TRU 10-Q

TransUnion (TRU)

10-Q 2026-04-28 For: 2026-03-31

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Added on April 28, 2026

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Delaware						61-1678417
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


			Page
PART I. FINANCIAL INFORMATION			4
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS			4
Consolidated Balance Sheets			4
Consolidated Statements of Operations			5
Consolidated Statements of Comprehensive Income			6
Consolidated Statements of Cash Flows			7
Consolidated Statements of Stockholders’ Equity			8
Notes to Unaudited Consolidated Financial Statements			9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			53
ITEM 4. CONTROLS AND PROCEDURES			54
PART II. OTHER INFORMATION			55
ITEM 1. LEGAL PROCEEDINGS			55
ITEM 1A. RISK FACTORS			55
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			55
ITEM 5. OTHER INFORMATION			56
ITEM 6. EXHIBITS			56
SIGNATURES			57


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	732.5	$	853.6
Trade accounts receivable, net of allowance of $21.2 and $27.7	1,047.4		905.0
Other current assets	237.3		257.7
Total current assets	2,017.2		2,016.3
Property, plant and equipment, net of accumulated depreciation and amortization of $558.3 and $545.0	275.1		258.4
Goodwill	5,775.6		5,259.5
Other intangibles, net of accumulated amortization of $2,830.0 and $2,716.3	3,563.8		3,098.5
Other assets	415.6		480.2
Total assets	$	12,047.3	$	11,112.9
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable	$	379.1	$	349.9
Current portion of long-term debt	205.0		196.9
Other current liabilities	461.5		607.6
Total current liabilities	1,045.6		1,154.4
Long-term debt	5,402.4		4,906.9
Deferred taxes	535.8		389.8
Other liabilities	148.8		116.5
Total liabilities	7,132.6		6,567.6
Stockholders’ equity:
Preferred stock, $0.01 par value; 100.0 million shares authorized; none issued or outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2026 and December 31, 2025, 200.0 million and 199.4 million shares issued at March 31, 2026 and December 31, 2025, respectively, and 192.8 million and 192.4 million shares outstanding as of March 31, 2026 and December 31, 2025, respectively	1.9		2.0
Additional paid-in capital	2,460.3		2,424.0
Treasury stock at cost; 7.3 million and 7.0 million shares at March 31, 2026 and December 31, 2025, respectively	(391.0)		(370.3)
Retained earnings	3,096.1		2,723.7
Accumulated other comprehensive loss	(413.7)		(340.2)
Total TransUnion stockholders’ equity	4,753.6		4,439.2
Noncontrolling interests	161.1		106.1
Total stockholders’ equity	4,914.7		4,545.3
Total liabilities and stockholders’ equity	$	12,047.3	$	11,112.9


	Three Months Ended March 31,
	2026		2025
Revenue	$	1,245.7	$	1,095.7
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	519.5		445.6
Selling, general and administrative	329.1		256.8
Depreciation and amortization	152.3		138.9

Total operating expenses	1,000.9		841.4
Operating income	244.8		254.4
Non-operating income and (expense)
Interest expense	(62.0)		(56.1)
Interest income	7.2		8.6
Earnings from equity method investments	6.5		4.3
Gain on acquisition of affiliate	225.5		—
Other income and (expense), net	6.2		(17.4)
Total non-operating income and (expense)	183.3		(60.6)
Income before income taxes	428.1		193.8
Provision for income taxes	(27.6)		(41.0)


Net income	400.4		152.7
Less: net income attributable to noncontrolling interests	(3.3)		(4.7)
Net income attributable to TransUnion	$	397.1	$	148.1







Basic earnings per common share from:


Net income attributable to TransUnion	$	2.06	$	0.76
Diluted earnings per common share from:


Net income attributable to TransUnion	$	2.04	$	0.75
Weighted-average shares outstanding:
Basic	192.7		195.1
Diluted	194.5		197.3


	Three Months Ended March 31,
	2026		2025
Net income	$	400.4	$	152.7
Other comprehensive income (loss):
Foreign currency translation:
Foreign currency translation adjustment	(85.0)		39.4
Benefit for income taxes	—		0.1
Foreign currency translation, net	(85.0)		39.5
Cash flow hedges:
Net change on interest rate swap	9.4		(37.1)
(Provision) benefit for income taxes	(2.4)		9.3
Cash flow hedges, net	7.0		(27.8)
Available-for-sale securities:
Net unrealized gain (loss)	(0.1)		—

Available-for-sale securities, net	(0.1)		—
Total other comprehensive income (loss), net of tax	(78.0)		11.7
Comprehensive income	322.4		164.4
Less: comprehensive income attributable to noncontrolling interests	1.2		(4.9)
Comprehensive income attributable to TransUnion	$	323.6	$	159.5


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


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


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. ☐


	Common Stock			Paid-In Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares	Amount
Balance at December 31, 2024	194.9	$	2.0	$	2,558.9	$	(334.6)	$	2,357.9	$	(367.2)	$	101.8	$	4,318.8
Net income	—	—		—		—		148.1		—		4.7		152.7
Other comprehensive loss	—	—		—		—		—		11.5		0.2		11.7
Stock-based compensation	—	—		29.2		—		—		—		—		29.2
Employee share purchase plan	0.1	—		12.4		—		—		—		—		12.4

Vesting of restricted stock units and performance stock units	0.2	—		—		—		—		—		—		—
Treasury stock purchased	(0.1)	—		—		(5.5)		—		—		—		(5.5)
Repurchase of common stock (including excise tax)	(0.1)	—		(5.4)		—		—		—		—		(5.4)
Dividends to shareholders ($0.115 per share)	—	—		—		—		(21.5)		—		—		(21.5)
Balance at March 31, 2025	195.1	$	2.0	$	2,595.1	$	(340.1)	$	2,484.5	$	(355.7)	$	106.7	$	4,492.5


Cash consideration paid to sellers	$	659.7
Fair value of equity method investment	247.4
Fair value of noncontrolling interest	56.2
Settlement of preexisting receivables1	23.1
Total purchase consideration	$	986.5


Purchase consideration	$	986.5

Assets acquired
Cash and cash equivalents	$	81.1
Trade accounts receivable	19.4
Other current assets	6.4
Property, plant and equipment	17.0
Intangible assets	576.0
Other assets	0.7
Total identifiable assets acquired	$	700.5

Liabilities assumed
Accounts payable	$	12.1
Other current liabilities	67.9
Deferred revenue	2.0
Other liabilities	10.2
Deferred tax liabilities	169.2
Total liabilities assumed	$	261.5

Net identifiable assets acquired	$	439.0
Goodwill	547.5
Net assets acquired	986.5
Less: Noncontrolling interest	56.2
Net fair value of assets acquired	$	930.3


	Preliminary Fair Value		Weighted-Average Amortization Period
Database and credit files	$	430.5	15 years
Customer relationships	127.7		15 years
Trade names and trademarks	15.2		10 years
Developed technology	2.6		3 years
Total identifiable intangible assets	$	576.0	14.8 years


	(Unaudited)
	TransUnion and Trans Union de Mexico combined
	Three Months Ended March 31,
(in millions)	2026		2025
Pro-forma revenue	$	1,278.8	$	1,133.4
Pro-forma net income attributable to TransUnion	159.6		383.0


	March 31, 2026		December 31, 2025
Prepaid expenses	$	153.0	$	134.5

Marketable securities (Note 13)	0.6		2.7
Other	83.7		120.5
Total other current assets	$	237.3	$	257.7


	U.S. Markets		International		Total
Balance, December 31, 2025	$	4,311.3	$	948.2	$	5,259.5
Business acquisitions	—		547.5		547.5
Purchase accounting measurement period adjustments	1.1		(0.4)		0.7
Foreign exchange rate adjustment	0.3		(32.3)		(32.0)
Balance, March 31, 2026	$	4,312.7	$	1,463.0	$	5,775.6


	Three Months Ended March 31,
	2026		2025
Beginning balance	$	27.7	$	19.9
Provision for losses on trade accounts receivable	1.9		7.5
Write-offs, net of recovered accounts	(8.4)		(3.0)
Ending balance	$	21.2	$	24.4


	March 31, 2026						December 31, 2025
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	2,203.8	$	(712.7)	$	1,491.1	$	2,085.9	$	(684.9)	$	1,401.0
Internal use software	1,822.1		(885.3)		936.8		1,778.3		(822.8)		955.5
Database and credit files	1,784.5		(1,030.0)		754.5		1,383.0		(1,010.4)		372.6
Trademarks, copyrights and patents	582.3		(201.7)		380.6		566.4		(197.9)		368.6
Noncompete and other agreements	1.0		(0.3)		0.8		1.2		(0.3)		0.8
Total intangible assets	$	6,393.8	$	(2,830.0)	$	3,563.8	$	5,814.8	$	(2,716.3)	$	3,098.5


	March 31, 2026		December 31, 2025
Cumulative unrealized gains	$	46.3	$	50.8
Cumulative unrealized losses	(41.4)		(35.0)


	March 31, 2026						December 31, 2025
	Gross Goodwill		Accumulated Impairment		Net Goodwill		Gross Goodwill		Accumulated Impairment		Net Goodwill
U.S. Markets	$	4,312.7	$	—	$	4,312.7	$	4,311.3	$	—	$	4,311.3
International	1,877.0		(414.0)		1,463.0		1,362.2		(414.0)		948.2
Total	$	6,189.6	$	(414.0)	$	5,775.6	$	5,673.5	$	(414.0)	$	5,259.5


	Gross		Accumulated Amortization		Net
Balance, December 31, 2025	$	5,814.8	$	(2,716.3)	$	3,098.5
Business acquisition	576.0		—		576.0
Developed internal use software	46.7		—		46.7

Amortization	—		(123.8)		(123.8)
Disposals and retirements	(2.2)		1.5		(0.6)
Foreign exchange rate adjustment	(41.5)		8.6		(32.9)
Balance, March 31, 2026	$	6,393.8	$	(2,830.0)	$	3,563.8


	March 31, 2026		December 31, 2025
Investments in affiliated companies (Note 2 and Note 7)	$	169.9	$	232.6
Right-of-use lease assets	73.7		49.2
Interest rate swaps (Note 10 and Note 13)	31.7		31.7
Convertible notes receivable (Note 13)	1.0		23.0

Other	139.4		143.7
Total other assets	$	415.6	$	480.2


	March 31, 2026		December 31, 2025
Cost Method Investments	$	153.8	$	171.1
Equity method investments (Note 2)	11.3		57.8
Limited partnership investment	4.8		3.7
Total investments in affiliated companies (Note 6)	$	169.9	$	232.6


	March 31, 2026		December 31, 2025
Accrued payroll and employee benefits	$	118.7	$	284.4
Accrued legal and regulatory matters (Note 15)	71.8		62.2
Deferred revenue (Note 11)	136.5		129.8
Operating lease liabilities	19.1		19.8
Income taxes payable	13.1		7.0
Other	102.3		104.5
Total other current liabilities	$	461.5	$	607.6


	March 31, 2026		December 31, 2025
Senior Secured Term Loan B-5, due in full at maturity (November 15, 2026), with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (5.52% at March 31, 2026 and 5.57% at December 31, 2025), net of original issue discount and deferred financing fees of less than $0.1 million and $0.1 million, respectively, at March 31, 2026 and December 31, 2025	$	104.4	$	104.4
Senior Secured Term Loan A-4, payable in quarterly installments through June 24, 2029, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (4.92% at March 31, 2026 and 4.97% at December 31, 2025), net of original issue discount and deferred financing fees of $0.3 million and $2.4 million, respectively, at March 31, 2026, and of $0.3 million and $2.6 million, respectively, at December 31, 2025	1,232.3		1,240.2
Senior Secured Term Loan B-8, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (5.42% at March 31, 2026 and 5.47% at December 31, 2025), net of original issue discount and deferred financing fees of $3.5 million and $5.1 million, respectively, at March 31, 2026, and of $3.6 million and $5.3 million, respectively, at December 31, 2025	1,883.8		1,888.3
Senior Secured Term Loan B-9, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (5.42% at March 31, 2026 and 5.47% at December 31, 2025), net of original issue discount and deferred financing fees of $6.5 million and $10.7 million, respectively, at March 31, 2026, and of $6.8 million and $11.1 million, respectively, at December 31, 2025	1,844.8		1,848.8

Senior Secured Revolving Credit Facility, payable at any time without penalty no later than June 24, 2029, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (4.93% at March 31, 2026)	520.0		—
Other debt	22.1		22.1
Total debt	5,607.4		5,103.8
Less short-term debt and current portion of long-term debt	(205.0)		(196.9)
Total long-term debt	$	5,402.4	$	4,906.9


	Total		Level 1 - Prices in Active Markets for Identical Assets		Level 2 -Significant Other Observable Input		Level 3 -Significant Unobservable Inputs
Assets
Interest rate swaps (Note 6 and 10)	$	31.7	$	—	$	31.7	$	—
Convertible notes receivable (Note 6)	1.0		—		—		1.0
Marketable securities (Note 3)	0.6		—		0.6		—
Total	$	33.3	$	—	$	32.3	$	1.0

Liabilities
Interest rate swaps (Note 8 and 10)	$	2.6	$	—	$	2.6	$	—
Total	$	2.6	$	—	$	2.6	$	—


	Foreign Currency Translation Adjustment		Net Unrealized (Loss)/Gain On Hedges		Net Unrealized Gain/(Loss) On Available-for-sale Securities		Accumulated Other Comprehensive Loss
Balance, December 31, 2025	$	(355.7)	$	15.3	$	0.2	$	(340.2)
Other comprehensive income (loss) before reclassifications	(85.0)		14.4		(0.1)		(70.6)
Amounts reclassified from other comprehensive (income) loss	—		(7.4)		—		(7.4)
Other comprehensive income (loss) for the three months ended March 31, 2026	(85.0)		7.0		(0.1)		(78.0)
Other comprehensive income (loss) attributable to noncontrolling interests	4.5		—		—		4.5
Balance, March 31, 2026	$	(436.1)	$	22.3	$	0.1	$	(413.7)


	Three Months Ended March 31,				Change
					2026 vs. 2025
	2026		2025		$		%
Revenue	$	1,245.7	$	1,095.7	$	149.9	13.7	%
Operating expenses
Cost of services (exclusive of depreciation and amortization below)	519.5		445.6		73.8		16.6	%
Selling, general and administrative	329.1		256.8		72.2		28.1	%
Depreciation and amortization	152.3		138.9		13.5		9.7	%

Total operating expenses	1,000.9		841.4		159.5		19.0	%
Operating income	244.8		254.4		(9.6)		(3.8)	%
Non-operating income and (expense)
Interest expense	(62.0)		(56.1)		(5.9)		10.6	%
Interest income	7.2		8.6		(1.4)		(16.2)	%
Earnings from equity method investments	6.5		4.3		2.2		50.6	%
Gain on acquisition of affiliate	225.5		—		225.5		nm
Other income and (expense), net	6.2		(17.4)		23.6		nm
Total non-operating income and (expense)	183.3		(60.6)		243.9		nm
Income before income taxes	428.1		193.8		234.3		nm
Provision for income taxes	(27.6)		(41.0)		13.4		(32.6)	%


Net income	400.4		152.7		247.7		nm
Less: net income attributable to noncontrolling interests	(3.3)		(4.7)		1.4		(29.4)	%
Net income attributable to TransUnion	$	397.1	$	148.1	$	249.1	nm


	Three Months Ended March 31,
	2025
Foundational Capabilities	$	7.4
Migration Management	12.6

Total accelerated technology investment	$	20.0


	Three Months Ended March 31,
	2025


Business process optimization	$	9.8
Total operating model optimization	$	9.8


	Trailing Twelve Months Ended March 31, 2026
Reconciliation of Net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion	$	704.5


Net interest expense	209.9
Provision for income taxes	159.7
Depreciation and amortization	588.2
EBITDA	$	1,662.3
Adjustments to EBITDA:
Stock-based compensation	$	152.8
Mergers and acquisitions, divestitures and business optimization1	(220.2)
Accelerated technology investment2	64.4
Operating model optimization program3	22.4
Net other4	4.9
Total adjustments to EBITDA	$	24.4
Consolidated Adjusted EBITDA	1,686.7
Adjusted EBITDA for Pre-Acquisition Period5	72.1
Leverage Ratio Adjusted EBITDA	$	1,758.7

Total debt	$	5,607.4
Less: Cash and cash equivalents	732.5
Net Debt	$	4,874.9

Ratio of Net Debt to Net income attributable to TransUnion	6.9
Leverage Ratio6	2.8


	Trailing Twelve Months Ended March 31, 2026
Transaction and integration costs	$	17.2
Fair value and impairment adjustments	(236.7)
Post-acquisition adjustments	(0.7)

Total mergers and acquisitions, divestitures and business optimization	$	(220.2)


	Trailing Twelve Months Ended March 31, 2026
Foundational Capabilities	$	11.4
Migration Management	53.1

Total accelerated technology investment	$	64.4


	Trailing Twelve Months Ended March 31, 2026
Employee separation	$	6.8

Business process optimization	15.6
Total operating model optimization	$	22.4


	Trailing Twelve Months Ended March 31, 2026

Other debt financing expenses	$	2.1
Currency remeasurement on foreign operations	2.6

Other non-operating (income) and expense	0.2
Total other adjustments	$	4.9


	Total Number of Shares Purchased1	Average Price Paid Per Share2		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs3 (in millions)
January 1 to January 31	19,185	$	82.90	—	$	700.1
February 1 to February 28	232,630	78.79		—	$	700.1
March 1 to March 31	181,795	70.73		170,889	$	688.1
Total	433,610	$	75.59	170,889




3.1						Third Amended and Restated Certificate of Incorporation of TransUnion (Incorporated by reference to Exhibit 3.1.2 to TransUnion’s Current Report on Form 8-K filed May 18, 2020).

3.2						Fifth Amended and Restated Bylaws of TransUnion amended as of February 21, 2024 (Incorporated by reference to Exhibit 3.1 to TransUnion’s Current Report on Form 8-K filed February 27, 2024).

10.1**						Amendment No. 25 to the Credit Agreement, dated as of February 11, 2026, by and among TransUnion Intermediate Holdings, Inc., Trans Union LLC, the Guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and each of the other Lenders party thereto.

10.2†**						TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan Award Agreement, with respect to Restricted Stock Units (for awards granted on or after February 27, 2026).

10.3†**						TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan Award Agreement, with respect to Performance Share Units (for awards granted on or after February 27, 2026).

31.1**						TransUnion Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**						TransUnion Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**						TransUnion Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH**						XBRL Taxonomy Extension Schema Document.

101.CAL**						XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB**						XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**						XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF**						XBRL Taxonomy Extension Definition Linkbase Document.

104						The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included with Exhibit 101 attachments).


	TransUnion

April 28, 2026	By	/s/ Todd M. Cello
		Todd M. Cello
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)

April 28, 2026	By	/s/ Jennifer A. Williams
		Jennifer A. Williams
		Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)


TRANSUNION INTERMEDIATE HOLDINGS, INC. By:______________________________ Name: Title:
TRANSUNION RENTAL SCREENING SOLUTIONS, INC. By:______________________________ Name: Title:
VISIONARY SYSTEMS, INC. By:______________________________ Name: Title:
TRANSUNION RISK AND ALTERNATIVE DATA SOLUTIONS, INC. By:______________________________ Name: Title:
FACTORTRUST, INC. By:______________________________ Name: Title:
TRANSUNION GLOBAL HOLDINGS LLC By:______________________________ Name: Title: