TRU TransUnion

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.

		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:
   1. The impact of changing foreign currency exchange rates is expected to be approximately 1% of headwind for Q1 2025 and FY 2025.
   2. There is no impact from recently announced acquisitions for Q1 2025 and FY 2025.
   3. 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:
   1. 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 SUBSIDIARIESConsolidated 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 SUBSIDIARIESConsolidated 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 SUBSIDIARIESConsolidated 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 SUBSIDIARIESNon-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 1TRANSUNION AND SUBSIDIARIESRevenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC(Unaudited)
		For the Three Months Ended December 31, 2024 compared withthe Three Months Ended December 31, 2023									For the Year Ended December 31, 2024 compared withthe 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 2TRANSUNION AND SUBSIDIARIESConsolidated 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 3TRANSUNION AND SUBSIDIARIESAdjusted 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 4TRANSUNION AND SUBSIDIARIESAdjusted 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 5TRANSUNION AND SUBSIDIARIESLeverage 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 6TRANSUNION AND SUBSIDIARIESSegment 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 7TRANSUNION AND SUBSIDIARIESReconciliation 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.