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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): February 13, 2025
____________________
TransUnion
(Exact name of registrant as specified in its charter)
____________________
| | | | | | | | | | | | | | |
Delaware | | 001-37470 | | 61-1678417 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | |
555 West Adams Street, | Chicago, | Illinois | | 60661 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (312) 985-2000
____________________
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
☐ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | TRU | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 13, 2025, TransUnion (the “Company”) issued a press release announcing results for the quarter ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On February 13, 2025, management reviewed a slide presentation during the Company’s fiscal 2024 fourth quarter earnings conference call. The presentation materials are attached hereto as Exhibit 99.2 and incorporated herein by reference. These materials may also be used by the Company at one or more subsequent conferences with analysts, investors, or other stakeholders.
The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
Exhibit No. | Description |
| Press release of TransUnion dated February 13, 2025, announcing results for the quarter ended December 31, 2024. |
| Earnings call presentation materials for the quarter ended December 31, 2024. |
104 | Cover page Interactive Data File (embedded within the inline XBRL file). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| | | | | | | | |
| TRANSUNION |
| | |
Date: February 13, 2025 | By: | /s/ Todd M. Cello |
| Name: | Todd M. Cello |
| Title: | Executive Vice President, Chief Financial Officer |
TransUnion Announces Fourth Quarter and Full-Year 2024 Results and Refreshed Capital Allocation Framework
•Exceeded fourth quarter 2024 financial guidance for revenue with 9 percent growth driven by U.S. Markets Financial Services and Insurance verticals, and our International segment
•Delivered strong financial results in 2024 while executing on technology modernization and delivering ~$85 million of transformation program savings
•Announcing new freemium direct-to-consumer credit education and monitoring offering, enabled in collaboration with Credit Sesame
•Providing 2025 financial guidance, we expect to deliver 3.5 to 5 percent revenue growth (4.5 to 6 percent organic constant currency)
•Refreshing capital allocation framework – lowering target Leverage Ratio to under 2.5x, raising quarterly dividend to $0.115 and announcing new $500 million share repurchase program authorization
CHICAGO, February 13, 2025 - TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter and full-year ended December 31, 2024.
Fourth Quarter 2024 Results
Revenue:
•Total revenue for the quarter was $1,037 million, an increase of 9 percent (9 percent on an organic constant currency basis), compared with the fourth quarter of 2023.
Earnings:
•Net income attributable to TransUnion was $66 million for the quarter, compared with $6 million for the fourth quarter of 2023. Diluted earnings per share was $0.34, compared with $0.03 in the fourth quarter of 2023. Net income attributable to TransUnion margin was 6 percent, compared with 1 percent in the fourth quarter of 2023.
•Adjusted Net Income was $192 million for the quarter, compared with $156 million for the fourth quarter of 2023. Adjusted Diluted Earnings per Share for the quarter was $0.97, compared with $0.80 in the fourth quarter of 2023.
•Adjusted EBITDA was $378 million for the quarter, an increase of 16 percent (16 percent on a constant currency basis) compared with the fourth quarter of 2023. Adjusted EBITDA margin was 36 percent, compared with 34 percent in the fourth quarter of 2023.
“TransUnion finished the year with strong revenue growth and margin expansion,” said Chris Cartwright, President and CEO. “U.S. Markets grew by high single-digits in the fourth quarter against subdued but stable market conditions, driven by mortgage pricing, improving non-mortgage Financial Services growth and Insurance strength. Our International segment delivered double-digit growth led by India, Asia Pacific and Latin America.”
“In 2025, we expect to deliver 4.5 to 6 percent organic constant currency revenue growth with modest margin expansion, assuming a continuation of current subdued conditions. We remain highly focused on driving strong financial results while executing on our transformation initiatives - refining and strengthening our global operating model; completing U.S. and India technology modernization; and accelerating innovation and growth across our solution suites. We took a key step in reinvigorating Consumer Interactive growth with today’s announcement of our new freemium credit education and monitoring offering, enabled in collaboration with Credit Sesame.”
“Following strong de-levering throughout 2024, we are providing a refreshed capital allocation framework. We are lowering our Leverage Ratio target to under 2.5x, raising our quarterly dividend to $0.115, and announcing a new $500 million share repurchase program. Given the strength of our portfolio and our ongoing transformation, the bar for M&A is high, and we are not seeking large-scale acquisitions. In 2025, we plan to deploy cash for a combination of further debt prepayment, share repurchases and partially funding of the recently announced Trans Union de Mexico acquisition.”
Fourth Quarter 2024 Segment Results
U.S. Markets:
U.S. Markets revenue was $792 million, an increase of 8 percent compared with the fourth quarter of 2023.
•Financial Services revenue was $356 million, an increase of 21 percent compared with the fourth quarter of 2023.
•Emerging Verticals revenue was $302 million, an increase of 4 percent compared with the fourth quarter of 2023.
•Consumer Interactive revenue was $134 million, a decrease of 11 percent compared with the fourth quarter of 2023.
Adjusted EBITDA was $312 million, an increase of 16 percent compared to the fourth quarter of 2023.
International:
International revenue was $245 million, an increase of 11 percent (12 percent on a constant currency basis) compared with the fourth quarter of 2023.
•Canada revenue was $39 million, an increase of 5 percent (8 percent on a constant currency basis) compared with the fourth quarter of 2023.
•Latin America revenue was $34 million, an increase of 7 percent (15 percent on a constant currency basis) compared with the fourth quarter of 2023.
•United Kingdom revenue was $59 million, an increase of 6 percent (3 percent on a constant currency basis) compared with the fourth quarter of 2023.
•Africa revenue was $18 million, an increase of 13 percent (8 percent on a constant currency basis) compared with the fourth quarter of 2023.
•India revenue was $67 million, an increase of 17 percent (18 percent on a constant currency basis) compared with the fourth quarter of 2023.
•Asia Pacific revenue was $29 million, an increase of 19 percent (20 percent on a constant currency basis) compared with the fourth quarter of 2023.
Adjusted EBITDA was $107 million, an increase of 11 percent (13 percent on a constant currency basis) compared with the fourth quarter of 2023.
Full Year 2024 Results
Revenue:
•Total revenue for the year was $4,184 million, an increase of 9 percent (9 percent on a constant currency basis) compared with 2023.
Earnings:
•Net income (loss) attributable to TransUnion was $284 million for the year, compared with $(206) million in 2023. Diluted earnings (loss) per share was $1.45, compared with $(1.07) in 2023. Net income (loss) attributable to TransUnion margin was 7 percent, compared with (5) percent in 2023. Our net income attributable to TransUnion, diluted earnings per share and net income attributable to TransUnion margin include expenses associated with our transformation plan. Our 2023 net income attributable to TransUnion, diluted earnings per share and net income attributable to TransUnion margin include a goodwill impairment recognized in the third quarter of 2023.
•Adjusted Net Income was $769 million for the year, compared with $655 million in 2023. Adjusted Diluted Earnings per Share was $3.91, compared with $3.37 in 2023.
•Adjusted EBITDA was $1,506 million for the year, compared to $1,344 million in 2023, an increase of 12 percent (an increase of 12 percent on a constant currency basis) compared with 2023. Adjusted EBITDA margin was 36 percent, compared with 35 percent in 2023.
Liquidity and Capital Resources
Cash and cash equivalents were $679 million at December 31, 2024 and $476 million at December 31, 2023. For the twelve months ended December 31, 2024, we prepaid $150.0 million of our Senior Secured Term Loans, funded from our cash on hand.
For the year ended December 31, 2024, cash provided by operating activities was $832 million compared with $645 million in 2023. For 2024, the increase in cash provided by operating activities was primarily due to improved operating performance and lower net interest expense, partially offset by employee separation payments and a penalty paid for the early termination of a facility lease, both of which were in connection with our operating model optimization program. For the year ended December 31, 2024, cash used in investing activities was $307 million for 2024 compared with $319 million in 2023. The decrease in cash used in investing activities was primarily due to lower investments in nonconsolidated affiliates. Capital expenditures as a percent of revenue represented 8% for 2024 and 2023. For the year ended December 31, 2024, cash used in financing activities was $309 million compared with $439 million in 2023. The decrease in cash used in financing activities was due primarily to a decrease in debt repayments.
The Company’s Board of Directors has authorized the repurchase of up to $500 million of the Company’s common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion. The share repurchase authorization does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and may be suspended or discontinued at any time. This new share repurchase authorization replaces all previous authorizations.
The Company’s Board of Directors has declared a cash dividend of $0.115 per share for the fourth quarter of 2024. The dividend will be payable on March 14, 2025, to shareholders of record on February 27, 2025.
First Quarter and Full Year 2025 Outlook
Our guidance is based on a number of assumptions that are subject to change, many of which are outside of the control of the Company, including general macroeconomic conditions, interest rates and inflation. There are numerous evolving
factors that we may not be able to accurately predict. There can be no assurance that the Company will achieve the results expressed by this guidance.
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| | Three Months Ended March 31, 2025 | | Year Ended December 31, 2025 |
(in millions, except per share data) | | Low | | High | | Low | | High |
Revenue, as reported | | $ | 1,060 | | | $ | 1,074 | | | $ | 4,333 | | | $ | 4,393 | |
Revenue growth1: | | | | | | | | |
As reported | | 4 | % | | 5 | % | | 3.5 | % | | 5 | % |
Constant currency1, 2 | | 5 | % | | 6 | % | | 4.5 | % | | 6 | % |
Organic constant currency1, 3 | | 5 | % | | 6 | % | | 4.5 | % | | 6 | % |
| | | | | | | | |
Net income attributable to TransUnion | | $ | 71 | | | $ | 77 | | | $ | 335 | | | $ | 362 | |
Net income attributable to TransUnion growth | | 9 | % | | 18 | % | | 18 | % | | 27 | % |
Net income attributable to TransUnion margin | | 6.7 | % | | 7.1 | % | | 7.7 | % | | 8.3 | % |
| | | | | | | | |
Diluted Earnings per Share | | $ | 0.36 | | | $ | 0.39 | | | $ | 1.68 | | | $ | 1.82 | |
Diluted Earnings per Share growth | | 7 | % | | 16 | % | | 16 | % | | 26 | % |
| | | | | | | | |
Adjusted EBITDA, as reported5 | | $ | 376 | | | $ | 384 | | | $ | 1,549 | | | $ | 1,590 | |
Adjusted EBITDA growth, as reported4 | | 5 | % | | 7 | % | | 3 | % | | 6 | % |
Adjusted EBITDA margin | | 35.5 | % | | 35.8 | % | | 35.8 | % | | 36.2 | % |
| | | | | | | | |
Adjusted Diluted Earnings per Share5 | | $ | 0.96 | | | $ | 0.99 | | | $ | 3.93 | | | $ | 4.08 | |
Adjusted Diluted Earnings per Share growth | | 4 | % | | 8 | % | | 1 | % | | 4 | % |
1.Additional revenue growth assumptions:
a.The impact of changing foreign currency exchange rates is expected to be approximately 1% of headwind for Q1 2025 and FY 2025.
b.There is no impact from recently announced acquisitions for Q1 2025 and FY 2025.
c.The impact of mortgage is expected to be approximately 2 points of benefit for Q1 2025 and approximately 2 points of benefit for FY 2025.
2.Constant currency growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.
3.Organic constant currency growth rates are constant currency growth excluding inorganic growth. Inorganic growth represents growth attributable to the first twelve months of activity for recent business acquisitions. There is no impact from recent business acquisitions in Q1 2025 and FY 2025.
4. Additional Adjusted EBITDA assumptions:
a.The impact of changing foreign currency exchange rates is expected to have approximately 2% of headwind for Q1 2025 and approximately 1% of headwind for FY 2025.
5.For a reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures, refer to Schedule 7 of this Earnings Release.
Earnings Webcast Details
In conjunction with this release, TransUnion will host a conference call and webcast today at 8:30 a.m. Central Time to discuss the business results for the quarter and certain forward-looking information. This session and the accompanying presentation materials may be accessed at www.transunion.com/tru. A replay of the call will also be available at this website following the conclusion of the call.
About TransUnion (NYSE: TRU)
TransUnion is a global information and insights company with over 13,000 associates operating in more than 30 countries. We make trust possible by ensuring each person is reliably represented in the marketplace. We do this with a Tru™ picture of each person: an actionable view of consumers, stewarded with care. Through our acquisitions and technology investments we have developed innovative solutions that extend beyond our strong foundation in core credit into areas such as marketing, fraud, risk and advanced analytics. As a result, consumers and businesses can transact with confidence and achieve great things. We call this Information for Good® — and it leads to economic opportunity, great experiences and personal empowerment for millions of people around the world.
http://www.transunion.com/business
Availability of Information on TransUnion’s Website
Investors and others should note that TransUnion routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the TransUnion Investor Relations website. While not all of the information that the Company posts to the TransUnion Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in TransUnion to review the information that it shares on www.transunion.com/tru.
Forward-Looking Statements
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this earnings release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including our guidance and descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.
Factors that could cause actual results to differ materially from those described in the forward-looking statements, or that could materially affect our financial results or such forward-looking statements include:
•macroeconomic effects and changes in market conditions, including the impact of inflation, risk of recession, and industry trends and adverse developments in the debt, consumer credit and financial services markets, including the impact on the carrying value of our assets in all of the markets where we operate;
•our ability to provide competitive services and prices;
•our ability to retain or renew existing agreements with large or long-term customers;
•our ability to maintain the security and integrity of our data;
•our ability to deliver services timely without interruption;
•our ability to maintain our access to data sources;
•government regulation and changes in the regulatory environment;
•litigation or regulatory proceedings;
•our approach to the use of artificial intelligence;
•our ability to effectively manage our costs;
•our efforts to execute our transformation plan and achieve the anticipated benefits and savings;
•our ability to maintain effective internal control over financial reporting or disclosure controls and procedures;
•economic and political stability in the United States and risks associated with the international markets where we operate;
•our ability to effectively develop and maintain strategic alliances and joint ventures;
•our ability to timely develop new services and the market’s willingness to adopt our new services;
•our ability to manage and expand our operations and keep up with rapidly changing technologies;
•our ability to acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;
•our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
•our ability to defend our intellectual property from infringement claims by third parties;
•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;
•stock price volatility;
•our dividend payments;
•share repurchase plans;
•dividend rate;
•our reliance on key management personnel; and
•changes in tax laws or adverse outcomes resulting from examination of our tax returns.
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, 2024, to be filed with the SEC in February 2025, and our Annual Report on Form 10-K for the year ended December 31, 2023, as well as our quarterly reports for the quarters ended September 30, 2024, June 30, 2024 and March 31, 2024, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.
The forward-looking statements contained in this earnings release speak only as of the date of this earnings release. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this earnings release.
For More Information
E-mail: Investor.Relations@transunion.com
Telephone: 312.985.2860
TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 679.5 | | | $ | 476.2 | |
Trade accounts receivable, net of allowance of $19.9 and $16.4 | 798.9 | | | 723.0 | |
Other current assets | 323.4 | | | 275.9 | |
Total current assets | 1,801.8 | | | 1,475.1 | |
Property, plant and equipment, net of accumulated depreciation and amortization of $506.3 and $804.4 | 203.5 | | | 199.3 | |
Goodwill | 5,144.3 | | | 5,176.0 | |
Other intangibles, net of accumulated amortization of $2,294.5 and $2,719.8 | 3,257.5 | | | 3,515.3 | |
Other assets | 577.7 | | | 739.4 | |
Total assets | $ | 10,984.8 | | | $ | 11,105.1 | |
Liabilities and stockholders’ equity | | | |
Current liabilities: | | | |
Trade accounts payable | $ | 294.6 | | | $ | 251.3 | |
Current portion of long-term debt | 70.6 | | | 89.6 | |
Other current liabilities | 694.4 | | | 661.8 | |
Total current liabilities | 1,059.6 | | | 1,002.7 | |
Long-term debt | 5,076.6 | | | 5,250.8 | |
Deferred taxes | 415.3 | | | 592.9 | |
Other liabilities | 114.5 | | | 153.2 | |
Total liabilities | 6,666.0 | | | 6,999.6 | |
Stockholders’ equity: | | | |
Preferred stock, $0.01 par value; 100.0 million shares authorized; none issued or outstanding as of December 31, 2024 and 2023 | — | | | — | |
Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2024 and December 31, 2023; 201.5 million and 200.0 million shares issued as of December 31, 2024 and December 31, 2023, respectively; and 194.9 million and 193.8 million shares outstanding as of December 31, 2024 and December 31, 2023, respectively | 2.0 | | | 2.0 | |
Additional paid-in capital | 2,558.9 | | | 2,412.9 | |
Treasury stock at cost; 6.6 million and 6.2 million shares at December 31, 2024 and December 31, 2023, respectively | (334.6) | | | (302.9) | |
Retained earnings | 2,357.9 | | | 2,157.1 | |
Accumulated other comprehensive loss | (367.2) | | | (260.9) | |
Total TransUnion stockholders’ equity | 4,217.0 | | | 4,008.2 | |
Noncontrolling interests | 101.8 | | | 97.3 | |
Total stockholders’ equity | 4,318.8 | | | 4,105.5 | |
Total liabilities and stockholders’ equity | $ | 10,984.8 | | | $ | 11,105.1 | |
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenue | $ | 1,036.8 | | | $ | 954.3 | | | $ | 4,183.8 | | | $ | 3,831.2 | |
Operating expenses | | | | | | | |
Cost of services (exclusive of depreciation and amortization below) | 411.6 | | | 380.6 | | | 1,673.3 | | | 1,517.3 | |
Selling, general and administrative | 317.2 | | | 303.9 | | | 1,239.3 | | | 1,171.6 | |
Depreciation and amortization | 137.3 | | | 133.3 | | | 537.8 | | | 524.4 | |
Goodwill impairment | — | | | — | | | — | | | 414.0 | |
Restructuring | — | | | 75.3 | | | 66.8 | | | 75.3 | |
Total operating expenses | 866.0 | | | 893.0 | | | 3,517.1 | | | 3,702.7 | |
Operating income | 170.8 | | | 61.3 | | | 666.7 | | | 128.5 | |
Non-operating income and (expense) | | | | | | | |
Interest expense | (62.0) | | | (71.0) | | | (265.2) | | | (288.2) | |
Interest income | 8.6 | | | 5.7 | | | 28.5 | | | 20.7 | |
Earnings from equity method investments | 4.2 | | | 4.6 | | | 18.3 | | | 16.3 | |
Other income and (expense), net | (20.9) | | | (6.4) | | | (47.1) | | | (22.7) | |
Total non-operating income and (expense) | (70.1) | | | (67.1) | | | (265.5) | | | (273.9) | |
Income (loss) from continuing operations before income taxes | 100.6 | | | (5.8) | | | 401.1 | | | (145.3) | |
Provision for income taxes | (29.9) | | | 15.4 | | | (98.8) | | | (44.7) | |
Income (loss) from continuing operations | 70.7 | | | 9.5 | | | 302.3 | | | (190.1) | |
Discontinued operations, net of tax | — | | | — | | | — | | | (0.7) | |
Net income (loss) | 70.7 | | | 9.5 | | | 302.3 | | | (190.8) | |
Less: net income attributable to noncontrolling interests | (4.5) | | | (3.5) | | | (18.0) | | | (15.4) | |
Net income (loss) attributable to TransUnion | $ | 66.2 | | | $ | 6.1 | | | $ | 284.4 | | | $ | (206.2) | |
| | | | | | | |
Income (loss) from continuing operations | $ | 70.7 | | | $ | 9.5 | | | $ | 302.3 | | | $ | (190.1) | |
Less: income from continuing operations attributable to noncontrolling interests | (4.5) | | | (3.5) | | | (18.0) | | | (15.4) | |
Income (loss) from continuing operations attributable to TransUnion | 66.2 | | | 6.0 | | | 284.4 | | | (205.4) | |
Discontinued operations, net of tax | — | | | — | | | — | | | (0.7) | |
Net income (loss) attributable to TransUnion | $ | 66.2 | | | $ | 6.1 | | | $ | 284.4 | | | $ | (206.2) | |
| | | | | | | |
Basic earnings (loss) per common share from: | | | | | | | |
Income (loss) from continuing operations attributable to TransUnion | $ | 0.34 | | | $ | 0.03 | | | $ | 1.46 | | | $ | (1.06) | |
Discontinued operations, net of tax | — | | | — | | | — | | | — | |
Net income (loss) attributable to TransUnion | $ | 0.34 | | | $ | 0.03 | | | $ | 1.46 | | | $ | (1.07) | |
Diluted earnings (loss) per common share from: | | | | | | | |
Income (loss) from continuing operations attributable to TransUnion | $ | 0.34 | | | $ | 0.03 | | | $ | 1.45 | | | $ | (1.06) | |
Discontinued operations, net of tax | — | | | — | | | — | | | — | |
Net income (loss) attributable to TransUnion | $ | 0.34 | | | $ | 0.03 | | | $ | 1.45 | | | $ | (1.07) | |
| | | | | | | |
Weighted-average shares outstanding: | | | | | | | |
Basic | 194.9 | | | 193.7 | | | 194.4 | | | 193.4 | |
Diluted | 197.3 | | | 194.3 | | | 196.7 | | | 193.4 | |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
| | | | | | | | | | | |
| Years Ended December 31, |
| 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net income (loss) | $ | 302.3 | | | $ | (190.8) | |
Less: Discontinued operations, net of tax | — | | | (0.7) | |
Income (loss) from continuing operations | 302.3 | | | (190.1) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | |
Depreciation and amortization | 537.8 | | | 524.4 | |
Goodwill impairment | — | | | 414.0 | |
Loss on repayment of loans | 7.4 | | | 7.6 | |
Deferred taxes | (157.3) | | | (162.7) | |
Stock-based compensation | 121.2 | | | 100.3 | |
Loss on early termination of lease | 40.5 | | | — | |
Other | 34.3 | | | 26.0 | |
Changes in assets and liabilities: | | | |
Trade accounts receivable | (105.6) | | | (135.1) | |
Other current and long-term assets | 46.0 | | | (12.7) | |
Trade accounts payable | 39.2 | | | (6.5) | |
Other current and long-term liabilities | (33.3) | | | 80.4 | |
Cash provided by operating activities of continuing operations | 832.5 | | | 645.6 | |
Cash used in operating activities of discontinued operations | — | | | (0.2) | |
Cash provided by operating activities | 832.5 | | | 645.4 | |
Cash flows from investing activities: | | | |
Capital expenditures | (315.8) | | | (310.7) | |
Proceeds from sale/maturity of other investments | 0.2 | | | 82.3 | |
Purchases of other investments | (0.2) | | | (53.5) | |
| | | |
Investments in nonconsolidated affiliates | (5.9) | | | (36.9) | |
Proceeds from the sale of investments in nonconsolidated affiliates | 7.7 | | | — | |
(Payments) proceeds related to disposal of discontinued operations | — | | | (0.5) | |
Other | 6.6 | | | 0.4 | |
Cash used in investing activities | (307.4) | | | (318.9) | |
Cash flows from financing activities: | | | |
Proceeds from Term Loans | 1,793.1 | | | 655.8 | |
| | | |
Repayments of Term Loans | (1,786.1) | | | (347.7) | |
Repayments of debt | (198.9) | | | (650.0) | |
Debt financing fees | (16.5) | | | (3.3) | |
Proceeds from issuance of common stock and exercise of stock options | 24.9 | | | 23.1 | |
Dividends to shareholders | (82.7) | | | (81.8) | |
Employee taxes paid on restricted stock units recorded as treasury stock | (31.7) | | | (18.4) | |
| | | |
Distributions to noncontrolling interests | (10.8) | | | (16.5) | |
Cash used in financing activities | (308.7) | | | (438.8) | |
Effect of exchange rate changes on cash and cash equivalents | (13.1) | | | 3.2 | |
Net change in cash and cash equivalents | 203.3 | | | (109.1) | |
Cash and cash equivalents, beginning of period | 476.2 | | | 585.3 | |
Cash and cash equivalents, end of period | $ | 679.5 | | | $ | 476.2 | |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
TRANSUNION AND SUBSIDIARIES
Non-GAAP Financial Measures
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income (loss) attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
Our board of directors and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.
Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.
Consolidated Adjusted EBITDA
Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:
•Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations. We exclude discontinued operations, net of tax because we believe it does not reflect the underlying and ongoing performance of our business operations.
•Net interest expense, which is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations.
•Provision for income taxes, as reported on our Consolidated Statements of Operations.
•Depreciation and amortization, as reported on our Consolidated Statements of Operations.
•Goodwill impairment, as reported on our Consolidated Statements of Operations. We exclude goodwill impairment because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations during that period and such expense can vary significantly between periods.
•Stock-based compensation is used as an incentive to engage and retain our employees. It is predominantly a non-cash expense. We exclude stock-based compensation because it may not correlate to the underlying performance of our business operations during the period since it is measured at the grant date fair value and it is subject to variability as a result of performance conditions and timing of grants. These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations.
•Operating model optimization program represents employee separation costs, facility lease exit costs and other business process optimization expenses incurred in connection with the transformation plan discussed
further in “Results of Operations - Factors Affecting Our Results of Operations.” We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business. Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in restructuring and selling, general and administrative on our Consolidated Statements of Operations.
•Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023. Project Rise was announced in February 2020 and was originally expected to be completed in 2022. Following our acquisition of Neustar in December 2021, we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement our cloud-based technology already under development as part of Project Rise. As a result, we extended Project Rise’s timeline to 2024 and increased the total estimated cost to approximately $240 million. In November 2023, we announced our plans to further leverage Neustar’s technology to standardize and streamline our product delivery platforms and to build a single global platform for fulfillment of our product lines. The additional investment is expected to be approximately $90 million during 2024 and 2025 and represents the final phase of the technology investment in our global technology infrastructure and core customer applications. We expect that the accelerated technology investment will fundamentally transform our technology infrastructure by implementing a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance and enable a continuous improvement approach to avoid the need for another major technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and performant hybrid cloud infrastructure requires us to dedicate separate resources in order to develop the new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our existing technology team to ensure no disruptions to our customers. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur after the program has been completed and are not representative of our underlying operating performance. Therefore, we believe that excluding these costs from our non-GAAP measures provides a better reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.
•Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses associated with specific transactions (exploratory or executed) and consist of (i) transaction and integration costs, (ii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period, (iii) fair value and impairment adjustments related to investments and call and put options, (iv) transition services agreement income, and (v) a loss on disposal of a business. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary depending upon the timing of such transactions. These expenses are reported in costs of services, selling, general and administrative and other income and (expenses), net, on our Consolidated Statements of Operations.
•Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and refinancing, (ii) currency remeasurement on foreign operations, (iii) other debt financing expenses consisting primarily of revolving credit facility deferred financing fee amortization and commitment fees and expenses associated with ratings agencies and interest rate hedging, (iv) legal and regulatory expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income. These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations.
Consolidated Adjusted EBITDA Margin
Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.
Adjusted Net Income
Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:
•Discontinued operations, net of tax (see Consolidated Adjusted EBITDA above)
•Goodwill impairment (see Consolidated Adjusted EBITDA above)
•Amortization of certain intangible assets presents non-cash amortization expenses related to assets that arose from our 2012 change in control transaction and business combinations occurring after our 2012 change in control. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary dependent upon the timing of the transactions that give rise to these assets. Amortization of intangible assets is included in depreciation and amortization on our Consolidated Statements of Operations.
•Stock-based compensation (see Consolidated Adjusted EBITDA above)
•Operating model optimization program (see Consolidated Adjusted EBITDA above)
•Accelerated technology investment (see Consolidated Adjusted EBITDA above)
•Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA above)
•Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other debt financing expenses and certain other miscellaneous income and expense that are included in the adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted Net Income.
•Total adjustments for income taxes relates to the cumulative adjustments discussed below for Adjusted Provision for Income Taxes. This adjustment is made for the reasons indicated in Adjusted Provision for Income Taxes below. Adjustments related to the provision for income taxes are included in the line item by this name on our consolidated statement of operations.
Adjusted Diluted Earnings Per Share
Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.
Adjusted Provision for Income Taxes
Management has excluded the following items from our provision for income taxes for the periods presented:
•Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted Net Income described above. The tax rate applied to each adjustment is based on the nature of each line item. We include the tax effect of the adjustments made to Adjusted Net Income to provide a comprehensive view of our adjusted net income.
•Excess tax expense (benefit) for stock-based compensation is the permanent difference between expenses recognized for book purposes and expenses recognized for tax purposes, in each case related to stock-based compensation expense. We exclude this amount from the Adjusted Provision for Income Taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of Adjusted Net Income.
•Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and reserves related to prior periods, and (iv) other non-recurring items. We exclude these items because they create variability that impacts comparability between periods.
Adjusted Effective Tax Rate
Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by Adjusted income from continuing operations before income taxes. We calculate adjusted income from continuing operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from (loss) income from continuing operations before income taxes.
Leverage Ratio
Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
This earnings release presents constant currency growth rates assuming foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates. This earnings release also presents organic constant currency growth rates, which assumes consistent foreign currency exchange rates between years and also eliminates the impact of our recent acquisitions. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates and the impacts of recent acquisitions.
Free cash flow is defined as cash provided by operating activities less capital expenditures and is a measure we may refer to.
Refer to Schedules 1 through 7 for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure.
SCHEDULE 1
TRANSUNION AND SUBSIDIARIES
Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended December 31, 2024 compared with the Three Months Ended December 31, 2023 | | For the Year Ended December 31, 2024 compared with the Year Ended December 31, 2023 | | |
| | Reported | | CC Growth1 | | Organic CC Growth2 | | Reported | | CC Growth1 | | Organic CC Growth2 | | | | | | | | | | |
Revenue: | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | 8.6 | % | | 8.9 | % | | 8.9 | % | | 9.2 | % | | 9.3 | % | | 9.3 | % | | | | | | | | | | |
U.S. Markets | | 7.6 | % | | 7.7 | % | | 7.7 | % | | 8.2 | % | | 8.2 | % | | 8.2 | % | | | | | | | | | | |
Financial Services | | 20.6 | % | | 20.6 | % | | 20.6 | % | | 15.2 | % | | 15.2 | % | | 15.2 | % | | | | | | | | | | |
Emerging Verticals | | 4.2 | % | | 4.2 | % | | 4.2 | % | | 4.0 | % | | 4.0 | % | | 4.0 | % | | | | | | | | | | |
Consumer Interactive | | (11.1) | % | | (11.1) | % | | (11.1) | % | | 1.5 | % | | 1.6 | % | | 1.6 | % | | | | | | | | | | |
International | | 10.7 | % | | 11.7 | % | | 11.7 | % | | 12.7 | % | | 13.0 | % | | 13.0 | % | | | | | | | | | | |
Canada | | 5.3 | % | | 7.9 | % | | 7.9 | % | | 9.9 | % | | 11.5 | % | | 11.5 | % | | | | | | | | | | |
Latin America | | 7.0 | % | | 15.2 | % | | 15.2 | % | | 10.6 | % | | 12.0 | % | | 12.0 | % | | | | | | | | | | |
United Kingdom | | 5.8 | % | | 2.7 | % | | 2.7 | % | | 5.1 | % | | 2.6 | % | | 2.6 | % | | | | | | | | | | |
Africa | | 13.0 | % | | 8.2 | % | | 8.2 | % | | 9.5 | % | | 9.8 | % | | 9.8 | % | | | | | | | | | | |
India | | 16.7 | % | | 18.3 | % | | 18.3 | % | | 23.1 | % | | 24.7 | % | | 24.7 | % | | | | | | | | | | |
Asia Pacific | | 19.3 | % | | 20.2 | % | | 20.2 | % | | 15.1 | % | | 15.8 | % | | 15.8 | % | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA: | | | | | | | | | | | | | | | | | | | | | | |
Consolidated | | 15.9 | % | | 16.4 | % | | 16.4 | % | | 12.1 | % | | 12.3 | % | | 12.3 | % | | | | | | | | | | |
U.S. Markets | | 16.3 | % | | 16.4 | % | | 16.4 | % | | 10.2 | % | | 10.2 | % | | 10.2 | % | | | | | | | | | | |
International | | 11.3 | % | | 12.8 | % | | 12.8 | % | | 15.8 | % | | 16.6 | % | | 16.6 | % | | | | | | | | | | |
1.Constant Currency (“CC”) growth rates assume foreign currency exchange rates are consistent between years. This allows financial results to be evaluated without the impact of fluctuations in foreign currency exchange rates.
2.We have no inorganic revenue or Adjusted EBITDA for the periods presented. Organic CC growth rate is the CC growth rate less inorganic growth rate.
SCHEDULE 2
TRANSUNION AND SUBSIDIARIES
Consolidated and Segment Revenue, Adjusted EBITDA, and Adjusted EBITDA Margins (Unaudited)
(dollars in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenue: | | | | | | | |
U.S. Markets gross revenue | | | | | | | |
Financial Services | $ | 356.1 | | | $ | 295.3 | | | $ | 1,433.8 | | | $ | 1,244.9 | |
Emerging Verticals | 302.3 | | | 290.3 | | | 1,215.5 | | | 1,168.2 | |
Consumer Interactive | 133.5 | | | 150.3 | | | 588.7 | | | 579.7 | |
U.S. Markets gross revenue | $ | 792.0 | | | $ | 735.8 | | | $ | 3,237.9 | | | $ | 2,992.8 | |
| | | | | | | |
International gross revenue | | | | | | | |
Canada | $ | 38.5 | | | $ | 36.6 | | | $ | 154.4 | | | $ | 140.5 | |
Latin America | 33.8 | | | 31.6 | | | 134.7 | | | 121.8 | |
United Kingdom | 59.2 | | | 55.9 | | | 227.7 | | | 216.6 | |
Africa | 18.4 | | | 16.3 | | | 66.4 | | | 60.6 | |
India | 66.6 | | | 57.1 | | | 269.4 | | | 218.9 | |
Asia Pacific | 28.6 | | | 24.0 | | | 105.8 | | | 91.9 | |
International gross revenue | $ | 245.1 | | | $ | 221.5 | | | $ | 958.4 | | | $ | 850.4 | |
| | | | | | | |
Total gross revenue | $ | 1,037.1 | | | $ | 957.3 | | | $ | 4,196.3 | | | $ | 3,843.1 | |
| | | | | | | |
Intersegment revenue eliminations | | | | | | | |
U.S. Markets | $ | 1.3 | | | $ | (1.6) | | | $ | (6.2) | | | $ | (6.2) | |
International | (1.6) | | | (1.4) | | | (6.4) | | | (5.7) | |
Total intersegment revenue eliminations | $ | (0.3) | | | $ | (3.0) | | | $ | (12.6) | | | $ | (11.9) | |
| | | | | | | |
Total revenue as reported | $ | 1,036.8 | | | $ | 954.3 | | | $ | 4,183.8 | | | $ | 3,831.2 | |
| | | | | | | |
Adjusted EBITDA: | | | | | | | |
U.S. Markets | $ | 311.9 | | | $ | 268.1 | | | $ | 1,232.8 | | | $ | 1,119.0 | |
International | 107.4 | | | 96.5 | | | 425.5 | | | 367.5 | |
Corporate | (41.4) | | | (38.6) | | | (152.0) | | | (142.8) | |
| | | | | | | |
Adjusted EBITDA Margin:1 | | | | | | | |
U.S. Markets | 39.4 | % | | 36.4 | % | | 38.1 | % | | 37.4 | % |
International | 43.8 | % | | 43.6 | % | | 44.4 | % | | 43.2 | % |
1.Segment Adjusted EBITDA Margins are calculated using segment gross revenue and segment Adjusted EBITDA. Consolidated Adjusted EBITDA Margin is calculated using total revenue as reported and consolidated Adjusted EBITDA.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Reconciliation of Net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA: | | | | | | | |
Net income (loss) attributable to TransUnion | $ | 66.2 | | | $ | 6.1 | | | $ | 284.4 | | | $ | (206.2) | |
Discontinued operations, net of tax | — | | | — | | | — | | | 0.7 | |
Income (loss) from continuing operations attributable to TransUnion | $ | 66.2 | | | $ | 6.0 | | | $ | 284.4 | | | $ | (205.4) | |
Net interest expense | 53.4 | | | 65.4 | | | 236.7 | | | 267.5 | |
Provision (benefit) for income taxes | 29.9 | | | (15.4) | | | 98.8 | | | 44.7 | |
Depreciation and amortization | 137.3 | | | 133.3 | | | 537.8 | | | 524.4 | |
EBITDA | $ | 286.8 | | | $ | 189.4 | | | $ | 1,157.7 | | | $ | 631.2 | |
Adjustments to EBITDA: | | | | | | | |
Stock-based compensation | $ | 35.6 | | | $ | 27.3 | | | $ | 121.2 | | | $ | 100.6 | |
Goodwill impairment1 | — | | | — | | | — | | | 414.0 | |
Mergers and acquisitions, divestitures and business optimization2 | 9.4 | | | 10.1 | | | 26.5 | | | 34.6 | |
Accelerated technology investment3 | 25.6 | | | 17.0 | | | 84.2 | | | 70.6 | |
Operating model optimization program4 | 8.4 | | | 77.6 | | | 94.8 | | | 77.6 | |
Net other5 | 12.1 | | | 4.6 | | | 21.8 | | | 15.2 | |
Total adjustments to EBITDA | $ | 91.1 | | | $ | 136.6 | | | $ | 348.7 | | | $ | 712.5 | |
Consolidated Adjusted EBITDA | $ | 377.9 | | | $ | 326.0 | | | $ | 1,506.3 | | | $ | 1,343.7 | |
| | | | | | | |
Net income (loss) attributable to TransUnion margin | 6.4 | % | | 0.6 | % | | 6.8 | % | | (5.4) | % |
Consolidated Adjusted EBITDA margin6 | 36.5 | % | | 34.2 | % | | 36.0 | % | | 35.1 | % |
As a result of displaying amounts in millions, rounding differences may exist in the tables above and footnotes below.
1.During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Transaction and integration costs | | $ | 4.2 | | | $ | 9.9 | | | $ | 11.2 | | | $ | 30.9 | |
Fair value and impairment adjustments | | 7.6 | | | 0.9 | | | 8.4 | | | 1.6 | |
Post-acquisition adjustments | | (2.3) | | | (0.5) | | | 7.0 | | | 4.3 | |
Transition services agreement income | | — | | | (0.1) | | | — | | | (2.5) | |
Loss on business disposal | | — | | | — | | | — | | | 0.3 | |
Total mergers and acquisitions, divestitures and business optimization | | $ | 9.4 | | | $ | 10.1 | | | $ | 26.5 | | | $ | 34.6 | |
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities, which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Foundational Capabilities | | $ | 10.7 | | | $ | 8.0 | | | $ | 35.7 | | | $ | 35.8 | |
Migration Management | | 13.3 | | | 7.7 | | | 43.2 | | | 29.6 | |
Program Enablement | | 1.6 | | | 1.3 | | | 5.4 | | | 5.2 | |
Total accelerated technology investment | | $ | 25.6 | | | $ | 17.0 | | | $ | 84.2 | | | $ | 70.6 | |
4.Operating model optimization consisted of the following adjustments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Employee separation | | $ | — | | | $ | 71.9 | | | $ | 24.7 | | | $ | 71.9 | |
Facility exit | | — | | | 3.4 | | | 42.1 | | | 3.4 | |
Business process optimization | | 8.4 | | | 2.3 | | | 28.0 | | | 2.3 | |
Total operating model optimization | | $ | 8.4 | | | $ | 77.6 | | | $ | 94.8 | | | $ | 77.6 | |
5.Net other consisted of the following adjustments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Deferred loan fee expense from debt prepayments and refinancings | | $ | 8.6 | | | $ | 6.2 | | | $ | 17.8 | | | $ | 9.3 | |
Other debt financing expenses | | 0.7 | | | 0.7 | | | 2.4 | | | 2.2 | |
Currency remeasurement on foreign operations | | 2.5 | | | (1.8) | | | 2.1 | | | 4.8 | |
Other non-operating (income) and expense | | 0.2 | | | (0.5) | | | (0.5) | | | (1.0) | |
Total other adjustments | | $ | 12.1 | | | $ | 4.6 | | | $ | 21.8 | | | $ | 15.2 | |
6.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
SCHEDULE 3
TRANSUNION AND SUBSIDIARIES
Adjusted Net Income and Adjusted Diluted Earnings Per Share (Unaudited)
(in millions, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Net income (loss) from continuing operations attributable to TransUnion | | $ | 66.2 | | | $ | 6.0 | | | $ | 284.4 | | | $ | (205.4) | |
Discontinued operations, net of tax | | — | | | — | | | — | | | (0.7) | |
Income (loss) attributable to TransUnion | | $ | 66.2 | | | $ | 6.1 | | | $ | 284.4 | | | $ | (206.2) | |
| | | | | | | | |
Weighted-average shares outstanding: | | | | | | | | |
Basic | | 194.9 | | | 193.7 | | | 194.4 | | | 193.4 | |
Diluted | | 197.3 | | | 194.3 | | | 196.7 | | | 193.4 | |
| | | | | | | | |
Basic earnings (loss) per common share from: | | | | | | | | |
Income (loss) from continuing operations attributable to TransUnion | | $ | 0.34 | | | $ | 0.03 | | | $ | 1.46 | | | $ | (1.06) | |
Discontinued operations, net of tax | | — | | | — | | | — | | | — | |
Net income (loss) attributable to TransUnion | | $ | 0.34 | | | $ | 0.03 | | | $ | 1.46 | | | $ | (1.07) | |
Diluted earnings (loss) per common share from: | | | | | | | | |
Income (loss) from continuing operations attributable to TransUnion | | $ | 0.34 | | | $ | 0.03 | | | $ | 1.45 | | | $ | (1.06) | |
Discontinued operations, net of tax | | — | | | — | | | — | | | — | |
Net income (loss) attributable to TransUnion | | $ | 0.34 | | | $ | 0.03 | | | $ | 1.45 | | | $ | (1.07) | |
| | | | | | | | |
Reconciliation of Net income (loss) attributable to TransUnion to Adjusted Net Income: | | | | | | | | |
Net income (loss) attributable to TransUnion | | $ | 66.2 | | | $ | 6.1 | | | $ | 284.4 | | | $ | (206.2) | |
Discontinued operations, net of tax | | — | | | — | | | — | | | 0.7 | |
Income (loss) from continuing operations attributable to TransUnion | | $ | 66.2 | | | $ | 6.0 | | | $ | 284.4 | | | $ | (205.4) | |
Adjustments before income tax items: | | | | | | | | |
Amortization of certain intangible assets | | 71.3 | | | 72.4 | | | 286.1 | | | 293.6 | |
Stock-based compensation | | 35.6 | | | 27.3 | | | 121.2 | | | 100.6 | |
Goodwill impairment1 | | — | | | — | | | — | | | 414.0 | |
Mergers and acquisitions, divestitures and business optimization2 | | 9.4 | | | 10.1 | | | 26.5 | | | 34.6 | |
Accelerated technology investment3 | | 25.6 | | | 17.0 | | | 84.2 | | | 70.6 | |
Operating model optimization program4 | | 8.4 | | | 77.6 | | | 94.8 | | | 77.6 | |
Net other5 | | 11.6 | | | 4.4 | | | 20.2 | | | 14.0 | |
Total adjustments before income tax items | | $ | 161.9 | | | $ | 208.8 | | | $ | 633.1 | | | $ | 1,005.0 | |
Total adjustments for income taxes6 | | $ | (35.9) | | | $ | (58.9) | | | $ | (148.7) | | | $ | (144.1) | |
Adjusted Net Income | | $ | 192.2 | | | $ | 156.0 | | | $ | 768.8 | | | $ | 655.4 | |
| | | | | | | | |
Weighted-average shares outstanding: | | | | | | | | |
Basic | | 194.9 | | | 193.7 | | | 194.4 | | | 193.4 | |
Diluted | | 197.3 | | | 194.3 | | | 196.7 | | | 194.7 | |
| | | | | | | | |
Adjusted Earnings per Share: | | | | | | | | |
Basic | | $ | 0.99 | | | $ | 0.81 | | | $ | 3.95 | | | $ | 3.39 | |
Diluted | | $ | 0.97 | | | $ | 0.80 | | | $ | 3.91 | | | $ | 3.37 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Reconciliation of Diluted earnings (loss) per share from Net income attributable to TransUnion to Adjusted Diluted Earnings per Share: | | | | | | | | |
Diluted earnings (loss) per common share from: | | | | | | | | |
Net income (loss) attributable to TransUnion | | $ | 0.34 | | | $ | 0.03 | | | $ | 1.45 | | | $ | (1.07) | |
Discontinued operations, net of tax | | — | | | — | | | — | | | — | |
Income (loss) from continuing operations attributable to TransUnion | | $ | 0.34 | | | $ | 0.03 | | | $ | 1.45 | | | $ | (1.06) | |
Adjustments before income tax items: | | | | | | | | |
Amortization of certain intangible assets | | 0.36 | | | 0.37 | | | 1.45 | | | 1.51 | |
Stock-based compensation | | 0.18 | | | 0.14 | | | 0.62 | | | 0.52 | |
Goodwill impairment1 | | — | | | — | | | — | | | 2.13 | |
Mergers and acquisitions, divestitures and business optimization2 | | 0.05 | | | 0.05 | | | 0.13 | | | 0.18 | |
Accelerated technology investment3 | | 0.13 | | | 0.09 | | | 0.43 | | | 0.36 | |
Operating model optimization program4 | | 0.04 | | | 0.40 | | | 0.48 | | | 0.40 | |
Net other5 | | 0.06 | | | 0.02 | | | 0.10 | | | 0.07 | |
Total adjustments before income tax items | | $ | 0.82 | | | $ | 1.07 | | | $ | 3.22 | | | $ | 5.16 | |
Total adjustments for income taxes6 | | (0.18) | | | (0.30) | | | (0.76) | | | (0.74) | |
Impact of additional dilutive shares7 | | — | | | — | | | — | | | 0.02 | |
Adjusted Diluted Earnings per Share | | $ | 0.97 | | | $ | 0.80 | | | $ | 3.91 | | | $ | 3.37 | |
Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.
1.During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Transaction and integration costs | | $ | 4.2 | | | $ | 9.9 | | | $ | 11.2 | | | $ | 30.9 | |
Fair value and impairment adjustments | | 7.6 | | | 0.9 | | | 8.4 | | | 1.6 | |
Post-acquisition adjustments | | (2.3) | | | (0.5) | | | 7.0 | | | 4.3 | |
Transition services agreement income | | — | | | (0.1) | | | — | | | (2.5) | |
Loss on business disposal | | — | | | — | | | — | | | 0.3 | |
Total mergers and acquisitions, divestitures and business optimization | | $ | 9.4 | | | $ | 10.1 | | | $ | 26.5 | | | $ | 34.6 | |
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Foundational Capabilities | | $ | 10.7 | | | $ | 8.0 | | | $ | 35.7 | | | $ | 35.8 | |
Migration Management | | 13.3 | | | 7.7 | | | 43.2 | | | 29.6 | |
Program Enablement | | 1.6 | | | 1.3 | | | 5.4 | | | 5.2 | |
Total accelerated technology investment | | $ | 25.6 | | | $ | 17.0 | | | $ | 84.2 | | | $ | 70.6 | |
4.Operating model optimization consisted of the following adjustments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Employee separation | | $ | — | | | $ | 71.9 | | | $ | 24.7 | | | $ | 71.9 | |
Facility exit | | — | | | 3.4 | | | 42.1 | | | 3.4 | |
Business process optimization | | 8.4 | | | 2.3 | | | 28.0 | | | 2.3 | |
Total operating model optimization | | $ | 8.4 | | | $ | 77.6 | | | $ | 94.8 | | | $ | 77.6 | |
5.Net other consisted of the following adjustments:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Deferred loan fee expense from debt prepayments and refinancing | | $ | 8.6 | | | $ | 6.2 | | | $ | 17.8 | | | $ | 9.3 | |
Currency remeasurement on foreign operations | | 2.5 | | | (1.8) | | | 2.1 | | | 4.8 | |
Other non-operating expense | | 0.4 | | | — | | | 0.3 | | | — | |
Total other adjustments | | $ | 11.6 | | | $ | 4.4 | | | $ | 20.2 | | | $ | 14.0 | |
6.Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.
7.Diluted share counts for Adjusted Diluted Earnings Per Share includes an additional 1.3 million of dilutive securities for the twelve months ended December 31, 2023, which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position for the twelve months ended December 31, 2023.
SCHEDULE 4
TRANSUNION AND SUBSIDIARIES
Adjusted Provision for Income Taxes, Effective Tax Rate and Adjusted Effective Tax Rate (Unaudited)
(dollars in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
Income (loss) from continuing operations before income taxes | $ | 100.6 | | | $ | (5.8) | | | $ | 401.1 | | | $ | (145.3) | |
Total adjustments before income tax items from Schedule 3 | 161.9 | | | 208.8 | | | 633.1 | | | 1,005.0 | |
Adjusted income from continuing operations before income taxes | $ | 262.5 | | | $ | 203.0 | | | $ | 1,034.3 | | | $ | 859.7 | |
| | | | | | | |
Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes | | | | | | | |
(Provision) benefit for income taxes | (29.9) | | | 15.4 | | | (98.8) | | | (44.7) | |
Adjustments for income taxes: | | | | | | | |
Tax effect of above adjustments | (37.0) | | | (45.5) | | | (145.5) | | | (135.6) | |
Eliminate impact of excess tax (benefit) expenses for stock-based compensation | (0.1) | | | 0.2 | | | (1.5) | | | 3.0 | |
Other1 | 1.3 | | | (13.7) | | | (1.7) | | | (11.5) | |
Total adjustments for income taxes | $ | (35.9) | | | $ | (58.9) | | | $ | (148.7) | | | $ | (144.1) | |
Adjusted Provision for Income Taxes | $ | (65.8) | | | $ | (43.5) | | | $ | (247.6) | | | $ | (188.8) | |
| | | | | | | |
Effective tax rate | 29.7 | % | | 263.1 | % | | 24.6 | % | | (30.8) | % |
Adjusted Effective Tax Rate | 25.1 | % | | 21.4 | % | | 23.9 | % | | 22.0 | % |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Other adjustments for income taxes include:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, | | Years Ended December 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Deferred tax adjustments | | $ | 15.2 | | | $ | (13.5) | | | $ | 13.8 | | | $ | (12.9) | |
Valuation allowance adjustments | | (10.6) | | | 4.8 | | | (12.7) | | | 4.0 | |
Return to provision, audit adjustments, and reserves related to prior periods | | (3.5) | | | (3.6) | | | (2.3) | | | (1.0) | |
Other adjustments | | 0.1 | | | (1.4) | | | (0.5) | | | (1.6) | |
Total other adjustments | | $ | 1.3 | | | $ | (13.7) | | | $ | (1.7) | | | $ | (11.5) | |
SCHEDULE 5
TRANSUNION AND SUBSIDIARIES
Leverage Ratio (Unaudited)
(dollars in millions)
| | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2024 | | 2023 |
Reconciliation of Net income (loss) attributable to TransUnion to Consolidated Adjusted EBITDA: | | | | |
Net income (loss) attributable to TransUnion | | $ | 284.4 | | | $ | (206.2) | |
Discontinued operations, net of tax | | — | | | 0.7 | |
Income (loss) from continuing operations attributable to TransUnion | | $ | 284.4 | | | $ | (205.4) | |
Net interest expense | | 236.7 | | | 267.5 | |
Provision for income taxes | | 98.8 | | | 44.7 | |
Depreciation and amortization | | 537.8 | | | 524.4 | |
EBITDA | | $ | 1,157.7 | | | $ | 631.2 | |
Adjustments to EBITDA: | | | | |
Stock-based compensation | | $ | 121.2 | | | $ | 100.6 | |
Goodwill impairment1 | | — | | | 414.0 | |
Mergers and acquisitions, divestitures and business optimization2 | | 26.5 | | | 34.6 | |
Accelerated technology investment3 | | 84.2 | | | 70.6 | |
Operating model optimization program4 | | 94.8 | | | 77.6 | |
Net other5 | | 21.8 | | | 15.2 | |
Total adjustments to EBITDA | | $ | 348.7 | | | $ | 712.5 | |
Leverage Ratio Adjusted EBITDA | | $ | 1,506.3 | | | $ | 1,343.7 | |
| | | | |
Total debt | | $ | 5,147.2 | | | $ | 5,340.4 | |
Less: Cash and cash equivalents | | 679.5 | | | 476.2 | |
Net Debt | | $ | 4,467.8 | | | $ | 4,864.2 | |
| | | | |
Ratio of Net Debt to Net income (loss) attributable to TransUnion | | 15.7 | | | (23.6) | |
Leverage Ratio6 | | 3.0 | | | 3.6 | |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
2.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
| | | | | | | | | | | |
| Years Ended December 31, |
| 2024 | | 2023 |
Transaction and integration costs | $ | 11.2 | | | $ | 30.9 | |
Fair value and impairment adjustments | 8.4 | | | 1.6 | |
Post-acquisition adjustments | 7.0 | | | 4.3 | |
Transition services agreement income | — | | | (2.5) | |
Loss on business disposal | — | | | 0.3 | |
Total mergers and acquisitions, divestitures and business optimization | $ | 26.5 | | | $ | 34.6 | |
3.Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing
a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
| | | | | | | | | | | |
| Years Ended December 31, |
| 2024 | | 2023 |
Foundational Capabilities | $ | 35.7 | | | $ | 35.8 | |
Migration Management | 43.2 | | | 29.6 | |
Program Enablement | 5.4 | | | 5.2 | |
Total accelerated technology investment | $ | 84.2 | | | $ | 70.6 | |
4.Operating model optimization consisted of the following adjustments:
| | | | | | | | | | | |
| Years Ended December 31, |
| 2024 | | 2023 |
Employee separation | $ | 24.7 | | | $ | 71.9 | |
Facility exit | 42.1 | | | 3.4 | |
Business process optimization | 28.0 | | | 2.3 | |
Total operating model optimization | $ | 94.8 | | | $ | 77.6 | |
5.Net other consisted of the following adjustments:
| | | | | | | | | | | |
| Years Ended December 31, |
| 2024 | | 2023 |
Deferred loan fee expense from debt prepayments and refinancings | $ | 17.8 | | | $ | 9.3 | |
Other debt financing expenses | 2.4 | | | 2.2 | |
Currency remeasurement on foreign operations | 2.1 | | | 4.8 | |
Other non-operating (income) and expense | (0.5) | | | (1.0) | |
Total other adjustments | $ | 21.8 | | | $ | 15.2 | |
6.We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above.
SCHEDULE 6
TRANSUNION AND SUBSIDIARIES
Segment Depreciation and Amortization (Unaudited)
(in millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Years Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
U.S. Markets | $ | 101.1 | | | $ | 101.3 | | | $ | 400.5 | | | $ | 393.6 | |
International | 35.2 | | | 30.9 | | | 133.3 | | | 126.4 | |
Corporate | 0.9 | | | 1.1 | | | 3.9 | | | 4.4 | |
Total depreciation and amortization | $ | 137.3 | | | $ | 133.3 | | | $ | 537.8 | | | $ | 524.4 | |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
SCHEDULE 7
TRANSUNION AND SUBSIDIARIES
Reconciliation of Non-GAAP Guidance (Unaudited)
(in millions, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2025 | | Year Ended December 31, 2025 |
| Low | | High | | Low | | High |
Guidance reconciliation of Net income attributable to TransUnion to Adjusted EBITDA: | | | | | | | |
Net income attributable to TransUnion | $ | 71 | | | $ | 77 | | | $ | 335 | | | $ | 362 | |
Interest, taxes and depreciation and amortization | 222 | | | 225 | | | 923 | | | 935 | |
EBITDA | $ | 293 | | | $ | 301 | | | $ | 1,258 | | | $ | 1,298 | |
Stock-based compensation, mergers, acquisitions divestitures and business optimization-related expenses and other adjustments1 | 83 | | | 83 | | | 292 | | | 292 | |
Adjusted EBITDA | $ | 376 | | | $ | 384 | | | $ | 1,549 | | | $ | 1,590 | |
| | | | | | | |
Net income attributable to TransUnion margin | 6.7 | % | | 7.1 | % | | 7.7 | % | | 8.3 | % |
Consolidated Adjusted EBITDA margin2 | 35.5 | % | | 35.8 | % | | 35.8 | % | | 36.2 | % |
| | | | | | | |
Guidance reconciliation of Diluted earnings per share to Adjusted Diluted Earnings per Share: | | | | | | | |
Diluted earnings per share | $ | 0.36 | | | $ | 0.39 | | | $ | 1.68 | | | $ | 1.82 | |
Adjustments to diluted earnings per share1 | 0.60 | | | 0.60 | | | 2.25 | | | 2.26 | |
Adjusted Diluted Earnings per Share | $ | 0.96 | | | $ | 0.99 | | | $ | 3.93 | | | $ | 4.08 | |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.These adjustments include the same adjustments we make to our Adjusted EBITDA and Adjusted Net Income as discussed in the Non-GAAP Financial Measures section of our Earnings Release.
2.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
Fourth Quarter 2024 Earnings February 13, 2025 Chris Cartwright, President and CEO Todd Cello, CFO Exhibit 99.2
2@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Non-GAAP Financial InformationForward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Factors that could cause TransUnion’s actual results to differ materially from those described in the forward-looking statements include: macroeconomic effects and changes in market conditions, including the impact of inflation, risk of recession and industry trends and adverse developments in the debt, consumer credit and financial services markets, including the impact on the carrying value of our assets in all of the markets where we operate; our ability to provide competitive services and prices; our ability to retain or renew existing agreements with large or long-term customers; our ability to maintain the security and integrity of our data; our ability to deliver services timely without interruption; our ability to maintain our access to data sources; government regulation and changes in the regulatory environment; litigation or regulatory proceedings; our approach to the use of artificial intelligence; our ability to effectively manage our costs; our efforts to execute our transformation plan and achieve the anticipated benefits and savings; our ability to maintain effective internal control over financial reporting or disclosure controls and procedures; economic and political stability in the United States and risks associated with the international markets where we operate; our ability to effectively develop and maintain strategic alliances and joint ventures; our ability to timely develop new services and the market’s willingness to adopt our new services; our ability to manage and expand our operations and keep up with rapidly changing technologies; our ability to acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions; our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property; our ability to defend our intellectual property from infringement claims by third parties; 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; risks related to our indebtedness, including our ability to make timely payments of principal and interest and our ability to satisfy covenants in the agreements governing our indebtedness; our ability to maintain our liquidity; our dividend payments and dividend rate; share repurchase plans; our reliance on key management personnel; changes in tax laws or adverse outcomes resulting from examination of our tax returns; and other one-time events and other factors that can be found in our Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are available on TransUnion’s website (www.transunion.com/tru) and on the Securities and Exchange Commission’s website (www.sec.gov). TransUnion undertakes no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this presentation. This investor presentation includes certain non-GAAP measures that are more fully described in the appendices to the presentation. Exhibit 99.1, “Press release of TransUnion dated February 13, 2025, announcing results for the quarter and year ended December 31, 2024,” under the heading ‘Non-GAAP Financial Measures,’” furnished to the Securities and Exchange Commission on February 13, 2025. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures for each of the periods included in this presentation are included in the Appendices at the back of this investor presentation.
3@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Fourth quarter 2024 highlights1 2025 strategic priorities2 Fourth quarter 2024 financial results3 2025 guidance and capital allocation priorities4
4@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. *Revenue growth figures referenced above are organic constant currency. International revenue grew double digits* for 15th straight quarter. Double- digit growth in India, Asia Pacific and Latin America U.S. Markets revenue +8% led by Financial Services and Insurance Organic constant currency revenue +9%, +4% excluding mortgage Exceeded guidance on revenue and Adjusted EBITDA for 5th consecutive quarter Prepaid $45M in debt and refinanced term loans to extend maturity and reduce interest expense For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Fourth quarter 2024 highlights
@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 5 Improved revenue and earnings growth Optimize global operating model Accelerate innovation Modernize technology In 2024, TransUnion delivered strong financial results while executing on an ambitious business transformation Deliver Financial Commitments Transform the Business • 9% revenue growth*, U.S. Markets (+8%) and International (+13%) • 16% Adjusted Diluted EPS growth, driven by revenue growth, 90bps+ of margin expansion, and debt prepayments and refinancings • Launched first set of products built on OneTru – TruValidate Integrated Solutions, TruIQ Data Enrichment and Analytics Studio, TruAudience Native Identity and Data Collaboration • Built strong pipeline for new launches, ahead of expectations • Relocated 1,000+ roles to Global Capability Centers • Documented processes and transferred knowledge to new associates in GCCs • Delivered $85 million of transformation savings • Achieved milestones on tech modernization with key OneTru migrations: – FactorTrust short-term lending bureau – SHAPE internal big data and analytics environment – New subject selection, decisioning and AI capabilities • Prepared for U.S. and India platform migrations in 2025 *Revenue growth figures referenced above are organic constant currency. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation.
@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 6 Drive consistent financial results in a muted but stable market Refine and enhance global operating model Accelerate innovation and growth across solution suites Complete U.S. and India technology modernizations 2025 strategic priorities build upon this momentum to drive our next horizon of growth Transform the BusinessDeliver Financial Commitments
7@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Revenue +3.5% to +5% • Underlying growth consistent with 2024, excluding mortgage and breach - Mortgage +2% tailwind vs. +4% tailwind in 2024 - Breach (1%) headwind vs. +1% tailwind in 2024 - No expectation for interest rate cut benefits • U.S. Markets driven by modest non- mortgage volume growth; mortgage pricing; Insurance; and new wins • International broad-based strength, with India growth improving in H2 • Modest margin expansion at high-end of range - Revenue flow through and cost management support continued investments in growth and transformation • Next wave of transformation savings targeted for 2026 • Higher adjusted tax rate in 2025 impacted by global tax reform, including global minimum tax • Interest expense benefit from 2024 debt prepayments and refinancings For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Adjusted EBITDA +3% to +6% Adjusted Diluted EPS +1% to +4% Drive consistent financial results Expect solid 2025 results in a continued stable but muted market environment +4.5% to +6% organic constant currency ~(100)bps growth headwind from FX ~(600)bps growth headwind from FX and higher tax rate
8@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Future revenue and earnings upside when U.S. credit volumes improve from below-trend levels Mortgages Auto Loans Credit Cards Unsecured Personal Loans Drive consistent financial results 6.8 8.4 4.3 4.3 2019 2022 2023 2024 28.2 26.6 24.4 24.5 2019 2022 2023 2024 66.9 83.0 80.2 74.9 2019 2022 2023 2024 18.6 22.4 19.7 20.8 2019 2022 2023 2024 Source: TransUnion Consumer Credit Database. Bar charts represent total industry- level originations (millions) on a trailing-twelve-month basis from Q3 of the stated year. • Limited new home inventory weighing on purchase volume • Refinance volumes at multi-decade lows • Higher inventory and incentives supports improved sales • Replacement cycle adds to pent-up demand • FinTech funding continues to recover • Significant debt consolidation opportunity • Consumer delinquencies stable in Q4 • Replenished deposit bases for small- and medium-sized lenders Originations (in millions)
9@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Implemented major operating model improvements in 2024 • Local workforce reductions largely completed in early 2024; ongoing role migrations within normal course - Added senior management roles in Global Capability Centers (GCCs) to support increased headcount across expanded range of enterprise functions - New positions to be filled in the GCCs through year-end • Transition playbook ensures rigorous process documentation and knowledge transfer - Significant investment in employee training and performance monitoring Continuous improvement in 2025 • Confirm location and functional strategy of GCCs to ensure optimal coverage - Increase resources in Latin America time zones - Ensure right scope of products and functions - Further rationalize suppliers • Create end-to-end ownership of key product and functions within GCCs - Reimagine talent operating model to co-locate senior leaders with product and engineering teams - Measure success based on business value realized and services levels achieved to geographies • Execute refinements within ongoing operations Creating a world-class global operating model to support product, geographic, and vertical growth Refine and enhance global operating model
10@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Modernizing our technology and product platforms to accelerate innovation and drive cost savings Risk Management Marketing CommunicationsInvestigationsConsumer Engagement Fraud Prevention Product Suites and Brands Technology Platforms Advanced Analytics Standardized development tools and infrastructure to drive cost savings Centralized data and intelligence hub to accelerate innovation Data Management AnalyticsIdentity Delivery Private Hybrid multi-cloud Common global services (e.g., security, compliance, developer tools) OneTru Solutions Enablement Platform OneDev Infrastructure Operating System Consolidate disparate point solutions into integrated product suites Customers Complete U.S. and India technology modernizations
11@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Complete U.S. and India technology modernizations Launched end-to-end capabilities; migrated half of customers Activated 90% of all data science and analytics use cases FactorTrust Short-term lending bureau SHAPE Internal analytics environment Migrate remaining customers over course of 2025 Migrate business support use cases and decommission legacy platform in 2025 Milestones: Next steps: Consumer Solutions Announced launch of new direct-to- consumer freemium user experience U.S. Credit Went live with batch and online capabilities for one of largest customers India Analytics Moved 5 years of data assets, supporting 60% of users and 35% of use cases Consolidate underlying credit and identity services platforms on OneTru Start migration of largest 50 customers later in Q1 Complete migration of all data and analytics work; launch TruIQ Analytics Suite and Innovation Labs Delivering on significant milestones toward completing first phase of technology modernization in 2025
12@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Credit 50% Consumer 16% Marketing 8% Fraud 7% Communications 7% All Other 12% Credit 44% Consumer 18% Marketing 10% Fraud 5% Communications 9% All Other 14% Credit 71% Consumer 9% Marketing 1% Fraud 15% All Other 4% Note – “All Other” includes investigative solutions as well as vertical- and country-specific solutions + = U.S. Markets ($3.2 billion) International ($1.0 billion) Total Company ($4.2 billion) Scaling innovative and global solution families Accelerate innovation and growth across solution suites Revenue by Solution Family (FY 2024)
13@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • Grow Trusted Call Solutions – targeting $150M revenue in 2025F ($80M 2023; $115M 2024) • Improve mobile call experience with Branded Call Display • Restore trust in call display with Spoofed Call Protection • Leverage comprehensive fraud signal to enhance existing solutions • Drive new wins with TruValidate Integrated Solutions enhanced data signals, analytics and model capabilities • Mature cross-functional go-to-market approach • Expand data, identity, and decisioning services to address customer needs • Accelerate sales of TruIQ Data Enrichment (on- demand credit marketing) • Complete launch of Advanced Acquisition – modular suite enabling end-to-end credit marketing • Deploy Identity, Audience Building and Analytics solutions to extend deeper into customer workflows • Accelerate cloud-based Identity growth with partners like Snowflake and Google • Strengthen brand awareness and cross- functional go-to-market • Enhance direct-to- consumer offering with freemium launch • Consolidate credit education and identity protection on a single global platform • Enable highly personalized credit offers via planned Monevo acquisition Accelerating innovation and growth potential across integrated solution suites in 2025 Accelerate innovation and growth across solution suites Unlock multibillion $ analytics enablement opportunity Become a recognized leader in identity solutions Be our customers’ “first call” for fraud mitigation Transform phone experience for customers and consumers Empower consumers with credit monitoring, ID protection and offers Credit / Analytics FraudMarketing Communications Consumer Today’s Spotlight Each contributing to 2025 growth; expect high-single digit growth or greater long-term
14@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Freemium is a business model that enables consumers to sign up for a free experience with core functionality, while also providing an optional upgrade to a premium subscription service that unlocks a wider-breadth of valuable functionality. • Nationally-recognized brand • Existing premium consumers • Organic consumer traffic • Operational and compliance rigor and controls • Private-labeled freemium platform • Offers inventory and engine • Product expertise, award-winning mobile app Phased launch through H1 2025 TransUnion-branded freemium offering New freemium direct-to-consumer offering, enabled in collaboration with Credit Sesame Accelerate innovation and growth across solution suites
15@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Direct entry into attractive direct-to- consumer freemium space • Participate in multibillion $ market opportunity - TransUnion currently serves freemium space only through channel partners • Accelerate speed to market - Freemium website/app launch includes full offers inventory of Credit Sesame - Access to Credit Sesame’s pipeline of innovation • Reduce upfront technology investment compared to self-build Deeper relationships with consumers and customers • Reach more consumers in more ways - Millions of consumers visit TransUnion properties annually, but only a fraction convert to paid users - Engage more consumers with free offering, along with streamlined path to upgrade to premium services • Provide financial and insurance customers with a new avenue for consumer acquisition - Positive feedback from customers during planning Freemium launch will complement premium credit monitoring and identity protection tools Enabling a sustainable growth path for Consumer Direct Accelerate innovation and growth across solution suites
16@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. …and empower each consumer to meet their individual goals. Meet consumers where they are… Direct (Consumers visiting TU’s digital properties) Indirect (Consumers engaged via TU’s partners) Learn Educate and empower consumers throughout their financial journeys Protect Provide premium credit monitoring and ID protection for ongoing security Build Facilitate access to financial offers, helping consumers make informed choices Existing capability New or improved capability Engaging and intuitive freemium experience Identity protection integrated into freemium offering Highly personalized credit offers via Monevo Offers integrated into freemium offering Leading partner to freemium and paid providers Bolstered identity protection capabilities with Sontiq Reinvigorating Consumer Interactive with an expansive offering Accelerate innovation and growth across solution suites
17@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • Direct – Stabilize premium base and monetize freemium channel – 2025 will be transition year with new offering • Indirect – Expand services to customers, including personalized offers via Monevo – Beneficiary of stabilization in card and lending marketing • Identity Protection and Breach – Continue to scale and win breach remediation contracts – Grew from ~$95M in 2022 to ~$165M in 2024 Direct ~25% Indirect ~75% Identity Protection and Breach (Sontiq) ~30% Consumer Interactive $589 million revenue (2024) Drivers of growth Consumer Interactive positioned for sustainable mid-single digit or greater revenue growth Accelerate innovation and growth across solution suites
18@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Consolidated fourth quarter 2024 highlights For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Reported ($M) Y/Y Change Revenue $1,037 9% Organic Constant Currency Revenue 9% Adjusted EBITDA $378 16% Adjusted EBITDA Margin 36.5% 230bps Adjusted Diluted EPS $0.97 21% • Organic constant currency revenue growth of +9%, or +4% excluding mortgage • Strong margin expansion from revenue growth and transformation savings Q4 2024 Results
19@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. U.S. Markets fourth quarter 2024 highlights Note: Rows may not foot due to rounding. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. • U.S. Financial Services +21%, or +7% excluding mortgage − Card & Banking +6% − Consumer Lending +3% − Auto +7% − Mortgage +80%, compared to inquiries +4% • Emerging Verticals +4% led by double-digit growth in Insurance • Consumer Interactive -11%, comparing against strong breach win in Q4 2023 • Neustar finished the year well − Grew revenue mid-single digit in 2024 and expanded Adjusted EBITDA margins to 35% − Delivered $100 million of cost savings since acquisition Reported ($M) Reported Y/Y FX Impact Organic Constant Currency Revenue $792 8% – 8% Financial Services 356 21% – 21% Emerging Verticals 302 4% – 4% Consumer Interactive 134 (11)% – (11)% Adjusted EBITDA $312 16% – 16% Q4 2024 Results
20@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. International fourth quarter 2024 highlights Note: Rows may not foot due to rounding. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. • India (+18%) commercial, fraud and direct-to-consumer offsetting modest declines in online credit volumes • U.K. (+3%) gradual volume improvement in banking and FinTech • Canada (+8%) led by consumer indirect, fraud and insurance • Latin America (+15%) broad- based across Colombia, Brazil and other markets Reported ($M) Reported Y/Y FX Impact Organic Constant Currency Revenue $245 11% (1)% 12% Canada 39 5% (3)% 8% Latin America 34 7% (8)% 15% U.K. 59 6% 3% 3% Africa 18 13% 5% 8% India 67 17% (1)% 18% Asia Pacific 29 19% (1)% 20% Adjusted EBITDA $107 11% (2)% 13% *Revenue growth figures referenced above are organic constant currency. Q4 2024 Results
21@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • Largest player in growing $300 million+ Mexican market; leader in credit risk with emerging presence in fraud and consumer solutions • Strong growth profile with high-single digit revenue CAGR over the last decade • Serves leading Mexican financial institutions and other key telco and retailers, with majority of revenue tied to credit reports and scores • Established in 1996, currently owned by TransUnion (~26%), the largest banks in Mexico and other minority investors – TransUnion has deep knowledge of business as founding shareholder, board member and technology provider ~$145M1 of revenue in 2024F Financial Services ~70% Other2 ~30% Vertical Mix Credit (largely reports and scores) ~85% Fraud / Other ~15% Solutions Mix 1 Estimated 2024 revenue of Trans Union de Mexico based on 20.53 USD/MXN exchange rate as of 1/14/25. 2 Other verticals include Retail, Telco, and Public Sector Planned acquisition of Trans Union de Mexico, the leading consumer credit bureau in Mexico
22@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. 1We define Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period. Total debt is netted for deferred financing fees / original issue discount. Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Strong de-levering throughout 2024 Leverage Ratio1 4.3x 3.9x 3.4x 3.1x 4.1x 3.5x 3.1x 3.5x 3.8x 3.6x 3.0x 2015 IPO 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Balance Sheet • Roughly $5.1 billion of debt and $679 million cash at quarter-end • $45 million debt prepayment in Q4; $150 million in 2024 • Average effective cost of debt (net of swaps) of 4.3%
23@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Reported Revenue: $1,060M to $1,074M +4% to +5% M&A contribution: No impact FX contribution: ~1pt. headwind Organic Constant Currency Revenue: +5% to +6% Mortgage impact: ~2pt. benefit Organic CC Revenue ex. Mortgage: +3% to +4% Adjusted EBITDA: $376M to $384M +5% to +7% FX contribution: ~2pt. headwind Adjusted EBITDA margin: 35.5% to 35.8% Adjusted EBITDA margin bps change: +40bps to +70bps Adjusted Diluted EPS: $0.96 to $0.99 +4% to +8% First quarter 2025 guidance Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Financial Guidance Revenue • Assumes similar lending and marketing trends to Q4 2024 • Mortgage inquiries expected to decline 10%+ Adjusted EBITDA • Expected margin expansion driven primarily by annualization of transformation savings
24@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • High-end of guidance assumes similar conditions to 2024 • ~1% revenue headwind from breach comparison, assuming no large-scale wins in 2025 – Consumer Interactive up low- single digit excluding breach • U.S. mortgage: Expect ~20% revenue growth based on modest inquiry declines – U.S. mortgage was ~11% of 2024 revenue Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Full-year 2025 revenue guidance Reported Revenue: $4.333B to $4.393B +3.5% to +5% M&A contribution: No impact FX contribution: ~1pt. headwind Organic Constant Currency Revenue: +4.5% to +6% Mortgage impact: ~2pt. benefit Organic CC Revenue ex. Mortgage: +2.5% to 4% Organic Growth Assumptions • U.S. Markets up mid-single digit (up low-single digit excluding mortgage) – Financial Services up low-double digit (up mid-single digit excluding mortgage) – Emerging Verticals up mid-single digit – Consumer Interactive down low-single digit • International up high-single digit (constant-currency) Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Financial Guidance
25@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. The adjusted tax rate guidance of ~26.5% reflects expected full year GAAP effective rate of ~31.5% less the elimination of discrete adjustments and other items totaling ~(5%). For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Full-year 2025 Adjusted EBITDA, Adjusted Diluted EPS and other guidance Adjusted EBITDA: $1.549B to $1.590B +3% to +6% FX contribution: ~1pt. headwind Adjusted EBITDA margin: 35.8% to 36.2% Adjusted EBITDA margin bps change: (20)bps to +20bps Adjusted Diluted EPS: $3.93 to $4.08 +1% to +4% Adjusted Tax Rate: ~26.5% Total D&A: ~$570M D&A ex. step-up from 2012 change in control and subsequent acquisitions: ~$285M Net Interest Expense: ~$195M CapEx: ~8% of revenue Financial Guidance Assumptions • Adjusted Diluted EPS headwind from FX (~2%) and higher tax rate (~4%) – Adjusted tax rate impacted by global tax reform, including global minimum tax • Lower interest expense due to 2024 prepayments and refinancings, lower SOFR • Anticipate using excess cash for debt prepayment and/or share repurchases; however, guidance assumes no capital allocation benefit
26@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Bridge to 2025 Adjusted EBITDA Guidance $1,506M $1,590M $104M $10M ($30M) 2024 Adjusted EBITDA Revenue flow-through less people and technology cost inflation Annualization of transformation savings Growth investments 2025F Adjusted EBITDA (High-End) Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Financial Guidance Focus areas of investment: • Technology and platform enhancements • New product innovation • Incremental sales specialists • International expansion Now achieved $95M annual run-rate savings
27@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Strengthening free cash flow in 2025 and beyond For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Path to improving free cash flow Free cash flow conversion defined as (cash flow from operations less capex) as a percent of adjusted net income; 2022-2024 conversion excludes $355M tax payment in 2022 related to gain on sale of Healthcare business. 2015 – 2021, and 2022 – 2024 represent average annual free cash flow conversion • Continue to grow revenue and earnings • Complete multi-year transformation program – $100-120M of one-time spend remaining in 2025 – Remaining ~$35M of transformation operating expense savings expected in 2026; ~$130M total – No further “Accelerated Technology Investment” addbacks upon program completion • Reduce capital intensity – CapEx at 6% of revenues starting in 2026 – CapEx focused more on product investments • Optimize working capital usage Capital Allocation Free cash flow conversion Impacted by M&A integration and transformation investments Complete remaining transformation investments 95%+ ~50% ~70% 90%+ 2015 - 2021 2022 - 2024 2025 2026+
28@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Strong free cash flow and optimized leverage enables balanced capital allocation Capital Allocation For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Prioritize growth investments • Fund growth investments while expanding margins, supported by revenue growth and ongoing business optimization • Focus areas of investment: – Technology and platform enhancements – New product innovation – Incremental sales specialists – International expansion • Consider bolt-on M&A aligned to growth strategy Manage leverage and liquidity • Now targeting Leverage Ratio of <2.5x (prior <3x) – Expect natural de-leveraging in 2025 • Continue to evaluate debt structure and voluntary prepayments • Maintain appropriate cash balances and explore repatriation opportunities – ~64% of current cash is overseas Increase capital returns to shareholders • Grow dividend alongside Adjusted Net Income – Raising quarterly dividend to $0.115 from $0.105 – Maintain 10%-15% dividend payout ratio • Increase bias toward share repurchases going forward – Board authorized new $500 million share repurchase program – Modest level of repurchases in 2025, balanced against de-levering and managing capital for TransUnion de Mexico acquisition
29@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Disciplined M&A approach aligned to growth strategy Strategic Focus for M&A M&A is an important strategic tool, but strength of portfolio creates a high bar • Ongoing transformation supports a generation of innovation-led growth • Not seeking large, transformational M&A Focus for bolt-on M&A and minority investments: • Foreign credit bureaus • Data assets centered around consumer identity • Complementary capabilities for core solutions Capital Allocation For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation. Financial Considerations M&A evaluated against all alternatives to maximize long- term free cash flow per share Key financial guideposts: Attractive cash-on-cash return and unlevered IRR exceeding cost of capital Additive to revenue growth rate Strong profitability with path to scale to company-level margins Accretive to Adjusted Diluted EPS by Year 2 Ability to return to target leverage within one year
30@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Expecting in 2025 to deliver +4.5% to +6% organic constant currency revenue growth Exceeded Q4 guidance for revenue and Adjusted EBITDA 2025 priorities: Refine and strengthen operating model, complete U.S. and India technology modernization, and accelerate pace of innovation Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2 and the Appendix at the back of this investor presentation.
31@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Q&A
32@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Appendices and Non-GAAP Reconciliations
33@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. • $355-375M of one-time expenses to capture benefits - $257 of one-time expenses thus far ($78M in 2023; $179M in 2024) - Remaining ~$100-120M expected in 2025 • Capex of ~8% of revenues in 2024 and expected in 2025 - Lower capex in 2024 (vs. ~9% expectation) driven by spending efficiency • $200M free cash flow benefit expected by 2026 - $120 to 140M of operating expense savings - Capex to 6% of revenues by 2026 or $70-80M* reduction • ~$95M run-rate operating expense savings in 2024 - Resulted from pull-forward of savings related to operating model optimization - Tech modernization expected to be completed by YE 2025; remaining ~$35M of savings realized in 2026 • Step change improvement in innovation to drive revenue growth *Based on capex reduction from 8% of revenues to 6% on 2023 revenue base Investments Benefits Completing U.S. and India technology modernization will drive remaining transformation program cost savings
34@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. U.S. Markets revenue composition (FY 2024) Card & Banking 31% Consumer Lending 20% Mortgage 31% Auto 18% Insurance 27% Tech, Retail & E- Commerce 22% Tele- Communications 19% Media 14% Tenant & Employment Screening 6% Collections 6% Public Sector 5% Direct 25% Indirect 75% Note: ~1% of revenue in administrative/other Financial Services (~$1.4 billion) Emerging Verticals (~$1.2 billion) Consumer Interactive (~$0.6 billion)
35@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Debt profile and 2025F interest expense bridge Debt Profile (12/31/24) 2025F Interest Expense Bridge Notional ($B) Expiry Rate Term Loan Tranche Term Loan A-4 1.3 Jun’29 SOFR + 1.50% Term Loan B-5 0.1 Nov’26 SOFR + CSA + 1.75% Term Loan B-9 1.9 Jun’31 SOFR + 1.75% Term Loan B-8 1.9 Jun’31 SOFR + 1.75% Swaps* June 2022 1.1 Jun’25 Receive SOFR, Pay 0.87% December 2021 1.6 Dec’26 Receive SOFR, Pay 1.39% December 2024 1.1 Dec’27 Receive SOFR, Pay 3.54% • ~72% of debt is currently swapped to fixed rate • 2025 net interest expense guidance assumes no additional debt prepayment or incremental debt $237M ~$195M ~($8M) ~($12M) ~($22M) 2024 Net Interest Expense 2024 Prepayments Refinancings SOFR, Hedges, Other 2025F Net Interest Expense
36@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted EBITDA and Adjusted EBITDA Margin
37@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted Net Income and Adjusted Diluted EPS
38@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted Effective Tax Rate
39@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Leverage Ratio
40@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Non-GAAP Adjustment Footnotes As a result of displaying amounts in millions, rounding differences may exist in the tables and footnotes. 1. Consisted of amortization of intangible assets from our 2012 change-in-control transaction and amortization of intangible assets established in business acquisitions after our 2012 change-in-control transaction. 2. During the quarter ended September 30, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment. 3. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments: 4. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services- oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
41@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Non-GAAP Adjustment Footnotes 5. Operating model optimization consisted of the following adjustments: 6. Net other consisted of the following adjustments: 7. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue. 8. Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes 9. Other adjustments for income taxes include:
42@ Copyright 2025 TransUnion, its subsidiaries and/or affiliates. All Rights Reserved. Adjusted EBITDA and Adjusted EPS Guidance As a result of displaying amounts in millions, rounding differences may exist in the table. 1. These adjustments include the same adjustments we make to our Adjusted EBITDA and Adjusted Net Income as discussed in the Non-GAAP Financial Measures section of our Earnings Release. 2. Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
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