assets	228.2	159.5
Total current assets	1,450.6	1,106.2
Property, plant and equipment, net of accumulated depreciation and amortization of $622.0 and $548.9	196.4	223.2
Goodwill	3,424.7	3,461.5
Other intangibles, net of accumulated amortization of $1,945.8 and $1,752.2	2,161.2	2,284.6
Other assets	275.5	236.1
Total assets	7,508.4	7,311.6
Current liabilities:
Trade accounts payable	227.7	193.2
Short-term debt and current portion of long-term debt	76.5	55.5
Other current liabilities	375.8	415.8
Total current liabilities	680.0	664.5
Long-term debt	3,253.1	3,398.7
Deferred taxes	419.8	396.8
Other liabilities	174.3	215.5
Total liabilities	4,527.2	4,675.5
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at September 30, 2021 and December 31, 2020, 197.2 million and 195.7 million shares issued at September 30, 2021 and December 31, 2020, respectively, and 191.6 million shares and 190.5 million shares outstanding as of September 30, 2021 and December 31, 2020, respectively	2.0	2.0
Additional paid-in capital	2,161.5	2,088.1
Treasury stock at cost; 5.6 million and 5.2 million shares at September 30, 2021 and December 31, 2020, respectively	(250.1)	(215.2)
Retained earnings	1,255.7	937.4
Accumulated other comprehensive loss	(288.3)	(272.1)
Total TransUnion stockholders’ equity	2,880.8	2,540.2
Noncontrolling interests	100.4	95.9
Total stockholders’ equity	2,981.2	2,636.1
Total liabilities and stockholders’ equity	$ 7,508.4	$ 7,311.6

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts Receivable, Allowance for Credit Loss, Current	$ 23.9	$ 26.6
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	622.0	548.9
Finite-Lived Intangible Assets, Accumulated Amortization	$ 1,945.8	$ 1,752.2
Common Stock, Shares, Issued	197.2	195.7
Common Stock, Shares, Outstanding	191.6	190.5
Treasury Stock, Shares	5.6	5.2
Common Stock, Shares Authorized	1,000.0	1,000.0
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01

XML

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 791.6	$ 695.9	$ 2,311.1	$ 2,017.9
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	259.1	222.4	752.6	666.1
Selling, general and administrative	247.3	219.0	682.4	655.4
Depreciation and amortization	95.9	92.2	288.6	273.4
Total operating expenses	602.3	533.6	1,723.6	1,594.9
Operating income	189.4	162.3	587.5	423.0
Non-operating income and (expense)
Interest expense	(25.7)	(27.6)	(77.1)	(98.7)
Interest income	1.0	1.2	2.5	4.2
Earnings from equity method investments	2.9	2.1	8.6	6.7
Other income and (expense), net	(10.3)	0.8	(10.8)	(6.9)
Total non-operating income and (expense)	(32.2)	(23.6)	(76.8)	(94.7)
Income before income taxes	157.2	138.7	510.7	328.3
Provision for income taxes	(39.0)	(32.1)	(129.1)	(77.3)
Net income	118.2	106.7	381.7	251.0
Less: net (income) loss attributable to the noncontrolling interests	(4.0)	(3.9)	(12.0)	(9.5)
Net income attributable to TransUnion	$ 114.2	$ 102.8	$ 369.7	$ 241.5
Weighted-average shares outstanding:
Basic	191.6	190.2	191.3	189.8
Diluted	193.1	192.3	192.9	192.1
Earnings Per Share:
Basic	$ 0.60	$ 0.54	$ 1.93	$ 1.27
Diluted	$ 0.59	$ 0.53	$ 1.92	$ 1.26

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Net income	$ 118.2	$ 106.7	$ 381.7	$ 251.0
Foreign currency translation:
Foreign currency translation adjustment	(54.0)	54.5	(49.7)	(124.6)
Benefit (expense) for income taxes	0.1	0.0	0.1	1.9
Foreign currency translation, net	(53.9)	54.5	(49.6)	(122.7)
Hedge instruments:
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	9.3	6.4	42.5
Benefit (expense) for income taxes	(2.3)	(1.4)	(10.6)	12.4
Hedge instruments, net	7.0	5.0	31.9	(36.8)
Available-for-sale securities:
Net unrealized (loss) gain	(0.1)	0.0	0.0	0.0
Provision for income taxes	0.0	0.0	0.0	0.0
Available-for-sale securities, net	(0.1)	0.0	0.0	0.0
Total other comprehensive income (loss), net of tax	(47.0)	59.5	(17.7)	(159.5)
Comprehensive income	71.2	166.2	364.0	91.5
Less: comprehensive income attributable to noncontrolling interests	(3.4)	(4.5)	(10.5)	(8.2)
Comprehensive income (loss) attributable to TransUnion	67.8	161.7	353.5	83.3
Interest Rate Cap
Hedge instruments:
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	0.0	0.0	0.0	4.1
Hedge instruments, net				3.1
Interest Rate Swap
Hedge instruments:
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	$ 9.3	$ 6.4	$ 42.5	(53.3)
Hedge instruments, net				$ (39.9)

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net income	$ 381.7	$ 251.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	288.6	273.4
Net (gain) loss on investments in affiliated companies and other investments	(12.3)	0.5
Deferred taxes	13.2	(25.2)
Stock-based compensation	51.6	29.6
Provision for losses on trade accounts receivable	0.7	11.4
Other	1.0	6.1
Changes in assets and liabilities:
Trade accounts receivable	(63.2)	(43.4)
Other current and long-term assets	(40.5)	(9.6)
Trade accounts payable	35.6	7.3
Other current and long-term liabilities	3.8	57.1
Cash provided by operating activities	660.2	558.2
Cash flows from investing activities:
Capital expenditures	(158.1)	(131.7)
Proceeds from sale/maturities of other investments	27.8	52.3
Purchases of other investments	(53.7)	(65.0)
Investments in nonconsolidated affiliates and purchases of convertible notes	(41.6)	(12.3)
Proceeds from Divestiture of Businesses and Interests in Affiliates	18.7	1.6
Other	(1.1)	1.6
Cash used in investing activities	(208.0)	(153.5)
Cash flows from financing activities:
Repayments of debt	(127.5)	(45.0)
Proceeds from issuance of common stock and exercise of stock options	21.2	21.7
Dividends to shareholders	(51.5)	(43.3)
Employee taxes paid on restricted stock units recorded as treasury stock	(34.8)	(35.5)
Payment of contingent consideration	(32.4)	(6.4)
Distributions to noncontrolling interests	(6.5)	(1.4)
Cash used in financing activities	(231.5)	(109.9)
Effect of exchange rate changes on cash and cash equivalents	(4.9)	(14.9)
Net change in cash and cash equivalents	215.8	279.9
Cash and cash equivalents, beginning of period	493.0	274.1
Cash and cash equivalents, end of period	$ 708.8	$ 554.0

XML

Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Paid-In Capital	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interests	Total
Balance (in shares) at Dec. 31, 2019		188.7
Balance at Dec. 31, 2019		$ 1.9	$ 2,022.3	$ (179.2)	$ 652.0	$ (251.6)	$ 94.0	$ 2,339.4
Net income					70.2
Net income							4.1
Net income								74.3
Other comprehensive income						(216.6)	(1.7)	(218.3)
Stock-based compensation			4.1					4.1
Employee share purchase plan		0.1
Employee share purchase plan		$ 0.0	8.9					8.9
Exercise of stock options		0.4
Exercise of stock options		$ 0.0	2.8					2.8
Vesting of restricted stock units		0.9
Vesting of restricted stock units		$ 0.0						0.0
Treasury stock purchased		(0.3)
Treasury stock purchased				(32.6)				(32.6)
Dividends to shareholders					(14.4)			(14.4)
Other					(0.1)		0.1	0.0
Balance (in shares) at Mar. 31, 2020		189.8
Balance at Mar. 31, 2020		$ 1.9	2,038.1	(211.8)	707.7	(468.2)	96.5	2,164.2
Balance (in shares) at Dec. 31, 2019		188.7
Balance at Dec. 31, 2019		$ 1.9	2,022.3	(179.2)	652.0	(251.6)	94.0	2,339.4
Net income	$ 241.5
Net income	251.0
Other comprehensive income	(159.5)
Balance (in shares) at Sep. 30, 2020		190.3
Balance at Sep. 30, 2020		$ 2.0	2,074.0	(214.7)	850.3	(409.7)	100.3	2,402.2
Balance (in shares) at Mar. 31, 2020		189.8
Balance at Mar. 31, 2020		$ 1.9	2,038.1	(211.8)	707.7	(468.2)	96.5	2,164.2
Net income					68.5
Net income							1.5
Net income								70.0
Other comprehensive income						(0.4)	(0.2)	(0.6)
Stock-based compensation			15.9					15.9
Exercise of stock options		0.3
Exercise of stock options		$ 0.1	2.5					2.6
Treasury stock purchased		0.0
Treasury stock purchased				(0.4)				(0.4)
Dividends to shareholders					(14.5)			(14.5)
Other			(0.1)				(0.5)	(0.6)
Balance (in shares) at Jun. 30, 2020		190.1
Balance at Jun. 30, 2020		$ 2.0	2,056.4	(212.2)	761.7	(468.6)	97.3	2,236.6
Net income	102.8				102.8
Net income							3.9
Net income	106.7							106.7
Other comprehensive income	59.5					58.9	0.6	59.5
Distributions to noncontrolling interests							(1.4)	(1.4)
Stock-based compensation			7.2					7.2
Employee share purchase plan		0.1
Employee share purchase plan		$ 0.0	10.2					10.2
Exercise of stock options		0.0
Exercise of stock options		$ 0.0	0.2					0.2
Vesting of restricted stock units		0.1
Vesting of restricted stock units		$ 0.0						0.0
Treasury stock purchased		0.0
Treasury stock purchased				(2.5)				(2.5)
Dividends to shareholders					(14.3)			(14.3)
Other					0.1		(0.1)	0.0
Balance (in shares) at Sep. 30, 2020		190.3
Balance at Sep. 30, 2020		$ 2.0	2,074.0	(214.7)	850.3	(409.7)	100.3	2,402.2
Balance (in shares) at Dec. 31, 2020		190.5
Balance at Dec. 31, 2020	2,636.1	$ 2.0	2,088.1	(215.2)	937.4	(272.1)	95.9	2,636.1
Net income					127.9
Net income							2.7
Net income								130.6
Other comprehensive income						11.7	(1.0)	10.7
Stock-based compensation			17.0					17.0
Employee share purchase plan		0.1
Employee share purchase plan		$ 0.0	10.7					10.7
Exercise of stock options		0.1
Exercise of stock options		$ 0.0	1.0					1.0
Vesting of restricted stock units		0.9
Vesting of restricted stock units		$ 0.0						0.0
Treasury stock purchased		(0.3)
Treasury stock purchased				(28.5)				(28.5)
Dividends to shareholders					(14.5)			(14.5)
Balance (in shares) at Mar. 31, 2021		191.3
Balance at Mar. 31, 2021		$ 2.0	2,116.8	(243.8)	1,050.8	(260.3)	97.6	2,763.1
Balance (in shares) at Dec. 31, 2020		190.5
Balance at Dec. 31, 2020	2,636.1	$ 2.0	2,088.1	(215.2)	937.4	(272.1)	95.9	2,636.1
Net income	369.7
Net income	381.7
Other comprehensive income	(17.7)
Balance (in shares) at Sep. 30, 2021		191.6
Balance at Sep. 30, 2021	2,981.2	$ 2.0	2,161.5	(250.1)	1,255.7	(288.3)	100.4	2,981.2
Balance (in shares) at Mar. 31, 2021		191.3
Balance at Mar. 31, 2021		$ 2.0	2,116.8	(243.8)	1,050.8	(260.3)	97.6	2,763.1
Net income					127.6
Net income							5.2
Net income								132.9
Other comprehensive income						18.5	0.1	18.6
Distributions to noncontrolling interests							(0.6)	(0.6)
Stock-based compensation			15.9					15.9
Exercise of stock options		0.2
Exercise of stock options		$ 0.0	1.0					1.0
Vesting of restricted stock units		0.1
Vesting of restricted stock units		$ 0.0						0.0
Treasury stock purchased		(0.1)
Treasury stock purchased				(5.4)				(5.4)
Dividends to shareholders					(18.4)			(18.4)
Other							0.5	0.5
Balance (in shares) at Jun. 30, 2021		191.5
Balance at Jun. 30, 2021		$ 2.0	2,133.7	(249.2)	1,160.1	(241.9)	102.9	2,907.6
Net income	114.2				114.2
Net income							4.0
Net income	118.2							118.2
Other comprehensive income	(47.0)					(46.4)	(0.6)	(47.0)
Distributions to noncontrolling interests							(5.9)	(5.9)
Stock-based compensation			16.1					16.1
Employee share purchase plan		0.1
Employee share purchase plan		$ 0.0	11.4					11.4
Exercise of stock options		0.0
Exercise of stock options		$ 0.0	0.2					0.2
Vesting of restricted stock units		0.0
Vesting of restricted stock units		$ 0.0						0.0
Treasury stock purchased		0.0
Treasury stock purchased				(0.9)				(0.9)
Dividends to shareholders					(18.6)			(18.6)
Balance (in shares) at Sep. 30, 2021		191.6
Balance at Sep. 30, 2021	$ 2,981.2	$ 2.0	$ 2,161.5	$ (250.1)	$ 1,255.7	$ (288.3)	$ 100.4	$ 2,981.2

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Significant Accounting and Reporting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting and Reporting Policies

Significant Accounting and Reporting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on February 16, 2021.

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. 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.

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.

Impact of COVID-19 On Our Financial Statements

Beginning in the middle of March 2020, the economic effect of the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. While we continue to see improvements in demand for our services to varying degrees in the markets where we operate since the low point in April 2020, including encouraging results in the first three quarters of 2021, given the continuously evolving and unpredictable nature of the pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business, including our results of operations and financial condition, in the future.

Recently Announced Transactions

On September 13, 2021, we announced our agreement to acquire Neustar, Inc. for $3.1 billion in cash, subject to customary purchase price adjustments. We intend to finance the acquisition through a combination of debt financing and cash on hand, and have entered into a debt commitment letter which provides for a senior secured term loan facility in an aggregate principal amount of up to $3.1 billion. We expect the acquisition to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals.

On October 26, 2021, we announced our agreement to acquire Sontiq, Inc. for $638 million in cash, subject to customary purchase price adjustments. We intend to finance the acquisition through a combination of debt financing and cash on hand, and have entered into a debt commitment letter which provides for a new secured term loan facility in an aggregate principal

amount of up to $640 million. We expect the acquisition to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals.

In connection with executing on our strategic initiatives and positioning TransUnion for attractive long-term growth, in October 2021, we signed an agreement to sell our Healthcare business for $1.735 billion in cash subject to customary purchase price adjustments. We are targeting a closing of this transaction in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals. We expect to realize a material gain on sale of the Healthcare business and intend to use the net proceeds from this sale to prepay debt and for other general corporate purposes as permitted under the Senior secured credit facilities. We report the financial results of the Healthcare business within our U.S. Markets Reportable segment. We expect to report the Healthcare business as a discontinued operation beginning in the fourth quarter of 2021.

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 rollforward of the allowance for doubtful accounts for the periods presented:

	Nine Months Ended September 30,
	2021		2020
Beginning Balance	$	26.6	$	19.0
Provision for losses on trade accounts receivable	0.7		11.4
Write-offs, net of recovered accounts	(3.4)		(5.1)
Ending balance	$	23.9	$	25.3

Long-Lived Assets and Goodwill

We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or on an interim basis if there is an indicator of impairment. As additional information becomes available to us, our future assessment of impairments to long-lived assets and goodwill could materially and adversely impact our consolidated financial statements in future reporting periods.

The decrease in other intangibles, net of accumulated amortization, as of September 30, 2021, compared with December 31, 2020, is due primarily to 2021 amortization expense and a decrease due to the cumulative translation adjustment of our foreign entities long-lived assets resulting from changes to foreign exchange rates between periods, partially offset by an increase from expenditure for the development of internal use software. The decrease in goodwill as of September 30, 2021, compared with December 31, 2020, is due primarily to a cumulative translation adjustment of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to these translation adjustments are included in accumulated other comprehensive loss on our balance sheet.

Recently Adopted Accounting Pronouncements

On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This amendment removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and an exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance did not have a material impact on our consolidated financial statements.

On January 16, 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before

applying or upon discontinuing the equity method. This amendment also clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance had no impact our consolidated financial statements as we had not such transactions at the time of adoption.

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Fair Value

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value

Fair Value

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2021:

(in millions)	Total		Level 1		Level 2		Level 3
Assets
Available-for-sale debt securities (Note 3)	$	3.1	$	—	$	3.1	$	—
Interest rate swaps (Notes 4 and 8)	0.2		—		0.2		—
Total	$	3.3	$	—	$	3.3	$	—
Liabilities
Interest rate swaps (Notes 7 and 8)	$	47.4	$	—	$	47.4	$	—
Total	$	47.4	$	—	$	47.4	$	—

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2020:

(in millions)	Total		Level 1		Level 2		Level 3
Assets
Available-for-sale debt securities (Note 3)	$	3.2	$	—	$	3.2	$	—
Total	$	3.2	$	—	$	3.2	$	—
Liabilities
Interest rate swaps (Notes 7 and 8)	$	89.7	$	—	$	89.7	$	—
Contingent consideration (Note 6 and 7)	41.4		—		—		41.4
Total	$	131.1	$	—	$	89.7	$	41.4

Level 2 instruments consist of foreign exchange-traded corporate bonds and interest rate swaps. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate swaps fair values are determined 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. 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 8, “Debt,” there are two tranches of interest rate swaps that we entered into in 2020. As of September 30, 2021, one of those tranches is in an asset position, and the other is in a liability position.

Level 3 instruments were contingent consideration obligations related to companies we acquired. These obligations were contingent upon meeting certain revenue performance metrics through March 31, 2021. The fair values of these obligations were determined based on an income approach, using our expectations of the future expected revenue of the acquired entities. During the nine months ended September 30, 2021 we paid $41.2 million of this contingent consideration, and recorded other offsetting adjustments to our estimates of the acquisition date fair values of these obligations recorded to goodwill, and changes to the fair value of these obligations subsequent to the dates of acquisition recorded to selling, general and administrative expenses in our consolidated statements of income. As of September 30, 2021, the balance of these contingent obligations is zero.

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Other Current Assets

9 Months Ended

Sep. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

Other Current Assets

Other current assets consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Prepaid expenses	$	108.5	$	84.7
Marketable securities (Note 2)	3.1		3.2
Contract assets (Note 10)	0.7		1.8
Other	115.9		69.8
Total other current assets	$	228.2	$	159.5

Other includes other investments in non-negotiable certificates of deposit that are recorded at their carrying value which approximates fair value.

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Other Assets

9 Months Ended

Sep. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Other Assets

Other assets consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Investments in affiliated companies (Note 5)	$	174.4	$	138.8
Right-of-use lease assets	63.8		65.6
Interest rate swaps (Notes 2 and 8)	0.2		—
Other	37.1		31.7
Total other assets	$	275.5	$	236.1

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Investments in Affiliated Companies

9 Months Ended

Sep. 30, 2021

Investments in Affiliated Companies [Abstract]

Equity Method Investments and Joint Ventures Disclosure

Investments in Affiliated Companies

Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to our businesses.

We use the equity method to account for investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest.

We account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our “Cost Method Investments”, 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. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense.

Investments in affiliated companies consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Equity Method investments	$	45.4	$	46.1
Cost Method Investments	129.0		92.7
Total investments in affiliated companies (Note 4)	$	174.4	$	138.8

These balances are included in other assets in the consolidated balance sheets. The increase in Cost Method Investments is due primarily to investments we made during 2021 recorded in all three of our Operating Segments, offset by decreases from the disposal of two of our Cost Method Investments.

Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following:

	Three Months Ended   September 30,				Nine Months Ended   September 30,
(in millions)	2021		2020		2021		2020
Earnings from equity method investments (Note 13)	$	2.9	$	2.1	$	8.6	$	6.7
Dividends received from equity method investments	$	—	$	1.3	$	8.0	$	7.6

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Other Current Liabilities

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Other Current Liabilities

Other Current Liabilities

Other current liabilities consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Accrued payroll and employee benefits	$	182.2	$	149.3
Deferred revenue (Note 10)	72.0		85.5
Accrued legal and regulatory (Note 14)	64.5		76.0
Operating lease liabilities	16.0		17.9
Contingent consideration (Note 2)	—		37.8
Other	41.1		49.3
Total other current liabilities	$	375.8	$	415.8

The increase in accrued payroll and employee benefits was due primarily to an increase in accrued incentive compensation resulting from our improved operating results. The decrease in accrued legal and regulatory was due primarily to a reduction of our estimated liability for the Ramirez Litigation as discussed below, partially offset by an increase for certain other legal and regulatory matters. Contingent consideration that was accrued as of December 31, 2020 was paid out in the second quarter of 2021.

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Other Liabilities

9 Months Ended

Sep. 30, 2021

Other Liabilities Disclosure [Abstract]

Other Liabilities Disclosure

Other Liabilities

Other liabilities consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Operating lease liabilities	$	55.5	$	54.0
Interest rate swaps (Notes 2 and 8)	47.4		89.7
Unrecognized tax benefits, net of indirect tax effects (Note 12)	36.5		34.4
Deferred revenue (Note 10)	2.2		3.0
Other	32.7		34.4
Total other liabilities	$	174.3	$	215.5

The decrease in the interest rate swaps liability was due primarily to changes in the forward LIBOR curve during the period.

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Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt Disclosure

Debt

Debt outstanding consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.83% at September 30, 2021, and 1.90% at December 31, 2020), net of original issue discount and deferred financing fees of $3.3 million and $8.1 million, respectively, at September 30, 2021, and original issue discount and deferred financing fees of $3.9 million and $9.5 million, respectively, at December 31, 2020	$	2,233.1	$	2,335.6
Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.33% at September 30, 2021, and 1.40% at December 31, 2020), net of original issue discount and deferred financing fees of $2.1 million and $1.3 million, respectively, at September 30, 2021, and original issue discount and deferred financing fees of $2.6 million and $1.6 million, respectively, at December 31, 2020	1,096.3		1,117.0
Senior Secured Revolving Credit Facility	—		—
Other notes payable	—		1.4
Finance leases	0.2		0.2
Total debt	3,329.6		3,454.2
Less short-term debt and current portion of long-term debt	(76.5)		(55.5)
Total long-term debt	$	3,253.1	$	3,398.7

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-5, Senior Secured Term Loan A-3 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility.

For the nine months ended September 30, 2021, we prepaid $85.0 million of our Senior Secured Term Loans, funded from our cash on hand. As a result of this prepayment, we expensed $0.5 million of our unamortized original issue discount and deferred financing fees to other income and expense in the consolidated statement of income.

As of September 30, 2021, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available.

TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the greater of $1,000.0 million and 100% of Consolidated EBITDA for the four quarters preceding such request date, 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 $75 million or 7.5% 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 September 30, 2021, we were in compliance with all debt covenants.

Interest Rate Hedging

On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first tranche commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,125.0 million that amortizes each quarter. The first tranche requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in

exchange for receiving a variable rate that matches the variable rate on our loans. The second tranche commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,110.0 million that amortizes each quarter after it commences. The second tranche requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.

On December 17, 2018, we entered into interest rate swap agreements with various counter parties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt, which is currently fixed at 2.702% and 2.706%. We have designated these swap agreements as cash flow hedges. The current aggregate notional amount under these agreements is $1,395.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022.

On December 18, 2015, we entered into interest rate cap agreements with various counter parties that effectively capped our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt at 0.75% beginning June 30, 2016. These cap agreements expired on June 30, 2020, and were previously designated as cash flow hedges.

The 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 debt affects earnings.

The net change in the fair value of the swaps resulted in an unrealized gain of $9.3 million ($7.0 million, net of tax) and $42.5 million ($31.9 million, net of tax) for the three and nine months ended September 30, 2021, respectively, recorded in other comprehensive income. The net change in the fair value of the swaps resulted in an unrealized gain of $6.4 million ($5.0 million, net of tax) and loss of $53.3 million ($39.9 million, net of tax) for the three and nine months ended September 30, 2020, respectively, recorded in other comprehensive income. Interest expense on the swaps in the three and nine months ended September 30, 2021 was $10.6 million ($8.0 million, net of tax) and $31.2 million ($23.5 million, net of tax), respectively. Interest expense on the swaps in the three and nine months ended September 30, 2020 was expense of $10.3 million ($8.0 million, net of tax) and $21.9 million ($16.5 million, net of tax), respectively. We currently expect to recognize a loss of approximately $41.5 million as interest expense due to our expectation that LIBOR will exceed the fixed rates of interest over the next twelve months.

The net change in the fair value of the caps resulted in a recognition into interest expense previously unrealized loss of $4.1 million ($3.1 million, net of tax) for the nine months ended September 30, 2020, recorded in other comprehensive income. Interest expense reclassified from other comprehensive income to interest expense related to the fair value of the portion of the caps expiring in the nine months ended September 30, 2020, was expense of $6.7 million ($5.1 million, net of tax).

Fair Value of Debt

As of September 30, 2021 and December 31, 2020 the fair value of our variable-rate Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,233.1 million and $2,351.9 million, respectively. As of September 30, 2021 and December 31, 2020, the fair value of our Senior Secured Term Loan A-3, excluding original issue discounts and deferred fees, was approximately $1,096.9 million and $1,112.8 million, 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.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity Note Disclosure

Stockholders’ Equity

Common Stock Dividends

During the second quarter of 2021, we increased our quarterly dividend from $0.075 per share to $0.095 per share. Our board of directors declared a dividend of $0.075 on February 24, 2021 to holders of record on March 11, 2021. Additionally, our board of directors declared a dividend of $0.095 per share on May 11, 2021 and August 10, 2021 to holders of record on May 26, 2021 and August 25, 2021, respectively. We paid dividends of $14.3 million, $18.2 million and $18.2 million on March 26, 2021, June 10, 2021 and September 9, 2021, respectively. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest.

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our board.

Treasury Stock

On February 13, 2017, our board of directors authorized the repurchase of up to $300.0 million of our common stock over the next 3 years. Our board of directors removed the three-year time limitation on February 8, 2018. To date, we have repurchased $133.5 million of our common stock and have the ability to repurchase the remaining $166.5 million.

We have no obligation to repurchase additional shares. Any determination to repurchase additional shares will be at the discretion of management and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law, market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities and other factors management deems appropriate. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.

During the first quarter of 2021 and 2020, 0.9 million outstanding employee restricted stock units vested and became taxable to the employees. During the first quarter of 2021 and 2020, the employees used 0.3 million shares of the vested stock to satisfy their payroll tax withholding obligations in a net share settlement arrangement whereby the employees received 0.6 million of the shares and gave TransUnion the remaining 0.3 million shares that we have recorded as treasury stock. During the first quarter of 2021 and 2020, we remitted cash equivalent $27.7 million and $32.1 million, respectively, of the vest date value of the treasury stock to the respective governmental agencies in settlement of the employee withholding tax obligations. On occasion, as other stock units vest or stock options are exercised throughout the year, employees use shares of stock to satisfy their payroll tax withholding obligations in a net settlement arrangement and we remit the equivalent value of those shares to the respective governmental agencies.

Preferred Stock

As of September 30, 2021 and December 31, 2020, we had 100.0 million shares of preferred stock authorized, and no preferred stock issued or outstanding.

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Revenue

9 Months Ended

Sep. 30, 2021

Revenue [Abstract]

Revenue

Revenue

All of our revenue is derived from contracts with customers and is reported as revenue in the consolidated statements of income generally as, or at the point in time, the performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. We have contracts with two general groups of performance obligations: those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”) and those that do not require us to stand ready (“Other Performance Obligations”). Our Stand Ready Performance Obligations include obligations to stand ready to provide data, process transactions, access our databases, software-as-a-service and direct-to-consumer products, provide rights to use our intellectual property and other services. Our Other Performance Obligations include the sale of certain batch data sets and various professional and other services.

Most of our Stand Ready Performance Obligations consist of a series of distinct goods and services that are substantially the same and have the same monthly pattern of transfer to our customers. We consider each month of service in this time series to be a distinct performance obligation and, accordingly, recognize revenue over time. For a majority of these Stand Ready Performance Obligations, the total contractual price is variable because our obligation is to process an unknown quantity of transactions, as and when requested by our customers, over the contract period. We allocate the variable price to each month of service using the time-series concept and recognize revenue based on the most likely amount of consideration to which we will be entitled, which is generally the amount we have the right to invoice. This monthly amount can be based on the actual volume of units delivered or a guaranteed minimum, if higher. Occasionally we have contracts where the amount we will be entitled to

for the transactions processed is uncertain, in which case we estimate the revenue based on what we consider to be the most likely amount of consideration we will be entitled to, and adjust any estimates as facts and circumstances evolve.

Certain of our Performance Obligations are related to contingent fee based contracts that require us to provide services before we have an enforceable right to payment. For these performance obligations, we recognize revenue at the point in time the contingency is met and we have an enforceable contract and right to payment.

For all contracts that include a Stand Ready Performance Obligation with variable pricing, we are unable to estimate the variable price attributable to future performance obligations because the number of units to be purchased is not known. As a result, we use the exception available to forgo disclosures about revenue attributable to the future performance obligations where we recognize revenue using the time-series concept as discussed above, including those qualifying for the right to invoice practical expedient. We also use the exception available to forgo disclosures about revenue attributable to contracts with expected durations of one year or less.

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. For these contracts, we expect to recognize revenue of approximately $120 million over the next two years and $150 million thereafter.

Certain of our Other Performance Obligations, including certain batch data sets and certain professional and other services, are delivered at a point in time. Accordingly, we recognize revenue upon delivery, once we have satisfied that obligation. For certain Other Performance Obligations, including certain professional and other services, we recognize revenue over time, based on an estimate of progress towards completion of that obligation. These contracts are not material.

In certain circumstances we apply the revenue recognition guidance to a portfolio of contracts with similar characteristics. We use estimates and assumptions when accounting for a portfolio that reflect the size and composition of the portfolio of contracts.

Our contracts include standard commercial payment terms generally acceptable in each region, and do not include financing with extended payment terms. We have no significant obligations for refunds, warranties, or similar obligations. Our revenue does not include taxes collected from our customers.

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 September 30, 2021.

As our contracts with customers generally 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, 2020, current deferred revenue balance as revenue during 2021. The majority of our long-term deferred revenue, which is not material, is expected to be recognized in less than two years.

For additional disclosures about the disaggregation of our revenue see Note 13, “Reportable Segments.”

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Earnings Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the reported period. Diluted earnings per share reflects the effect of the increase in shares outstanding determined by using the treasury stock method for awards issued under our incentive stock plans.

As of September 30, 2021 and September 30, 2020, there were 0.1 million and 1.3 million contingently-issuable performance-based stock awards outstanding that were excluded from the diluted earnings per share calculation, respectively, because the contingencies had not been met.

Basic and diluted weighted average shares outstanding and earnings per share were as follows:

	Three Months Ended   September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2021		2020		2021		2020
Net income	$	118.2	$	106.7	$	381.7	$	251.0
Less: net (income) loss attributable to the noncontrolling interests	(4.0)		(3.9)		(12.0)		(9.5)
Net income (loss) attributable to TransUnion	$	114.2	$	102.8	$	369.7	$	241.5
Weighted-average shares outstanding:
Basic	191.6		190.2		191.3		189.8
Dilutive impact of stock based awards	1.5		2.1		1.6		2.3
Diluted	193.1		192.3		192.9		192.1
Earnings Per Share:
Basic	$	0.60	$	0.54	$	1.93	$	1.27
Diluted	$	0.59	$	0.53	$	1.92	$	1.26
Anti-dilutive weighted stock-based awards outstanding	—		0.1		—		0.3

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Income Taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Tax Disclosure

Income Taxes

For the three months ended September 30, 2021, we reported an effective tax rate of 24.8%, which was higher than the 21.0% U.S. federal statutory rate due primarily to various foreign, federal and state taxes, partially offset by excess tax benefits on stock-based compensation.

For the nine months ended September 30, 2021, we reported an effective tax rate of 25.3%, which was higher than the 21.0% U.S. federal statutory rate due primarily to recording tax expense of $20.5 million related to the remeasurement of our U.K. deferred taxes to reflect an increase in the U.K. corporate income tax rate enacted in the second quarter 2021, partially offset by $11.2 million of discrete tax benefit related to electing the Global Intangible Low Tax Income (“GILTI”) high-tax exclusion retroactively for the 2018 and 2019 tax years, and $9.1 million of excess tax benefits on stock-based compensation. On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available.

For the three months ended September 30, 2020, we reported an effective tax rate of 23.1%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences and accrued withholding taxes on unrepatriated foreign earnings, partially offset by excess tax benefits on stock-based compensation.

For the nine months ended September 30, 2020, we reported an effective tax rate of 23.5%, which was higher than the 21.0% U.S. federal statutory rate due primarily to state taxes, foreign tax rate differences, accrued withholding taxes on unrepatriated foreign earnings and changes in valuation allowances for foreign tax credits, partially offset by $22.4 million of excess tax benefits on stock-based compensation.

The gross amount of unrecognized tax benefits, which excludes indirect tax effects, was $40.5 million as of September 30, 2021, and $36.9 million as of December 31, 2020. The amounts that would affect the effective tax rate if recognized are $20.6 million and $18.5 million, respectively. We classify interest and penalties as income tax expense in the consolidated statements of income and their associated liabilities as other liabilities in the consolidated balance sheets. Interest and penalties on unrecognized tax benefits were $6.1 million as of September 30, 2021, $4.8 million as of December 31, 2020. 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 2009 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.

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Reportable Segments

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Segment Reporting Disclosure

Reportable Segments

We have three reportable segments, U.S. Markets, International, and Consumer Interactive, and the Corporate unit, which provides support services to each of the segments. Our chief operating decision maker (“CODM”) uses the profit measure of Adjusted EBITDA, on both a consolidated and a segment basis, 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. Our board of directors 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.

We define Adjusted EBITDA as net income (loss) attributable to each segment plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income).

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 and Reporting Policies” and Note 10, “Revenue.”

The following is a more detailed description of our reportable segments and the Corporate unit, which provides support services to each segment:

U.S. Markets

The U.S. Markets segment provides consumer reports, actionable insights and analytics such as credit and other scores, and solutions capabilities to businesses. These businesses use our services to acquire new customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. The core capabilities and delivery methods in our U.S. Markets segment allow us to serve a broad set of customers across industries. We report disaggregated revenue of our U.S. Markets segment for Financial Services and Emerging Verticals:

•Financial Services: The Financial Services vertical consists of our consumer lending, mortgage, auto, and cards and payments lines of business. Our Financial Services clients consist of most banks, credit unions, finance companies, auto lenders, mortgage lenders, online-only lenders (FinTech), 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 Healthcare, Insurance, Tenant and Employment, Services and Collections, Public Sector, Media, Diversified Markets and other verticals. 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.

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 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.

Consumer Interactive

The Consumer Interactive segment provides solutions that help consumers manage their personal finances and take precautions against identity theft. Services in this segment include credit reports and scores, credit monitoring, fraud protection and resolution, and financial management for consumers. The segment 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 segment serves consumers through both direct and indirect channels.

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 attributable to one or more 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 September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Gross Revenue:
U.S. Markets:
Financial Services	$	277.6	$	249.1	$	811.4	$	701.7
Emerging Verticals	220.7		189.4		639.8		564.1
Total U.S. Markets	$	498.4	$	438.5	$	1,451.2	$	1,265.8
International:
Canada	$	30.6	$	27.9	$	95.0	$	78.5
Latin America	26.7		21.7		76.8		63.2
United Kingdom	54.6		44.2		158.3		132.1
Africa	15.1		12.3		44.0		35.6
India	34.5		23.9		96.4		72.4
Asia Pacific	16.5		14.9		46.2		40.5
Total International	$	178.0	$	144.8	$	516.7	$	422.2
Total Consumer Interactive	$	135.0	$	131.6	$	401.9	$	386.7
Total revenue, gross	$	811.4	$	714.9	$	2,369.8	$	2,074.8
Intersegment revenue eliminations:
U.S. Markets	$	(17.7)	$	(17.2)	$	(52.7)	$	(51.7)
International	(1.5)		(1.4)		(4.4)		(3.9)
Consumer Interactive	(0.5)		(0.5)		(1.6)		(1.3)
Total intersegment eliminations	$	(19.7)	$	(19.0)	$	(58.7)	$	(56.8)
Total revenue as reported	$	791.6	$	695.9	$	2,311.1	$	2,017.9

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
U.S. Markets Adjusted EBITDA	$	210.3	$	177.3	$	618.6	$	520.0
International Adjusted EBITDA	77.7		56.7		221.3		154.4
Consumer Interactive Adjusted EBITDA	69.4		67.1		192.8		186.2
Total	357.5		301.1		1,032.7		860.6
Adjustments to reconcile to income before income taxes:
Corporate expenses(1)	$	(30.5)	$	(31.2)	$	(86.7)	$	(84.7)
Net interest expense	(24.7)		(26.5)		(74.6)		(94.6)
Depreciation and amortization	(95.9)		(92.2)		(288.6)		(273.4)
Stock-based compensation(2)	(17.4)		(7.8)		(51.9)		(29.5)
Mergers and acquisitions, divestitures and business optimization(3)	(10.3)		(1.5)		(23.4)		(12.9)
Accelerated technology investment(4)	(12.6)		(4.5)		(29.7)		(10.3)
Net other(5)	(12.8)		(2.6)		21.0		(36.4)
Net loss (income) attributable to non-controlling interests	4.0		3.9		12.0		9.5
Total adjustments	(200.3)		(162.4)		(521.9)		(532.3)
Income before income taxes	$	157.2	$	138.7	$	510.7	$	328.3

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

(1)Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

(2)Consisted of stock-based compensation and cash-settled stock-based compensation.

(3)For the three months ended September 30, 2021, consisted of the following adjustments: $22.7 million of acquisition expenses; $0.5 million of adjustments to contingent consideration expense from previous acquisitions; and a ($12.9) million gain on the sale of a Cost Method investment.

For the nine months ended September 30, 2021, consisted of the following adjustments: $27.4 million of acquisition expenses; $8.3 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and ($13.4) million gain on the sale of Cost Method investments.

For the three months ended September 30, 2020, consisted of the following adjustments: $1.5 million of acquisition expenses.

For the nine months ended September 30, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; a $4.8 million loss on the impairment of a Cost Method investment; $4.8 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a $(2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.

(4)Represents expenses associated with our accelerated technology investment to migrate to the cloud.

(5)For the three months ended September 30, 2021, net other consisted of the following adjustments: $12.0 million for certain legal and regulatory expenses; and a $0.8 million net loss from currency remeasurement of our foreign operations, loan fees and other.

For the nine months ended September 30, 2021, consisted of the following adjustments: a $(20.4) million net reduction in certain legal and regulatory expenses; a $(3.4) million recovery from the Fraud Incident, net of additional administrative expense; and $2.8 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

For the three months ended September 30, 2020, consisted of the following adjustments: $4.2 million for certain legal expenses; and $(1.6) million of net other consisting of loan fees, net gains from currency remeasurement of our foreign operations and other.

For the nine months ended September 30, 2020, consisted of the following adjustments: $34.7 million for certain legal expenses; a $1.6 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
U.S. Markets	$	0.6	$	0.8	$	1.9	$	2.0
International	2.2		1.4		6.7		4.7
Total	$	2.9	$	2.1	$	8.6	$	6.7

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Contingencies

9 Months Ended

Sep. 30, 2021

Contingencies [Abstract]

Contingencies Disclosure

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 inquiries by these regulators, we routinely receive requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.

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 described below, we are not able to reasonably estimate our exposure because damages 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 are 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 the course of litigation 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 in the course of pending litigation that would not have some level of coverage by insurance after the relevant deductible, if any, is met.

As of September 30, 2021 and December 31, 2020, we have accrued liabilities of $64.5 million and $76.0 million, respectively, for anticipated claims. These amounts are included in other accrued liabilities in the consolidated balance sheets. Litigation expense is included in selling, general and administrative expenses in the consolidated statements of income. Legal fees incurred in connection with ongoing litigation and enforcement matters are considered period costs and are expensed as incurred.

The following discussion describes material developments in previously disclosed material legal and regulatory matters that occurred in the nine months ended September 30, 2021. Refer to Part II, Item 8, Footnote 20, “Contingencies” of our Annual

Report on Form 10-K for the year ended December 31, 2020, for a full description of our material pending legal and regulatory matters at that time.

Ramirez v. Trans Union LLC

As a result of a decision by the United States Third Circuit Court of Appeals (Cortez v. Trans Union LLC) in 2010, we modified one of our add-on services we offer to our business customers that was designed to alert our customer that the consumer, who was seeking to establish a business relationship with the customer, may potentially be on the Office of Foreign Assets Control, Specifically Designated National and Blocked Persons alert list (the “OFAC Alert”).

In Ramirez v. Trans Union LLC (“Ramirez” or the “Ramirez Litigation”) filed in 2012, the plaintiff alleged that the OFAC Alert service did not comply with the Cortez ruling and that we willfully violated the Fair Credit Reporting Act (“FCRA”) by continuing to offer the OFAC Alert service. The plaintiff also alleged that there are one or more classes of individuals who should be entitled to statutory damages based on the allegedly willful violations. In July 2014, the trial Court in Ramirez certified a class of 8,185 individuals solely for purposes of statutory damages if TransUnion was ultimately found to have willfully violated the FCRA.

On June 21, 2017, the jury in Ramirez returned a verdict in favor of a class of 8,185 individuals and awarded punitive and statutory damages totaling approximately $60 million. In November 2017, the trial court denied our post-trial motions for judgment as a matter of law, a new trial and a reduction on the jury verdict. We appealed the Ramirez ruling to the United States Court of Appeals for the Ninth Circuit and on February 27, 2020, the Ninth Circuit affirmed in part and reversed and vacated in part the trial court’s judgment, holding that the punitive damages award was excessive in violation of constitutional due process. On April 8, 2020, the Ninth Circuit denied our petition for rehearing en banc, and on September 2, 2020, we filed a Petition for Certiorari with the United States Supreme Court. On December 16, 2020, the United States Supreme Court granted the Petition for Certiorari with respect to whether Article III of the United States Constitution or Rule 23 of the Federal Rules of Civil Procedure permit a damages class action where the vast majority of the class suffered no actual injury, let alone an injury anything like what the class representative suffered.

On June 25, 2021, the United States Supreme Court’s decision reversed the Ninth Circuit opinion, and remanded the matter back to the lower courts for further proceedings consistent with its opinion. The United States Supreme Court’s opinion held that only plaintiffs who have suffered a concrete harm by a defendant’s statutory violation have Article III standing to seek damages against defendants in Federal court. Based on the ruling, only approximately 23% of the class was determined to have suffered concrete harm. Accordingly, in the second quarter of 2021 we revised the amount of the probable loss that we previously estimated, resulting in a reduction of our estimated liability and partially offsetting insurance receivable, with a $32.4 million net reduction recorded in selling, general and administrative expense as reflected in our results of operations for the nine months ended September 30, 2021. We also recorded a related income tax expense of $8.1 million in our provision for income taxes for the nine months ended September 30, 2021.

CFPB Matter

In June 2021, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the Consumer Financial Protection Bureau (“CFPB”), informing us that the CFPB’s Enforcement Division is considering whether to recommend that the CFPB take legal action against us and certain of our executive officers. The NORA letter alleges that we failed to comply with and timely implement a Consent Order issued by the CFPB in January 2017, and further alleges 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. We are currently engaged in active settlement discussions with the CFPB regarding this matter. If our ongoing discussions do not result in a negotiated resolution, we expect that the CFPB will pursue litigation against the Company and these executive officers, seeking restitution, civil money penalties, and injunctive relief. We continue to believe that our marketing practices are lawful and appropriate, and would vigorously defend against allegations to the contrary in such proceedings. We cannot provide assurance that the CFPB will not ultimately commence litigation against us in this matter, nor are we able to predict the likely outcome of this matter. As of September 30, 2021, we have recorded an accrual 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, however, the possible loss or range of loss is not reasonably estimable at this time.

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Significant Accounting and Reporting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on February 16, 2021.

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

Principles of Consolidation

The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. 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.

Use of Estimates, Policy

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.

COVID-19 Impact on Financial Statements

Impact of COVID-19 On Our Financial StatementsBeginning in the middle of March 2020, the economic effect of the COVID-19 pandemic had a material and adverse impact on numerous aspects of our business, including customer demand for our services and solutions in all of our segments. While we continue to see improvements in demand for our services to varying degrees in the markets where we operate since the low point in April 2020, including encouraging results in the first three quarters of 2021, given the continuously evolving and unpredictable nature of the pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business, including our results of operations and financial condition, in the future.

Recently Announced Transactions

Recently Announced Transactions

On September 13, 2021, we announced our agreement to acquire Neustar, Inc. for $3.1 billion in cash, subject to customary purchase price adjustments. We intend to finance the acquisition through a combination of debt financing and cash on hand, and have entered into a debt commitment letter which provides for a senior secured term loan facility in an aggregate principal amount of up to $3.1 billion. We expect the acquisition to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals.

On October 26, 2021, we announced our agreement to acquire Sontiq, Inc. for $638 million in cash, subject to customary purchase price adjustments. We intend to finance the acquisition through a combination of debt financing and cash on hand, and have entered into a debt commitment letter which provides for a new secured term loan facility in an aggregate principal

amount of up to $640 million. We expect the acquisition to close in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals. In connection with executing on our strategic initiatives and positioning TransUnion for attractive long-term growth, in October 2021, we signed an agreement to sell our Healthcare business for $1.735 billion in cash subject to customary purchase price adjustments. We are targeting a closing of this transaction in the fourth quarter of 2021, subject to the satisfaction of customary closing conditions and regulatory approvals. We expect to realize a material gain on sale of the Healthcare business and intend to use the net proceeds from this sale to prepay debt and for other general corporate purposes as permitted under the Senior secured credit facilities. We report the financial results of the Healthcare business within our U.S. Markets Reportable segment. We expect to report the Healthcare business as a discontinued operation beginning in the fourth quarter of 2021.

Accounts Receivable

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 rollforward of the allowance for doubtful accounts for the periods presented:

	Nine Months Ended September 30,
	2021		2020
Beginning Balance	$	26.6	$	19.0
Provision for losses on trade accounts receivable	0.7		11.4
Write-offs, net of recovered accounts	(3.4)		(5.1)
Ending balance	$	23.9	$	25.3

Goodwill and Intangible Assets, Policy

Long-Lived Assets and Goodwill

We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or on an interim basis if there is an indicator of impairment. As additional information becomes available to us, our future assessment of impairments to long-lived assets and goodwill could materially and adversely impact our consolidated financial statements in future reporting periods.

The decrease in other intangibles, net of accumulated amortization, as of September 30, 2021, compared with December 31, 2020, is due primarily to 2021 amortization expense and a decrease due to the cumulative translation adjustment of our foreign entities long-lived assets resulting from changes to foreign exchange rates between periods, partially offset by an increase from expenditure for the development of internal use software. The decrease in goodwill as of September 30, 2021, compared with December 31, 2020, is due primarily to a cumulative translation adjustment of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to these translation adjustments are included in accumulated other comprehensive loss on our balance sheet.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

On December 18, 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This amendment removes specific exceptions to the general principles in Topic 740. Among other things it eliminates the need for organizations to analyze whether the following apply in a given period: an exception to the incremental approach for intra-period tax allocation; exceptions to accounting for basis differences when there are ownership changes in foreign investments; and an exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. This amendment also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: franchise taxes that are partially based on income; transactions with a government that result in a step up in the tax basis of goodwill; separate financial statements of legal entities that are not subject to tax; and enacted changes in tax laws in interim periods. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance did not have a material impact on our consolidated financial statements.

On January 16, 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This amendment, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments-Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before

applying or upon discontinuing the equity method. This amendment also clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This guidance is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. Upon adoption, this guidance had no impact our consolidated financial statements as we had not such transactions at the time of adoption.

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Significant Accounting and Reporting Policies Allowance for Doubtful Accounts (Tables)

9 Months Ended

Sep. 30, 2021

Allowance for Doubtful Accounts [Abstract]

Accounts Receivable, Allowance for Credit Loss

The following is a rollforward of the allowance for doubtful accounts for the periods presented:

	Nine Months Ended September 30,
	2021		2020
Beginning Balance	$	26.6	$	19.0
Provision for losses on trade accounts receivable	0.7		11.4
Write-offs, net of recovered accounts	(3.4)		(5.1)
Ending balance	$	23.9	$	25.3

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Fair Value (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Financial Instruments Measured At Fair Value, on Recurring Basis

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of September 30, 2021:

(in millions)	Total		Level 1		Level 2		Level 3
Assets
Available-for-sale debt securities (Note 3)	$	3.1	$	—	$	3.1	$	—
Interest rate swaps (Notes 4 and 8)	0.2		—		0.2		—
Total	$	3.3	$	—	$	3.3	$	—
Liabilities
Interest rate swaps (Notes 7 and 8)	$	47.4	$	—	$	47.4	$	—
Total	$	47.4	$	—	$	47.4	$	—

The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2020:

(in millions)	Total		Level 1		Level 2		Level 3
Assets
Available-for-sale debt securities (Note 3)	$	3.2	$	—	$	3.2	$	—
Total	$	3.2	$	—	$	3.2	$	—
Liabilities
Interest rate swaps (Notes 7 and 8)	$	89.7	$	—	$	89.7	$	—
Contingent consideration (Note 6 and 7)	41.4		—		—		41.4
Total	$	131.1	$	—	$	89.7	$	41.4

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Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

Other current assets consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Prepaid expenses	$	108.5	$	84.7
Marketable securities (Note 2)	3.1		3.2
Contract assets (Note 10)	0.7		1.8
Other	115.9		69.8
Total other current assets	$	228.2	$	159.5

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Other Assets (Tables)

9 Months Ended

Sep. 30, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other assets

Other assets consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Investments in affiliated companies (Note 5)	$	174.4	$	138.8
Right-of-use lease assets	63.8		65.6
Interest rate swaps (Notes 2 and 8)	0.2		—
Other	37.1		31.7
Total other assets	$	275.5	$	236.1

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Investments in Affiliated Companies (Tables)

9 Months Ended

Sep. 30, 2021

Investments in Affiliated Companies [Abstract]

Investments in and Advances to Affiliates

Investments in affiliated companies consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Equity Method investments	$	45.4	$	46.1
Cost Method Investments	129.0		92.7
Total investments in affiliated companies (Note 4)	$	174.4	$	138.8

Schedule Of Equity Investments Income Statement Information

Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following:

	Three Months Ended   September 30,				Nine Months Ended   September 30,
(in millions)	2021		2020		2021		2020
Earnings from equity method investments (Note 13)	$	2.9	$	2.1	$	8.6	$	6.7
Dividends received from equity method investments	$	—	$	1.3	$	8.0	$	7.6

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Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Other Current Liabilities

Other current liabilities consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Accrued payroll and employee benefits	$	182.2	$	149.3
Deferred revenue (Note 10)	72.0		85.5
Accrued legal and regulatory (Note 14)	64.5		76.0
Operating lease liabilities	16.0		17.9
Contingent consideration (Note 2)	—		37.8
Other	41.1		49.3
Total other current liabilities	$	375.8	$	415.8

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Other Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Other Liabilities Disclosure [Abstract]

Other Noncurrent Liabilities

Other liabilities consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Operating lease liabilities	$	55.5	$	54.0
Interest rate swaps (Notes 2 and 8)	47.4		89.7
Unrecognized tax benefits, net of indirect tax effects (Note 12)	36.5		34.4
Deferred revenue (Note 10)	2.2		3.0
Other	32.7		34.4
Total other liabilities	$	174.3	$	215.5

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Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt outstanding

Debt outstanding consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.83% at September 30, 2021, and 1.90% at December 31, 2020), net of original issue discount and deferred financing fees of $3.3 million and $8.1 million, respectively, at September 30, 2021, and original issue discount and deferred financing fees of $3.9 million and $9.5 million, respectively, at December 31, 2020	$	2,233.1	$	2,335.6
Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.33% at September 30, 2021, and 1.40% at December 31, 2020), net of original issue discount and deferred financing fees of $2.1 million and $1.3 million, respectively, at September 30, 2021, and original issue discount and deferred financing fees of $2.6 million and $1.6 million, respectively, at December 31, 2020	1,096.3		1,117.0
Senior Secured Revolving Credit Facility	—		—
Other notes payable	—		1.4
Finance leases	0.2		0.2
Total debt	3,329.6		3,454.2
Less short-term debt and current portion of long-term debt	(76.5)		(55.5)
Total long-term debt	$	3,253.1	$	3,398.7

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Basic and diluted weighted average shares outstanding and earnings per share were as follows:

	Three Months Ended   September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2021		2020		2021		2020
Net income	$	118.2	$	106.7	$	381.7	$	251.0
Less: net (income) loss attributable to the noncontrolling interests	(4.0)		(3.9)		(12.0)		(9.5)
Net income (loss) attributable to TransUnion	$	114.2	$	102.8	$	369.7	$	241.5
Weighted-average shares outstanding:
Basic	191.6		190.2		191.3		189.8
Dilutive impact of stock based awards	1.5		2.1		1.6		2.3
Diluted	193.1		192.3		192.9		192.1
Earnings Per Share:
Basic	$	0.60	$	0.54	$	1.93	$	1.27
Diluted	$	0.59	$	0.53	$	1.92	$	1.26
Anti-dilutive weighted stock-based awards outstanding	—		0.1		—		0.3

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Reportable Segments (Tables)

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Selected Segment Financial Information and Disaggregated Revenue

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Gross Revenue:
U.S. Markets:
Financial Services	$	277.6	$	249.1	$	811.4	$	701.7
Emerging Verticals	220.7		189.4		639.8		564.1
Total U.S. Markets	$	498.4	$	438.5	$	1,451.2	$	1,265.8
International:
Canada	$	30.6	$	27.9	$	95.0	$	78.5
Latin America	26.7		21.7		76.8		63.2
United Kingdom	54.6		44.2		158.3		132.1
Africa	15.1		12.3		44.0		35.6
India	34.5		23.9		96.4		72.4
Asia Pacific	16.5		14.9		46.2		40.5
Total International	$	178.0	$	144.8	$	516.7	$	422.2
Total Consumer Interactive	$	135.0	$	131.6	$	401.9	$	386.7
Total revenue, gross	$	811.4	$	714.9	$	2,369.8	$	2,074.8
Intersegment revenue eliminations:
U.S. Markets	$	(17.7)	$	(17.2)	$	(52.7)	$	(51.7)
International	(1.5)		(1.4)		(4.4)		(3.9)
Consumer Interactive	(0.5)		(0.5)		(1.6)		(1.3)
Total intersegment eliminations	$	(19.7)	$	(19.0)	$	(58.7)	$	(56.8)
Total revenue as reported	$	791.6	$	695.9	$	2,311.1	$	2,017.9

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

Reconciliation of Other Significant Reconciling Items from Segments to Consolidated

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
U.S. Markets Adjusted EBITDA	$	210.3	$	177.3	$	618.6	$	520.0
International Adjusted EBITDA	77.7		56.7		221.3		154.4
Consumer Interactive Adjusted EBITDA	69.4		67.1		192.8		186.2
Total	357.5		301.1		1,032.7		860.6
Adjustments to reconcile to income before income taxes:
Corporate expenses(1)	$	(30.5)	$	(31.2)	$	(86.7)	$	(84.7)
Net interest expense	(24.7)		(26.5)		(74.6)		(94.6)
Depreciation and amortization	(95.9)		(92.2)		(288.6)		(273.4)
Stock-based compensation(2)	(17.4)		(7.8)		(51.9)		(29.5)
Mergers and acquisitions, divestitures and business optimization(3)	(10.3)		(1.5)		(23.4)		(12.9)
Accelerated technology investment(4)	(12.6)		(4.5)		(29.7)		(10.3)
Net other(5)	(12.8)		(2.6)		21.0		(36.4)
Net loss (income) attributable to non-controlling interests	4.0		3.9		12.0		9.5
Total adjustments	(200.3)		(162.4)		(521.9)		(532.3)
Income before income taxes	$	157.2	$	138.7	$	510.7	$	328.3

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

(1)Certain costs that are not directly attributable to one or more of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.

(2)Consisted of stock-based compensation and cash-settled stock-based compensation.

(3)For the three months ended September 30, 2021, consisted of the following adjustments: $22.7 million of acquisition expenses; $0.5 million of adjustments to contingent consideration expense from previous acquisitions; and a ($12.9) million gain on the sale of a Cost Method investment.

For the nine months ended September 30, 2021, consisted of the following adjustments: $27.4 million of acquisition expenses; $8.3 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; and ($13.4) million gain on the sale of Cost Method investments.

For the three months ended September 30, 2020, consisted of the following adjustments: $1.5 million of acquisition expenses.

For the nine months ended September 30, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; a $4.8 million loss on the impairment of a Cost Method investment; $4.8 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a $(2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.

(4)Represents expenses associated with our accelerated technology investment to migrate to the cloud.

(5)For the three months ended September 30, 2021, net other consisted of the following adjustments: $12.0 million for certain legal and regulatory expenses; and a $0.8 million net loss from currency remeasurement of our foreign operations, loan fees and other.

For the nine months ended September 30, 2021, consisted of the following adjustments: a $(20.4) million net reduction in certain legal and regulatory expenses; a $(3.4) million recovery from the Fraud Incident, net of additional administrative expense; and $2.8 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

For the three months ended September 30, 2020, consisted of the following adjustments: $4.2 million for certain legal expenses; and $(1.6) million of net other consisting of loan fees, net gains from currency remeasurement of our foreign operations and other.

For the nine months ended September 30, 2020, consisted of the following adjustments: $34.7 million for certain legal expenses; a $1.6 million of net other consisting of net losses from currency remeasurement of our foreign operations, loan fees and other.

Earning from Equity Method Investments Included in Other Income and Expense, Net

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
U.S. Markets	$	0.6	$	0.8	$	1.9	$	2.0
International	2.2		1.4		6.7		4.7
Total	$	2.9	$	2.1	$	8.6	$	6.7

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions			1 Months Ended	9 Months Ended
	Oct. 26, 2021	Sep. 13, 2021	Oct. 31, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Allowance for Doubtful Accounts [Abstract]
Accounts Receivable, Allowance for Credit Loss				$ 23.9	$ 25.3	$ 26.6	$ 19.0
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease)				0.7	11.4
Accounts Receivable, Allowance for Credit Loss, Writeoff				$ (3.4)	$ (5.1)
U.S. Markets | Healthcare [Member] | Subsequent Event
Noncash or Part Noncash Divestitures [Line Items]
Proceeds from Divestiture of Businesses			$ 1,735.0
Neustar, Inc. [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross		$ 3,100.0
Debt Commitment Letter, Aggregate Principal Amount		$ 3,100.0
Sontiq [Member] | Subsequent Event
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 638.0
Debt Commitment Letter, Aggregate Principal Amount	$ 640.0

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Financial Instruments Measured At Fair Value, on Recurring Basis (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Assets
Interest rate swaps (Notes 4 and 8)	$ 0.2	$ 0.0
Liabilities
Interest rate swaps (Notes 7 and 8)	47.4	89.7
Investments, Fair Value Disclosure [Abstract]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements	41.2
Contingent consideration (Note 2)	$ 0.0	37.8
Level 2 | Minimum
Investments, Fair Value Disclosure [Abstract]
Debt Securities, Available-for-sale, Maturity Date	Jan. 01, 2027
Level 2 | Maximum
Investments, Fair Value Disclosure [Abstract]
Debt Securities, Available-for-sale, Maturity Date	Dec. 31, 2033
Fair Value, Recurring
Assets
Interest rate swaps (Notes 4 and 8)	$ 0.2
Total	3.3	3.2
Liabilities
Interest rate swaps (Notes 7 and 8)	47.4	89.7
Contingent consideration (Note 6 and 7)		41.4
Total	47.4	131.1
Investments, Fair Value Disclosure [Abstract]
Debt Securities, Available-for-sale, Current	3.1	3.2
Fair Value, Recurring | Level 1
Assets
Interest rate swaps (Notes 4 and 8)	0.0
Total	0.0	0.0
Liabilities
Interest rate swaps (Notes 7 and 8)	0.0	0.0
Contingent consideration (Note 6 and 7)		0.0
Total	0.0	0.0
Investments, Fair Value Disclosure [Abstract]
Debt Securities, Available-for-sale, Current	0.0	0.0
Fair Value, Recurring | Level 2
Assets
Interest rate swaps (Notes 4 and 8)	0.2
Total	3.3	3.2
Liabilities
Interest rate swaps (Notes 7 and 8)	47.4	89.7
Contingent consideration (Note 6 and 7)		0.0
Total	47.4	89.7
Investments, Fair Value Disclosure [Abstract]
Debt Securities, Available-for-sale, Current	3.1	3.2
Fair Value, Recurring | Level 3
Assets
Interest rate swaps (Notes 4 and 8)	0.0
Total	0.0	0.0
Liabilities
Interest rate swaps (Notes 7 and 8)	0.0	0.0
Contingent consideration (Note 6 and 7)		41.4
Total	0.0	41.4
Investments, Fair Value Disclosure [Abstract]
Debt Securities, Available-for-sale, Current	$ 0.0	$ 0.0

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Other Current Assets (Detail) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 108.5	$ 84.7
Marketable securities (Note 2)	3.1	3.2
Contract assets (Note 10)	0.7	1.8
Other	115.9	69.8
Total other current assets	$ 228.2	$ 159.5

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Other Assets (Detail) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Other assets
Investments in affiliated companies (Note 5)	$ 174.4	$ 138.8
Right-of-use lease assets	63.8	65.6
Interest rate swaps (Notes 4 and 8)	0.2	0.0
Other	37.1	31.7
Total other assets	$ 275.5	$ 236.1

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Investments in Affiliated Companies (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2021 USD ($) Segment investments	Dec. 31, 2020 USD ($)
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]
Equity Method investments	$ 45.4	$ 46.1
Cost Method Investments	$ 129.0	92.7
Number of Operating Segments | Segment	3
Number of Cost Method Investments Disposed Of | investments	2
Total investments in affiliated companies (Note 4)	$ 174.4	$ 138.8

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Earnings and Dividends from Investment (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]
Earnings from equity method investments	$ 2.9	$ 2.1	$ 8.6	$ 6.7
Dividends received from equity method investments	$ 0.0	$ 1.3	$ 8.0	$ 7.6

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Other Current Liabilities (Detail) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Accrued payroll and employee benefits	$ 182.2	$ 149.3
Deferred revenue (Note 10)	72.0	85.5
Accrued legal and regulatory (Note 14)	64.5	76.0
Operating lease liabilities	16.0	17.9
Contingent consideration (Note 2)	0.0	37.8
Other	41.1	49.3
Total other current liabilities	$ 375.8	$ 415.8

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Other Liabilities (Detail) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Operating lease liabilities	$ 55.5	$ 54.0
Interest rate swaps (Notes 2 and 8)	47.4	89.7
Unrecognized tax benefits, net of indirect tax effects (Note 12)	36.5	34.4
Deferred revenue (Note 10)	2.2	3.0
Other	32.7	34.4
Total other liabilities	$ 174.3	$ 215.5

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Debt outstanding (Detail) - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2021

Sep. 30, 2020

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt outstanding

Debt outstanding consisted of the following:

(in millions)	September 30, 2021		December 31, 2020
Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.83% at September 30, 2021, and 1.90% at December 31, 2020), net of original issue discount and deferred financing fees of $3.3 million and $8.1 million, respectively, at September 30, 2021, and original issue discount and deferred financing fees of $3.9 million and $9.5 million, respectively, at December 31, 2020	$	2,233.1	$	2,335.6
Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.33% at September 30, 2021, and 1.40% at December 31, 2020), net of original issue discount and deferred financing fees of $2.1 million and $1.3 million, respectively, at September 30, 2021, and original issue discount and deferred financing fees of $2.6 million and $1.6 million, respectively, at December 31, 2020	1,096.3		1,117.0
Senior Secured Revolving Credit Facility	—		—
Other notes payable	—		1.4
Finance leases	0.2		0.2
Total debt	3,329.6		3,454.2
Less short-term debt and current portion of long-term debt	(76.5)		(55.5)
Total long-term debt	$	3,253.1	$	3,398.7

Debt Instrument [Line Items]

Debt outstanding

$ 3,329,600,000

$ 3,329,600,000

$ 3,454,200,000

Less short-term debt and current portion of long-term debt

(76,500,000)

(76,500,000)

(55,500,000)

Total long-term debt

3,253,100,000

3,253,100,000

3,398,700,000

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax

(9,300,000)

$ (6,400,000)

(42,500,000)

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax

7,000,000

5,000,000.0

31,900,000

$ (36,800,000)

Interest Rate Swap

Debt Instrument [Line Items]

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax

(9,300,000)

(6,400,000)

(42,500,000)

53,300,000

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax

(39,900,000)

Interest Rate Cap

Debt Instrument [Line Items]

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax

0

$ 0

0

(4,100,000)

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax

$ 3,100,000

Senior Secured Term Loan B-5

Debt Instrument [Line Items]

Debt outstanding

$ 2,233,100,000

$ 2,233,100,000

$ 2,335,600,000

Debt Instrument, Maturity Date

Nov. 15, 2026

Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate

1.83%

1.83%

1.90%

Debt Instrument, Unamortized Discount (Premium), Net

$ 3,300,000

$ 3,300,000

$ 3,900,000

Debt Issuance Costs, Noncurrent, Net

8,100,000

8,100,000

9,500,000

Senior Secured Term Loan A-3

Debt Instrument [Line Items]

Debt outstanding

$ 1,096,300,000

$ 1,096,300,000

$ 1,117,000,000

Debt Instrument, Maturity Date

Dec. 10, 2024

Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate

1.33%

1.33%

1.40%

Debt Instrument, Unamortized Discount (Premium), Net

$ 2,100,000

$ 2,100,000

$ 2,600,000

Debt Issuance Costs, Noncurrent, Net

1,300,000

1,300,000

1,600,000

Senior Secured Revolving Credit Facility

Debt Instrument [Line Items]

Debt outstanding

0

0

0

Other notes payable

Debt Instrument [Line Items]

Debt outstanding

0

0

1,400,000

Finance leases

Debt Instrument [Line Items]

Debt outstanding

$ 200,000

$ 200,000

$ 200,000

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Senior Secured Credit Facility (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Jun. 30, 2016
Senior Secured Credit Facility
Payment for Debt Extinguishment or Debt Prepayment Cost			$ 85,000,000
Write off of Deferred Debt Issuance Cost			500,000
Debt and Lease Obligation	$ 3,329,600,000		3,329,600,000		$ 3,454,200,000
Letters of Credit Outstanding, Amount	100,000		100,000
Incremental Borrowings, Amount	$ 1,000,000,000		$ 1,000,000,000
Incremental Borrowings Criteria, Percentage of Consolidated EBITDA	100.00%		100.00%
Incremental Borrowings Criteria, Senior Secured Leverage ratio	4.25		4.25
Net Leverage Ratio Requirement	5.5		5.5
Covenant Dividend Restriction Amount	$ 75,000,000		$ 75,000,000
Covenant Dividend Restriction Percentage of Consolidated EBITDA	7.50%		7.50%
Net Leverage Ratio Requirement, Dividends	4.75		4.75
Interest Expense, Hedge, gross of tax	$ (10,600,000)	$ (10,300,000)	$ (31,200,000)	$ (21,900,000)
Interest Expense, Hedge, net of tax	(8,000,000)	(8,000,000)	(23,500,000)	(16,500,000)
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months			(41,500,000)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	2,300,000	1,400,000	10,600,000	(12,400,000)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	7,000,000	5,000,000.0	31,900,000	(36,800,000)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	9,300,000	6,400,000	42,500,000
2020 2 year Interest Rate Swap
Senior Secured Credit Facility
Derivative, Notional Amount	$ 1,125,000,000		$ 1,125,000,000
2020 2 year Interest Rate Swap | Minimum
Senior Secured Credit Facility
Derivative, Fixed Interest Rate	0.52%		0.52%
2020 2 year Interest Rate Swap | Maximum
Senior Secured Credit Facility
Derivative, Fixed Interest Rate	0.5295%		0.5295%
2020 3 year Interest Rate Swap
Senior Secured Credit Facility
Derivative, Notional Amount	$ 1,110,000,000		$ 1,110,000,000
2020 3 year Interest Rate Swap | Minimum
Senior Secured Credit Facility
Derivative, Fixed Interest Rate	0.9125%		0.9125%
2020 3 year Interest Rate Swap | Maximum
Senior Secured Credit Facility
Derivative, Fixed Interest Rate	0.928%		0.928%
Interest Rate Swap
Senior Secured Credit Facility
Derivative, Notional Amount	$ 1,395,000,000		$ 1,395,000,000
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax				(39,900,000)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	$ 9,300,000	6,400,000	$ 42,500,000	(53,300,000)
Interest Rate Swap | Minimum
Senior Secured Credit Facility
Derivative, Fixed Interest Rate	2.702%		2.702%
Interest Rate Swap | Maximum
Senior Secured Credit Facility
Derivative, Fixed Interest Rate	2.706%		2.706%
Interest Rate Cap
Senior Secured Credit Facility
Derivative, Cap Interest Rate						0.75%
Interest Expense, Hedge, gross of tax				(6,700,000)
Interest Expense, Hedge, net of tax				(5,100,000)
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax				3,100,000
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	$ 0	$ 0	$ 0	$ 4,100,000
Senior Secured Revolving Credit Facility
Senior Secured Credit Facility
Debt and Lease Obligation	0		0		0
Line of Credit Facility, Remaining Borrowing Capacity	299,900,000		$ 299,900,000
Senior Loans
Senior Secured Credit Facility
Debt Instrument, Description of Variable Rate Basis			LIBOR
Senior Secured Term Loan B-5
Senior Secured Credit Facility
Debt and Lease Obligation	2,233,100,000		$ 2,233,100,000		2,335,600,000
Debt Instrument, Fair Value Disclosure	2,233,100,000		2,233,100,000		2,351,900,000
Senior Secured Term Loan A-3
Senior Secured Credit Facility
Debt and Lease Obligation	1,096,300,000		1,096,300,000		1,117,000,000
Debt Instrument, Fair Value Disclosure	$ 1,096,900,000		$ 1,096,900,000		$ 1,112,800,000

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Stockholders' Equity (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions										3 Months Ended		9 Months Ended		12 Months Ended	56 Months Ended
	Sep. 09, 2021	Aug. 25, 2021	Aug. 10, 2021	Jun. 10, 2021	May 26, 2021	May 11, 2021	Mar. 26, 2021	Mar. 11, 2021	Feb. 24, 2021	Mar. 31, 2021	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Feb. 07, 2018	Sep. 30, 2021	Dec. 31, 2020	Feb. 13, 2017
Dividends, Common Stock [Abstract]
Dividends Payable, Date Declared			Aug. 10, 2021			May 11, 2021			Feb. 24, 2021
Dividends Payable, Date of Record		Aug. 25, 2021			May 26, 2021			Mar. 11, 2021
Dividends Payable, Date to be Paid	Sep. 09, 2021			Jun. 10, 2021			Mar. 26, 2021
Stock Repurchase Program, Authorized Amount																	$ 300.0
Stock Repurchase Program, Period in Force														3 years
Treasury Stock, Shares, Acquired															133.5
Stock Repurchase Program, Remaining Authorized Repurchase Amount												$ 166.5			$ 166.5
Payment, Tax Withholding, Share-based Payment Arrangement										$ 27.7	$ 32.1	$ 34.8	$ 35.5
Dividends Payable, Amount Per Share			$ 0.095			$ 0.095			$ 0.075
Preferred Stock, Shares Authorized												100.0			100.0	100.0
Preferred Stock, Shares Issued												0.0			0.0	0.0
Preferred Stock, Shares Outstanding												0.0			0.0	0.0
Restricted Stock Units (RSUs)
Dividends, Common Stock [Abstract]
Vesting of restricted stock units										0.9	0.9
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation										0.3	0.3
Stock, Shares Issued Net of Shares for Tax Withholdings										0.6	0.6
Dividend Paid
Dividends, Common Stock [Abstract]
Dividends, Common Stock, Cash	$ 18.2			$ 18.2			$ 14.3

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Revenue (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2021 USD ($)
Revenue, Performance Obligation [Abstract]
Number of Types of Performance Obligations	2
Revenue to be recognized, rolling next two years	$ 120.0
Revenue to be recognized, rolling after two years	$ 150.0
Stand Ready Performance Obligations [Member]
Revenue, Performance Obligation [Abstract]
Revenue, Performance Obligation, Description of Good or Service	those that require us to stand ready to provide goods and services to a customer to use as and when requested (“Stand Ready Performance Obligations”)
Other Performance Obligations [Member]
Revenue, Performance Obligation [Abstract]
Revenue, Performance Obligation, Description of Good or Service	those that do not require us to stand ready (“Other Performance Obligations”)

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Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Net Income
Net income	$ 118.2	$ 106.7	$ 381.7	$ 251.0
Less: net (income) loss attributable to the noncontrolling interests	(4.0)	(3.9)	(12.0)	(9.5)
Net income (loss) attributable to TransUnion	$ 114.2	$ 102.8	$ 369.7	$ 241.5
Weighted-average shares outstanding:
Basic	191.6	190.2	191.3	189.8
Dilutive impact of stock based awards	1.5	2.1	1.6	2.3
Diluted	193.1	192.3	192.9	192.1
Earnings Per Share:
Basic	$ 0.60	$ 0.54	$ 1.93	$ 1.27
Diluted	$ 0.59	$ 0.53	$ 1.92	$ 1.26
Performance Shares Contingency Not Met [Member]
Earnings Per Share:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			0.1	1.3
Performance Shares [Member]
Earnings Per Share:
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.0	0.1	0.0	0.3

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Income Taxes (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Income Tax Examination [Line Items]
Effective tax benefit rate	24.80%	23.10%	25.30%	23.50%
U.S. federal statutory rate	21.00%	21.00%	21.00%	21.00%
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount			$ 9.1	$ 22.4
Unrecognized tax benefits	$ 40.5		40.5		$ 36.9
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 20.6		20.6		18.5
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense			6.1		$ 4.8
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount			(11.2)
United Kingdom
Income Tax Examination [Line Items]
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount			$ 20.5

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Reportable Segments (Detail) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) Segment segment	Sep. 30, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of Corporate Units | segment			1
Revenue	$ (791.6)	$ (695.9)	$ (2,311.1)	$ (2,017.9)
EBITDA
Segments Adjusted EBITDA	357.5	301.1	1,032.7	860.6
Corporate expense	(30.5)	(31.2)	(86.7)	(84.7)
Net interest expense	(24.7)	(26.5)	(74.6)	(94.6)
Depreciation and amortization	(95.9)	(92.2)	(288.6)	(273.4)
Stock-based compensation	(17.4)	(7.8)	(51.9)	(29.5)
Mergers and acquisitions, divestitures and business optimization	(10.3)	(1.5)	(23.4)	(12.9)
Accelerated technology investment	(12.6)	(4.5)	(29.7)	(10.3)
Net other(5)	12.8	(2.6)	(21.0)	(36.4)
Net loss (income) attributable to non-controlling interests	(4.0)	(3.9)	(12.0)	(9.5)
Total adjustments	(200.3)	(162.4)	(521.9)	(532.3)
Income before income taxes	157.2	138.7	510.7	328.3
Business Combination, Acquisition Related Costs	22.7	1.5	27.4	4.8
Net (gain) loss on investments in affiliated companies and other investments			(12.3)	0.5
Reimbursement				0.1
Loss Contingency Accrual, Period Increase (Decrease)	12.0		(20.4)
Currency remeasurement	(0.8)	1.6	$ (2.8)	(1.6)
Number of Operating Segments | Segment			3
Contingent Consideration
EBITDA
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings	0.5		$ 8.3
Cost-method Investments
EBITDA
Unrealized Gain (Loss) on Investments				4.8
Realized Investment Gains (Losses)	(12.9)		(13.4)
Gain (Loss) on Investments				(2.5)
Notes Receivable
EBITDA
Realized Investment Gains (Losses)			(1.1)
Fraudulent Incident recovery
EBITDA
Recovery of Direct Costs			(3.4)
Ramirez v. Trans Union LLC
EBITDA
Loss Contingency Accrual, Period Increase (Decrease)		4.2	(32.4)	34.7
Acquisition-related Costs | Callcredit
EBITDA
Business Combination, Integration Related Costs				7.5
Level 3
EBITDA
Fair Value, Assets and Liabilities Measured on Recurring Basis, Gain (Loss) Included in Earnings				0.3
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenue	(19.7)	(19.0)	(58.7)	(56.8)
United Kingdom
EBITDA
Net (gain) loss on investments in affiliated companies and other investments				(1.8)
U.S. Markets
Segment Reporting Information [Line Items]
Revenue	(498.4)	(438.5)	(1,451.2)	(1,265.8)
EBITDA
Segments Adjusted EBITDA	210.3	177.3	618.6	520.0
U.S. Markets | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenue	(17.7)	(17.2)	(52.7)	(51.7)
International
Segment Reporting Information [Line Items]
Revenue	(178.0)	(144.8)	(516.7)	(422.2)
EBITDA
Segments Adjusted EBITDA	77.7	56.7	221.3	154.4
International | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenue	(1.5)	(1.4)	(4.4)	(3.9)
International | Canada
Segment Reporting Information [Line Items]
Revenue	(30.6)	(27.9)	(95.0)	(78.5)
International | Latin America
Segment Reporting Information [Line Items]
Revenue	(26.7)	(21.7)	(76.8)	(63.2)
International | United Kingdom
Segment Reporting Information [Line Items]
Revenue	(54.6)	(44.2)	(158.3)	(132.1)
International | Africa
Segment Reporting Information [Line Items]
Revenue	(15.1)	(12.3)	(44.0)	(35.6)
International | India
Segment Reporting Information [Line Items]
Revenue	(34.5)	(23.9)	(96.4)	(72.4)
International | Asia Pacific
Segment Reporting Information [Line Items]
Revenue	(16.5)	(14.9)	(46.2)	(40.5)
Consumer Interactive
Segment Reporting Information [Line Items]
Revenue	(135.0)	(131.6)	(401.9)	(386.7)
EBITDA
Segments Adjusted EBITDA	69.4	67.1	192.8	186.2
Consumer Interactive | Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenue	(0.5)	(0.5)	(1.6)	(1.3)
Reportable Segments
Segment Reporting Information [Line Items]
Revenue	(811.4)	(714.9)	(2,369.8)	(2,074.8)
Financial Services | U.S. Markets
Segment Reporting Information [Line Items]
Revenue	(277.6)	(249.1)	(811.4)	(701.7)
Emerging Verticals | U.S. Markets
Segment Reporting Information [Line Items]
Revenue	$ (220.7)	$ (189.4)	$ (639.8)	$ (564.1)

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Reportable Segments Earnings from Equity Method Investments Included in Non-Operating Income and Expense (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Segment Reporting Information [Line Items]
Earnings from equity method investments	$ 2.9	$ 2.1	$ 8.6	$ 6.7
U.S. Markets
Segment Reporting Information [Line Items]
Earnings from equity method investments	0.6	0.8	1.9	2.0
International
Segment Reporting Information [Line Items]
Earnings from equity method investments	$ 2.2	$ 1.4	$ 6.7	$ 4.7

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Contingencies (Detail) $ in Millions		1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 21, 2017 USD ($) plantiff	Jul. 31, 2014 plantiff	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jun. 25, 2021	Dec. 31, 2020 USD ($)
Loss Contingencies [Line Items]
Loss Contingency Accrual, Period Increase (Decrease)			$ (12.0)		$ 20.4
Tax Adjustments, Settlements, and Unusual Provisions			39.0	$ 32.1	129.1	$ 77.3
Accrued legal and regulatory (Note 14)			$ 64.5		64.5			$ 76.0
Ramirez v. Trans Union LLC
Loss Contingencies [Line Items]
Loss Contingency, Number of Plaintiffs | plantiff	8,185	8,185
Loss Contingency, Percentage of Plaintiffs							23.00%
Loss Contingency Accrual, Period Increase (Decrease)				$ (4.2)	32.4	$ (34.7)
Tax Adjustments, Settlements, and Unusual Provisions					$ 8.1
Ramirez v. Trans Union LLC | Judicial Ruling | Statutory and Punitive Damages
Loss Contingencies [Line Items]
Loss Contingency, Damages Awarded, Value	$ 60.0