8-K
TransUnion (TRU)
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 22, 2022
____________________
TransUnion
(Exact name of registrant as specified in its charter)
____________________
| Delaware | 001-37470 | 61-1678417 | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction <br>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 22, 2022, TransUnion (the “Company”) issued a press release announcing results for the quarter and year ended December 31, 2021. 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.
As discussed in the press release and in our Annual Report on Form 10-K for the year ended December 31, 2021, on December 17, 2021, the Company completed its divestiture of its Healthcare business. The results of the Healthcare business are reflected as discontinued operations, net of tax, in our consolidated financial statements and historical periods have been recast to conform to current period presentation. A schedule that shows this new accounting presentation for each quarter of 2021 and for the full years of 2021, 2020 and 2019 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
A reconciliation of the net loss attributable to Neustar, Inc. ("Neustar") for the month ended December 31, 2021 to the non-GAAP measure of Neustar's Adjusted EBITDA and a reconciliation of the combined pro forma income from continuing operations of TransUnion and net loss from Neustar for the twelve months ended December 31, 2021 and 2020 to the non-GAAP measure of combined pro forma TransUnion and Neustar Adjusted EBITDA, as reflected in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibits 99.1, 99.2 and 99.3 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 22, 2022, management reviewed a slide presentation during the Company’s fiscal 2021 fourth quarter earnings conference call. The presentation materials are attached hereto as Exhibit 99.4 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 99.4, 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 8.01 Other Events.
On February 22, 2022, the Company announced that Trans Union LLC, a wholly-owned subsidiary of TransUnion, entered into a definitive agreement to acquire Verisk Financial Services, the financial services business unit of Verisk Analytics, Inc., for a purchase price of $515 million in cash, subject to certain customary purchase price adjustments.
The transaction is expected to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions and regulatory approval, including the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of TransUnion dated February 22, 2022, announcing results for the quarter and year ended December 31, 2021. |
| 99.2 | Schedule of recast historical financial information excluding the Healthcare divestiture for the years ending December 31, 2021, 2020, and 2019; and quarters ending March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021. |
| 99.3 | Reconciliation of Neustar Net Income to Adjusted EBITDA for the month ended December 31, 2021, and reconciliation of the combined pro forma income from continuing operations of TransUnion and net loss from Neustar to combined pro forma TransUnion and Neustar Adjusted EBITDA for the twelve months ended December 31, 2021 and 2020. |
| 99.4 | Earnings call presentation materials for the quarter and year ended December 31, 2021. |
| 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 22, 2022 | By: | /s/ Todd M. Cello |
| Name: | Todd M. Cello | |
| Title: | Executive Vice President, Chief Financial Officer |
Document
Exhibit 99.1
| News Release |
|---|
TransUnion Announces Strong Fourth Quarter 2021 Results and Continues to Strengthen its Portfolio by Adding Capabilities in High-Growth Markets
•Delivered another strong quarter driven by successful execution of our diversified growth initiatives in attractive, resilient markets.
•Enhancing TransUnion’s portfolio with new capabilities in high-growth credit, fraud, marketing and identity protection markets, supporting our ability to deliver long-term attractive growth.
•Building on the completed acquisitions of Neustar and Sontiq as well as the divestiture of our Healthcare business, announced our intent to acquire Verisk Financial Services, including Argus, a provider of consumer spending behavior data and analytics; the transaction is expected to close in the second quarter.
•Extinguished $640 million of debt related to our acquisition of Sontiq during the fourth quarter and prepaid $400 million of debt in the first quarter of 2022.
•Providing 2022 financial guidance, we expect to deliver 11% - 12% organic revenue growth excluding U.S. mortgage impact in the first quarter and 9% - 11% for the full year.
CHICAGO, February 22, 2022 - TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter and year ended December 31, 2021.
Our fourth quarter and full year 2021 results include Neustar within the Emerging Verticals of our U.S. Markets segment, and Sontiq within our Consumer Interactive segment, each since the date of acquisition. Our Healthcare business is now reflected as discontinued operations, net of tax, for all periods presented. For additional details, refer to “Recently Completed Transactions” and “2021 Quarterly and Full Year Financial Information Excluding the Impact of Discontinued Operations” below.
Fourth Quarter 2021 Results
Revenue:
•Total revenue for the quarter, was $790 million, an increase of 21 percent (21 percent on a constant currency basis, 12 percent on an organic constant currency basis) compared with the fourth quarter of 2020.
Earnings:
•Net income attributable to TransUnion was $1,017 million for the quarter, compared with $102 million for the fourth quarter of 2020. Diluted earnings per share was $5.27, compared with $0.53 in the fourth quarter of 2020. Our fourth quarter 2021 net income attributable to TransUnion and diluted earnings per share were impacted by a $982 million gain on the disposal of our Healthcare business.
•Adjusted Net Income was $157 million for the quarter, compared with $139 million for the fourth quarter of 2020. Adjusted Diluted Earnings per Share for the quarter was $0.81, compared with $0.72 in the fourth quarter of 2020.
•Adjusted EBITDA was $282 million for the quarter, an increase of 14 percent (14 percent on a constant currency basis, 11 percent on an organic constant currency basis) compared with the fourth quarter of 2020. Adjusted EBITDA margin was 35.8 percent, compared with 37.9 percent in the fourth quarter of 2020.
“TransUnion delivered another strong quarter and full year as our strategy continues to deliver broad, innovation-led growth against a healthy market backdrop,” said Chris Cartwright, President and CEO. “Today, we are pleased to announce our intent to acquire Verisk Financial Services, including Argus, a provider of proprietary portfolio performance insights sourced from a consortium of financial institutions. Combined with the acquisitions of Neustar and Sontiq, we continue to strengthen our portfolio by adding to our capabilities in high-growth markets like credit risk, fraud mitigation, marketing and identity protection.”
“As part of this portfolio transformation, we also completed the sale of our Healthcare business in December 2021, and a portion of the proceeds were used to extinguish the debt associated with the purchase of Sontiq in December, as well as to prepay $400 million of debt in January 2022.”
“We expect another good year in 2022, as market conditions remain favorable and we benefit from our significant investments in Global Solutions, Operations and Technology as well as the transformative impact of our recent acquisitions.”
Fourth Quarter 2021 Segment Results
U.S. Markets:
U.S. Markets revenue was $481 million, an increase of 25 percent (11 percent on an organic basis) compared with the fourth quarter of 2020.
•Financial Services revenue was $268 million, an increase of 12 percent compared with the fourth quarter of 2020.
•Emerging Verticals revenue, which includes Neustar, Insurance and all other verticals, was $213 million, an increase of 44 percent (10 percent on an organic basis) compared with the fourth quarter of 2020.
Adjusted EBITDA was $166 million, an increase of 18 percent (12 percent on an organic basis) compared with the fourth quarter of 2020.
International:
International revenue was $185 million, an increase of 15 percent (15 percent on a constant currency basis) compared with the fourth quarter of 2020.
•Canada revenue was $32 million, an increase of 8 percent (5 percent on a constant currency basis) compared with the fourth quarter of 2020.
•Latin America revenue was $26 million, an increase of 13 percent (17 percent on a constant currency basis) compared with the fourth quarter of 2020.
•United Kingdom revenue was $58 million, an increase of 14 percent (12 percent on a constant currency basis) compared with the fourth quarter of 2020.
•Africa revenue was $15 million, an increase of 15 percent (13 percent on a constant currency basis) compared with the fourth quarter of 2020.
•India revenue was $37 million, an increase of 33 percent (35 percent on a constant currency basis) compared with the fourth quarter of 2020.
•Asia Pacific revenue was $16 million, an increase of 5 percent (6 percent on a constant currency basis) compared with the fourth quarter of 2020.
Adjusted EBITDA was $79 million, an increase of 21 percent (20 percent on a constant currency basis) compared with the fourth quarter of 2020.
Consumer Interactive:
Consumer Interactive revenue, which includes Sontiq, was $144 million, an increase of 14 percent (8 percent on an organic basis) compared with the fourth quarter of 2020.
Adjusted EBITDA was $70 million, an increase of 14 percent (13 percent on an organic basis) compared with the fourth quarter of 2020.
Full Year 2021 Results
Revenue:
•Total revenue for the year was $2,960 million, an increase of 17 percent (16 percent on a constant currency basis, 13 percent on an organic constant currency basis) compared with 2020.
Earnings:
•Net income attributable to TransUnion was $1,387 million for the year, compared with $343 million in 2020. Diluted earnings per share was $7.19, compared with $1.79 in 2020. Our full year 2021 net income attributable to TransUnion and diluted earnings per share were impacted by a $982 million gain on the disposal of our Healthcare business.
•Adjusted Net Income was $665 million for the year, compared with $514 million in 2020. Adjusted Diluted Earnings per Share was $3.44, compared with $2.67 in 2020.
•Adjusted EBITDA was $1,157 million for the year, an increase of 21 percent (20 percent on a constant currency basis, 20 percent on an organic constant currency basis) compared with 2020. Adjusted EBITDA margin was 39.1 percent, compared with 37.7 percent in 2020.
Liquidity and Capital Resources
Cash and cash equivalents were $1,842 million at December 31, 2021 and $493 million at December 31, 2020. On December 17, 2021, we completed the divestiture of our Healthcare business and received proceeds totaling $1,706 million, as discussed further in “Recently Announced Transactions” below. A portion of the proceeds from the sale were used to extinguish the debt associated with the purchase of Sontiq during the fourth quarter of 2021, and in January 2022, we prepaid an additional $400 million of debt. In addition, we had $300 million of undrawn capacity on our Senior Secured Revolving Credit Facility at December 31, 2021.
For the twelve months ended December 31, 2021, cash provided by continuing operations was $759 million compared with $716 million in 2020. The increase in cash provided by operations was due primarily to an increase in operating performance and a decrease in interest expense, partially offset by an increase in working capital. Cash used in investing activities was $2,221 million compared with $251 million in 2020. The increase in cash used in investing activities was due primarily to the acquisitions of Neustar and Sontiq, investments in nonconsolidated affiliates, and an increase in capital expenditures, partially offset by the proceeds from the sale of our Healthcare business. Capital expenditures were $224 million compared with $206 million in 2020. Cash provided by financing activities was $2,762 million compared with a use of cash of $297 million in 2020. The increase in cash provided by financing activities was due primarily to debt proceeds received, which were used to fund the Neustar and Sontiq acquisitions, partially offset by the extinguishment of the debt associated with the purchase of Sontiq from a portion of the proceeds received from the sale of our Healthcare business and increased debt financing fees.
Recently Announced Transaction
Verisk Financial Services Acquisition
On February 22, 2022, we announced our agreement to acquire Verisk Financial Services, including Argus Information and Advisory Services, Inc., for $515 million in cash, subject to certain customary purchase price adjustments. We intend to fund the acquisition through cash on hand. We expect the acquisition to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions and regulatory approvals. For additional information on this acquisition, refer to our Press Release dated February 22, 2022, which is available on our Investor Relations website at https://newsroom.transunion.com/.
Recently Completed Transactions
Neustar Acquisition
On December 1, 2021, the Company completed its previously announced acquisition of Neustar. At the closing of the acquisition, the Company paid total consideration of $3.1 billion in cash, subject to certain customary purchase price adjustments. The results of operations of Neustar are included in the Emerging Verticals of our U.S. Markets segment and in our consolidated statements of income since the date of the acquisition. For additional information on our acquisition of Neustar, refer to our Press Release dated December 1, 2021, which is available on our website at https://newsroom.transunion.com/.
Sontiq Acquisition
On December 1, 2021, the Company completed its previously announced acquisition of Sontiq. At the closing of the acquisition, the Company paid total consideration of $638 million in cash, subject to certain customary purchase price adjustments. The results of operations of Sontiq are included in the Consumer Interactive segment and our consolidated statements of income since the date of the acquisition. For additional information on our acquisition of Sontiq, refer to our Press Release dated December 1, 2021 which is available on our website at https://newsroom.transunion.com/.
Healthcare Business Sale
On December 17, 2021, the Company completed its previously announced divestiture of its Healthcare business, for a total of $1.7 billion, subject to certain customary purchase price adjustments. The results of the Healthcare business are reflected as discontinued operations, net of tax, in our consolidated financial statements and historical periods have been recast to conform to current period presentation. The after-tax net proceeds were approximately $1.4 billion, pending the final net working capital adjustment. Discontinued operations, net of tax, for the fourth quarter and full year 2021 includes a gain on disposal of the Healthcare business of $982 million, net of tax. For additional information about the divestiture of our Healthcare business, refer to our Press Release dated December 17, 2021, which is available on our website at https://newsroom.transunion.com/.
2021 Quarterly and Full Year Financial Information Excluding the Impact of Discontinued Operations
The table below reflects our results of operations, excluding the results of the divested Healthcare business:
| Three Months Ended | Twelve Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except per share data) | March 31, 2021 | June 30, 2021 | September 30, 2021 | December 31, 2021 | December 31, 2021 | ||||||||||
| Revenue, as reported | $ | 698.9 | $ | 728.2 | $ | 743.4 | $ | 789.8 | $ | 2,960.2 | |||||
| Income from continuing operations attributable to TransUnion | $ | 114.6 | $ | 116.8 | $ | 92.7 | $ | 31.3 | $ | 355.5 | |||||
| Net Income Margin(2) | 16.4 | % | 16.0 | % | 12.5 | % | 4.0 | % | 12.0 | % | |||||
| Adjusted EBITDA(1) | $ | 277.5 | $ | 295.3 | $ | 301.7 | $ | 282.4 | $ | 1,156.9 | |||||
| Adjusted EBITDA Margin(1) | 39.7 | % | 40.6 | % | 40.6 | % | 35.8 | % | 39.1 | % | |||||
| Diluted earnings per share from income from continuing operations attributable to TransUnion | $ | 0.60 | $ | 0.61 | $ | 0.48 | $ | 0.16 | $ | 1.84 | |||||
| Adjusted Diluted EPS1 | $ | 0.83 | $ | 0.88 | $ | 0.91 | $ | 0.81 | $ | 3.44 |
(1)For a reconciliation of the above non-GAAP financial measures to the most directly comparable GAAP financial measures, refer to Schedule 6 of this Earnings Release.
(2)Net Income Margin is calculated as income from continuing operations attributable to TransUnion divided by total consolidated revenue.
First Quarter and Full Year 2022 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 and the potential impact of the global COVID-19 pandemic. 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<br>March 31, 2022 | Twelve Months Ended<br>December 31, 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except per share data) | Low | High | Low | High | ||||||||
| Revenue, as reported | $ | 906 | $ | 914 | $ | 3,752 | $ | 3,810 | ||||
| Revenue growth1: | ||||||||||||
| As reported | 30 | % | 31 | % | 27 | % | 29 | % | ||||
| Constant currency1, 3 | 30 | % | 31 | % | 27 | % | 29 | % | ||||
| Organic constant currency1, 4 | 6 | % | 7 | % | 5.5 | % | 7.5 | % | ||||
| Income from continuing operations attributable to TransUnion | $ | 82 | $ | 87 | $ | 345 | $ | 376 | ||||
| Income from continuing operations attributable to TransUnion growth | (36) | % | (32) | % | (75) | % | (73) | % | ||||
| Diluted Earnings per Share | $ | 0.42 | $ | 0.45 | $ | 1.78 | $ | 1.94 | ||||
| Diluted Earnings per Share growth | (37) | % | (33) | % | (75) | % | (73) | % | ||||
| Adjusted EBITDA, as reported5 | $ | 330 | $ | 337 | $ | 1,386 | $ | 1,424 | ||||
| Adjusted EBITDA growth, as reported2 | 19 | % | 21 | % | 20 | % | 23 | % | ||||
| Adjusted Diluted Earnings per Share5 | $ | 0.91 | $ | 0.94 | $ | 3.84 | $ | 4.00 | ||||
| Adjusted Diluted Earnings per Share growth | 10 | % | 13 | % | 12 | % | 16 | % |
(1)Additional revenue growth assumptions:
a.The impact of changing foreign currency exchange rates is expected to have an immaterial impact for Q1 2022 and approximately 0.5 point headwind for FY 2022.
b.The impact of the recent Neustar and Sontiq acquisitions are expected to have approximately 24.0 points of benefit for Q1 2022 and approximately 22.0 points of benefit for FY 2022. The impact of the proposed acquisition of Verisk Financial Services is not included in the guidance above.
c.The impact of mortgage is expected to be approximately 5.0 points of headwind for Q1 2022 and 3.5 points of headwind for FY 2022. These impacts are calculated by removing the U.S. mortgage revenue from both the current year and prior year periods.
(2)Additional Adjusted EBITDA assumptions:
a.The impact of changing foreign currency exchange rates is expected to have an immaterial impact for Q1 2022 and FY 2022.
(3)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.
(4)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.
(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
TransUnion is a global information and insights company that makes trust possible in the modern economy. We do this by providing a comprehensive picture of each person so they can be reliably and safely represented in the marketplace. As a result, businesses and consumers can transact with confidence and achieve great things. We call this Information for Good.
A leading presence in more than 30 countries across five continents, TransUnion provides solutions that help create economic opportunity, great experiences and personal empowerment for hundreds of millions of people.
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.
Non-GAAP Financial Measures
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.
This earnings release also presents Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Effective Tax Rate, Adjusted Net Income (Loss) and Adjusted Diluted Earnings per Share for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. We present Adjusted EBITDA and Adjusted Net Income 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. Adjusted EBITDA is also a measure frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours. Our board of directors and executive management team use Adjusted EBITDA as compensation measures. Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to a ratio based on Adjusted EBITDA. 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, earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the attached Schedules.
We define Adjusted EBITDA as net income (loss) attributable to TransUnion less income from discontinued operations, net of tax, plus net interest expense, plus (less) provision (benefit) for income taxes, plus depreciation and amortization, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, plus certain accelerated technology investment expenses to migrate to the cloud, plus (less) certain other expenses (income). We define Adjusted Net Income as net income (loss) attributable to
TransUnion, less income from discontinued operations, net of tax, plus stock-based compensation, plus mergers, acquisitions, divestitures and business optimization-related expenses, plus certain accelerated technology investment expenses, plus (less) certain other expenses (income), plus amortization of certain intangible assets, plus or minus the related changes in provision for income taxes. We define Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding. The above definitions apply to our calculations for the periods shown on Schedules 1 through 7.
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 negative of these words and other similar expressions. Factors that could cause actual results to differ materially from those described in the forward-looking statements include: the effects of the COVID-19 pandemic; the duration of the COVID-19 pandemic and the timing of the recovery from the COVID-19 pandemic; the prevalence and severity of variants of the COVID-19 virus; macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets; our ability to provide competitive services and prices; our ability to retain or renew existing agreements with large or long-term customers; our ability to maintain the security and integrity of our data; our ability to deliver services timely without interruption; our ability to maintain our access to data sources; government regulation and changes in the regulatory environment; litigation or regulatory proceedings; regulatory oversight of “critical activities”; our ability to effectively manage our costs; economic and political stability in the United States and international markets where we operate; our ability to effectively develop and maintain strategic alliances and joint ventures; our ability to timely develop new services and the market’s willingness to adopt our new services; our ability to manage and expand our operations and keep up with rapidly changing technologies; the possibility that the expected benefits of the Healthcare divestiture will not be realized, or will not be realized within the expected time period; the impact of the Healthcare divestiture on TransUnion’s businesses; risks related to the distraction of management from ongoing business operations and other opportunities due to recent acquisitions and divestitures; our ability to acquire businesses, successfully secure financing for our acquisitions and timely consummate such acquisitions; the possibility that we will not successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions or realize the intended benefits of such acquisitions, including our recent Neustar acquisition; our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property; our ability to defend our intellectual property from infringement claims by third parties; the ability of our outside service providers and key vendors to fulfill their obligations to us; further consolidation in our end-customer markets; the increased availability of free or inexpensive consumer information; losses against which we do not insure; our ability to make timely payments of principal and interest on our indebtedness; our ability to satisfy covenants in the agreements governing our indebtedness; our ability to maintain our liquidity; share repurchase plans; our reliance on key management personnel; 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, 2021, 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). Many of these factors are beyond our control. 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.
In addition to factors previously disclosed in TransUnion’s reports filed with the Securities and Exchange Commission and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the effects of pending
and future legislation; macroeconomic factors beyond TransUnion’s control; risks related to TransUnion’s indebtedness; and legislative and regulatory actions and reforms.
For More Information
E-mail: Investor.Relations@transunion.com
Telephone: 312.985.2860
Exhibit 99.1
TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)
| December 31,<br>2021 | December 31,<br>2020 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 1,842.4 | $ | 492.7 |
| Trade accounts receivable, net of allowance of $10.7 and $17.1 | 558.0 | 392.8 | ||
| Other current assets | 231.6 | 156.1 | ||
| Current assets of discontinued operations | — | 428.1 | ||
| Total current assets | $ | 2,632.0 | $ | 1,469.7 |
| Property, plant and equipment, net of accumulated depreciation and amortization of $625.4 and $532.3 | 247.7 | 219.7 | ||
| Goodwill | 5,525.7 | 3,226.6 | ||
| Other intangibles, net of accumulated amortization of $1,908.9 and $1,659.1 | 3,770.6 | 2,173.1 | ||
| Other assets | 459.0 | 222.5 | ||
| Total assets | $ | 12,635.0 | $ | 7,311.6 |
| Liabilities and stockholders’ equity | ||||
| Current liabilities: | ||||
| Trade accounts payable | $ | 270.2 | $ | 188.4 |
| Short-term debt and current portion of long-term debt | 114.6 | 55.5 | ||
| Other current liabilities | 972.2 | 405.2 | ||
| Current liabilities of discontinued operations | — | 20.7 | ||
| Total current liabilities | $ | 1,357.0 | $ | 669.8 |
| Long-term debt | 6,251.3 | 3,398.7 | ||
| Deferred taxes | 787.6 | 396.8 | ||
| Other liabilities | 232.9 | 210.2 | ||
| Total liabilities | $ | 8,628.8 | $ | 4,675.5 |
| Stockholders’ equity: | ||||
| Common stock, $0.01 par value; 1.0 billion shares authorized at December 31, 2021 and December 31, 2020; 197.4 million and 195.7 million shares issued as of December 31, 2021 and December 31, 2020, respectively; and 191.8 million and 190.5 million shares outstanding as of December 31, 2021 and December 31, 2020, respectively | 2.0 | 2.0 | ||
| Additional paid-in capital | 2,188.9 | 2,088.1 | ||
| Treasury stock at cost; 5.6 million and 5.2 million shares at December 31, 2021 and December 31, 2020, respectively | (252.0) | (215.2) | ||
| Retained earnings | 2,254.6 | 937.4 | ||
| Accumulated other comprehensive loss | (285.4) | (272.1) | ||
| Total TransUnion stockholders’ equity | $ | 3,908.1 | $ | 2,540.2 |
| Noncontrolling interests | 98.1 | 95.9 | ||
| Total stockholders’ equity | $ | 4,006.2 | $ | 2,636.1 |
| Total liabilities and stockholders’ equity | $ | 12,635.0 | $ | 7,311.6 |
Exhibit 99.1
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
(in millions, except per share data)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Revenue | $ | 789.8 | $ | 653.3 | $ | 2,960.2 | $ | 2,530.6 |
| Operating expenses | ||||||||
| Cost of services (exclusive of depreciation and amortization below) | 287.0 | 236.4 | 991.6 | 853.9 | ||||
| Selling, general and administrative | 285.4 | 198.4 | 943.9 | 829.7 | ||||
| Depreciation and amortization | 103.4 | 89.8 | 377.0 | 346.8 | ||||
| Total operating expenses | 675.8 | 524.6 | 2,312.5 | 2,030.4 | ||||
| Operating income | 114.0 | 128.8 | 647.7 | 500.3 | ||||
| Non-operating income and (expense) | ||||||||
| Interest expense | (35.5) | (27.4) | (112.6) | (126.2) | ||||
| Interest income | 1.0 | 1.4 | 3.4 | 5.6 | ||||
| Earnings from equity method investments | 3.4 | 2.2 | 12.0 | 8.9 | ||||
| Other income and (expense), net | (32.3) | 6.6 | (49.2) | 0.9 | ||||
| Total non-operating income and (expense) | (63.3) | (17.3) | (146.3) | (110.8) | ||||
| Income from continuing operations before income taxes | 50.7 | 111.5 | 501.4 | 389.5 | ||||
| Provision for income taxes | (16.3) | (19.0) | (130.9) | (83.7) | ||||
| Income from continuing operations | 34.4 | 92.5 | 370.5 | 305.7 | ||||
| Discontinued operations, net of tax | 986.1 | 12.1 | 1,031.7 | 49.8 | ||||
| Net income | 1,020.5 | 104.5 | 1,402.2 | 355.6 | ||||
| Less: net income attributable to noncontrolling interests | (3.1) | (2.8) | (15.0) | (12.4) | ||||
| Net income attributable to TransUnion | $ | 1,017.4 | $ | 101.7 | $ | 1,387.1 | $ | 343.2 |
| Income from continuing operations | $ | 34.4 | $ | 92.5 | $ | 370.5 | $ | 305.7 |
| Less: income from continuing operations attributable to noncontrolling interests | (3.1) | (2.8) | (15.0) | (12.4) | ||||
| Income from continuing operations attributable to TransUnion | 31.3 | 89.6 | 355.5 | 293.4 | ||||
| Discontinued operations, net of tax | 986.1 | 12.1 | 1,031.7 | 49.8 | ||||
| Net income attributable to TransUnion | $ | 1,017.4 | $ | 101.7 | $ | 1,387.1 | $ | 343.2 |
| Basic earnings per common share from: | ||||||||
| Income from continuing operations attributable to TransUnion | $ | 0.16 | $ | 0.47 | $ | 1.86 | $ | 1.54 |
| Discontinued operations, net of tax | 5.15 | 0.06 | 5.39 | 0.26 | ||||
| Net Income attributable to TransUnion | $ | 5.31 | $ | 0.53 | $ | 7.25 | $ | 1.81 |
| Diluted earnings per common share from: | ||||||||
| Income from continuing operations attributable to TransUnion | $ | 0.16 | $ | 0.47 | $ | 1.84 | $ | 1.53 |
| Discontinued operations, net of tax | 5.10 | 0.06 | 5.35 | 0.26 | ||||
| Net Income attributable to TransUnion | $ | 5.27 | $ | 0.53 | $ | 7.19 | $ | 1.79 |
| Weighted-average shares outstanding: | ||||||||
| Basic | 191.7 | 190.3 | 191.4 | 189.9 | ||||
| Diluted | 193.2 | 192.5 | 193.0 | 192.2 |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Exhibit 99.1
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
| Twelve Months Ended December 31, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 1,402.2 | $ | 355.6 |
| Less: Discontinued operations, net of tax | 1,031.7 | 49.8 | ||
| Income from continuing operations | 370.5 | 305.7 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 377.0 | 346.8 | ||
| Loss on repayment of loans | 17.9 | 0.4 | ||
| Net gain on investments in affiliated companies and other investments | (11.9) | (7.5) | ||
| Deferred taxes | (17.2) | (36.1) | ||
| Stock-based compensation | 69.2 | 44.3 | ||
| Provision for losses on trade accounts receivable | (2.6) | 9.8 | ||
| Other | 1.4 | 5.8 | ||
| Changes in assets and liabilities: | ||||
| Trade accounts receivable | (36.2) | (15.6) | ||
| Other current and long-term assets | (20.9) | (3.5) | ||
| Trade accounts payable | 45.7 | 18.1 | ||
| Other current and long-term liabilities | (33.5) | 48.1 | ||
| Cash provided by operating activities of continuing operations | $ | 759.4 | $ | 716.3 |
| Cash provided by operating activities of discontinued operations | 48.9 | 71.3 | ||
| Cash provided by operating activities | $ | 808.3 | $ | 787.6 |
| Cash flows from investing activities: | ||||
| Capital expenditures | (224.2) | (205.6) | ||
| Proceeds from sale/maturity of other investments | 36.3 | 90.6 | ||
| Purchases of other investments | (66.9) | (73.5) | ||
| Investments in consolidated affiliates, net of cash acquired | (3,596.1) | (57.9) | ||
| Investments in nonconsolidated affiliates and purchase of convertible notes | (75.4) | (8.6) | ||
| Proceeds from disposal of discontinued operations | 1,706.8 | 1.6 | ||
| Other | (1.1) | 2.4 | ||
| Cash used in investing activities of continuing operations | $ | (2,220.6) | $ | (251.0) |
| Cash provided by (used in) investing activities of discontinued operations | 7.7 | (16.2) | ||
| Cash used in investing activities | $ | (2,212.9) | $ | (267.2) |
| Cash flows from financing activities: | ||||
| Proceeds from Term Loans | 3,740.0 | — | ||
| Repayments of Term Loans | (640.0) | — | ||
| Repayments of debt | (140.8) | (208.8) | ||
| Debt financing fees | (68.8) | — | ||
| Proceeds from issuance of common stock and exercise of stock options | 21.9 | 22.9 | ||
| Dividends to shareholders | (69.8) | (57.6) | ||
| Distributions to noncontrolling interests | (11.0) | (10.9) | ||
| Employee taxes paid on restricted stock units recorded as treasury stock | (36.8) | (36.1) | ||
| Payment of contingent consideration | (32.4) | (6.4) | ||
| Cash provided by (used in) financing activities of continuing operations | $ | 2,762.3 | $ | (296.9) |
| Cash used in financing activities of discontinued operations | — | — | ||
| Cash provided by (used in) financing activities | $ | 2,762.3 | $ | (296.9) |
| Effect of exchange rate changes on cash and cash equivalents | (8.0) | (4.4) | ||
| Net change in cash and cash equivalents | $ | 1,349.7 | $ | 219.1 |
| Cash and cash equivalents, beginning of period | 492.7 | 273.6 | ||
| Cash and cash equivalents, end of period | $ | 1,842.4 | $ | 492.7 |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Exhibit 99.1
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, 2021 compared with the Three Months Ended December 31, 2020 | For the Twelve Months Ended December 31, 2021 compared with the Twelve Months Ended December 31, 2020 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported | CC Growth(1) | Inorganic(2) | Organic Growth(3) | Organic CC Growth(4) | Reported | CC Growth(1) | Inorganic(2) | Organic Growth(3) | Organic CC Growth(4) | |||||||||||
| Revenue: | ||||||||||||||||||||
| Consolidated | 20.9 | % | 20.8 | % | 8.9 | % | 11.9 | % | 11.8 | % | 17.0 | % | 15.9 | % | 3.0 | % | 14.0 | % | 12.9 | % |
| U.S. Markets | 24.6 | % | 24.6 | % | 13.2 | % | 11.4 | % | 11.4 | % | 18.6 | % | 18.5 | % | 4.6 | % | 14.0 | % | 14.0 | % |
| Financial Services | 12.4 | % | 12.4 | % | — | % | 12.4 | % | 12.4 | % | 14.8 | % | 14.8 | % | — | % | 14.8 | % | 14.8 | % |
| Emerging Verticals | 44.3 | % | 44.3 | % | 34.6 | % | 9.7 | % | 9.7 | % | 24.7 | % | 24.7 | % | 12.0 | % | 12.7 | % | 12.6 | % |
| International | 15.4 | % | 14.9 | % | — | % | 15.4 | % | 14.9 | % | 20.5 | % | 15.9 | % | — | % | 20.5 | % | 15.9 | % |
| Canada | 8.5 | % | 4.8 | % | — | % | 8.5 | % | 4.8 | % | 17.6 | % | 9.9 | % | — | % | 17.6 | % | 9.9 | % |
| Latin America | 13.3 | % | 16.7 | % | — | % | 13.3 | % | 16.7 | % | 19.3 | % | 20.7 | % | — | % | 19.3 | % | 20.7 | % |
| United Kingdom | 14.1 | % | 12.3 | % | — | % | 14.1 | % | 12.3 | % | 18.2 | % | 10.4 | % | — | % | 18.2 | % | 10.4 | % |
| Africa | 15.0 | % | 13.1 | % | — | % | 15.0 | % | 13.1 | % | 21.4 | % | 11.1 | % | — | % | 21.4 | % | 11.1 | % |
| India | 33.0 | % | 35.1 | % | — | % | 33.0 | % | 35.1 | % | 33.1 | % | 33.0 | % | — | % | 33.1 | % | 33.0 | % |
| Asia Pacific | 5.1 | % | 6.1 | % | — | % | 5.1 | % | 6.1 | % | 11.6 | % | 11.8 | % | — | % | 11.6 | % | 11.8 | % |
| Consumer Interactive | 13.8 | % | 13.8 | % | 5.8 | % | 8.0 | % | 8.0 | % | 6.4 | % | 6.4 | % | 1.4 | % | 4.9 | % | 4.9 | % |
| Adjusted EBITDA: | ||||||||||||||||||||
| Consolidated | 14.1 | % | 13.9 | % | 3.2 | % | 10.9 | % | 10.7 | % | 21.3 | % | 20.1 | % | 0.3 | % | 21.1 | % | 19.8 | % |
| U.S. Markets | 17.5 | % | 17.5 | % | 5.2 | % | 12.4 | % | 12.4 | % | 20.5 | % | 20.5 | % | 0.3 | % | 20.2 | % | 20.2 | % |
| International | 20.6 | % | 19.7 | % | — | % | 20.6 | % | 19.7 | % | 36.5 | % | 31.2 | % | — | % | 36.5 | % | 31.2 | % |
| Consumer Interactive | 14.5 | % | 14.5 | % | 1.2 | % | 13.3 | % | 13.3 | % | 6.3 | % | 6.3 | % | 0.3 | % | 6.0 | % | 6.0 | % |
(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)Inorganic growth rate represents growth attributable to the first twelve months of activity for recent business acquisitions.
(3)Organic growth rate is the reported growth rate less the inorganic growth rate.
(4)Organic CC growth rate is the CC growth rate less inorganic growth rate.
Exhibit 99.1
SCHEDULE 1
TRANSUNION AND SUBSIDIARIES
Revenue and Adjusted EBITDA growth rates as Reported, CC, Inorganic, Organic and Organic CC
(Unaudited)
| For the Twelve Months Ended December 31, 2020 compared with the Twelve Months Ended December 31, 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Reported | CC Growth(1) | Inorganic(2) | Organic Growth(3) | Organic CC Growth(4) | ||||||
| Revenue: | ||||||||||
| Consolidated | 2.7 | % | 3.6 | % | 0.4 | % | 2.3 | % | 3.2 | % |
| U.S. Markets | 6.6 | % | 6.6 | % | 0.7 | % | 5.9 | % | 5.9 | % |
| Financial Services | 10.7 | % | 10.7 | % | — | % | 10.7 | % | 10.7 | % |
| Emerging Verticals | 0.6 | % | 0.6 | % | 1.8 | % | (1.2) | % | (1.2) | % |
| International | (6.5) | % | (3.0) | % | — | % | (6.5) | % | (3.0) | % |
| Canada | 3.7 | % | 4.7 | % | — | % | 3.7 | % | 4.7 | % |
| Latin America | (17.0) | % | (5.6) | % | — | % | (17.0) | % | (5.6) | % |
| United Kingdom | (1.9) | % | (2.6) | % | — | % | (1.9) | % | (2.6) | % |
| Africa | (20.0) | % | (9.9) | % | — | % | (20.0) | % | (9.9) | % |
| India | (7.5) | % | (3.0) | % | — | % | (7.5) | % | (3.0) | % |
| Asia Pacific | (5.0) | % | (6.5) | % | — | % | (5.0) | % | (6.5) | % |
| Consumer Interactive | 3.1 | % | 3.1 | % | — | % | 3.1 | % | 3.1 | % |
| Adjusted Revenue: | ||||||||||
| Consolidated | 2.5 | % | 3.4 | % | 0.4 | % | 2.1 | % | 3.0 | % |
| U.S. Markets | 6.6 | % | 6.6 | % | 0.7 | % | 5.9 | % | 5.9 | % |
| Financial Services | 10.7 | % | 10.7 | % | — | % | 10.7 | % | 10.7 | % |
| Emerging Verticals | 0.6 | % | 0.6 | % | 1.8 | % | (1.2) | % | (1.2) | % |
| International | (7.4) | % | (3.9) | % | — | % | (7.4) | % | (3.9) | % |
| Canada | 3.7 | % | 4.7 | % | — | % | 3.7 | % | 4.7 | % |
| Latin America | (17.0) | % | (5.6) | % | — | % | (17.0) | % | (5.6) | % |
| United Kingdom | (4.8) | % | (5.4) | % | — | % | (4.8) | % | (5.4) | % |
| Africa | (20.0) | % | (9.9) | % | — | % | (20.0) | % | (9.9) | % |
| India | (7.5) | % | (3.0) | % | — | % | (7.5) | % | (3.0) | % |
| Asia Pacific | (5.0) | % | (6.5) | % | — | % | (5.0) | % | (6.5) | % |
| Consumer Interactive | 3.1 | % | 3.1 | % | — | % | 3.1 | % | 3.1 | % |
| Adjusted EBITDA: | ||||||||||
| Consolidated | (1.3) | % | (0.4) | % | (0.2) | % | (1.1) | % | (0.2) | % |
| U.S. Markets | 3.5 | % | 3.5 | % | (0.4) | % | 3.9 | % | 3.9 | % |
| International | (14.8) | % | (11.5) | % | — | % | (14.8) | % | (11.5) | % |
| Consumer Interactive | (0.3) | % | (0.3) | % | — | % | (0.3) | % | (0.3) | % |
(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)Inorganic growth rate represents growth attributable to the first twelve months of activity for recent business acquisitions.
(3)Organic growth rate is the reported growth rate less the inorganic growth rate.
(4)Organic CC growth rate is the CC growth rate less inorganic growth rate.
Exhibit 99.1
SCHEDULE 2
TRANSUNION AND SUBSIDIARIES
Consolidated and Segment Revenue, Adjusted EBITDA, and Adjusted EBITDA Margins (Unaudited)
(dollars in millions)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenue: | ||||||||||||
| U.S. Markets gross revenue | ||||||||||||
| Financial Services | $ | 267.5 | $ | 237.9 | $ | 1,078.9 | $ | 939.6 | ||||
| Emerging Verticals | 213.0 | 147.6 | 712.1 | 571.1 | ||||||||
| U.S. Markets gross revenue | $ | 480.5 | $ | 385.5 | $ | 1,791.0 | $ | 1,510.7 | ||||
| International gross revenue | ||||||||||||
| Canada | $ | 32.0 | $ | 29.5 | $ | 126.9 | $ | 108.0 | ||||
| Latin America | 26.3 | 23.3 | 103.2 | 86.5 | ||||||||
| United Kingdom | 58.2 | 51.0 | 216.5 | 183.1 | ||||||||
| Africa | 15.4 | 13.4 | 59.5 | 49.0 | ||||||||
| India | 36.7 | 27.6 | 133.1 | 100.0 | ||||||||
| Asia Pacific | 16.5 | 15.7 | 62.7 | 56.2 | ||||||||
| International gross revenue | $ | 185.1 | $ | 160.5 | $ | 701.9 | $ | 582.7 | ||||
| Consumer Interactive gross revenue | $ | 143.9 | $ | 126.4 | $ | 545.8 | $ | 513.1 | ||||
| Total gross revenue | $ | 809.5 | $ | 672.4 | $ | 3,038.7 | $ | 2,606.5 | ||||
| Intersegment revenue eliminations | ||||||||||||
| U.S. Markets | $ | (17.8) | $ | (17.2) | $ | (70.5) | $ | (68.9) | ||||
| International | (1.5) | (1.4) | (5.9) | (5.2) | ||||||||
| Consumer Interactive | (0.5) | (0.5) | (2.0) | (1.7) | ||||||||
| Total intersegment revenue eliminations | $ | (19.7) | $ | (19.0) | $ | (78.4) | $ | (75.9) | ||||
| Total revenue as reported | $ | 789.8 | $ | 653.3 | $ | 2,960.2 | $ | 2,530.6 | ||||
| Adjusted EBITDA: | ||||||||||||
| U.S. Markets | $ | 166.4 | $ | 141.7 | $ | 715.6 | $ | 593.9 | ||||
| International | 78.8 | 65.4 | 300.1 | 219.8 | ||||||||
| Consumer Interactive | 70.3 | 61.4 | 263.1 | 247.6 | ||||||||
| Corporate | (33.2) | (21.0) | (121.9) | (107.6) | ||||||||
| Consolidated Adjusted EBITDA | $ | 282.4 | $ | 247.4 | $ | 1,156.9 | $ | 953.6 | ||||
| Adjusted EBITDA margin:(1) | ||||||||||||
| U.S. Markets | 34.6 | % | 36.7 | % | 40.0 | % | 39.3 | % | ||||
| International | 42.6 | % | 40.7 | % | 42.8 | % | 37.7 | % | ||||
| Consumer Interactive | 48.9 | % | 48.6 | % | 48.2 | % | 48.3 | % | ||||
| Consolidated | 35.8 | % | 37.9 | % | 39.1 | % | 37.7 | % |
(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.
Exhibit 99.1
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA: | ||||||||||||
| Net income attributable to TransUnion | $ | 1,017.4 | $ | 101.7 | $ | 1,387.1 | $ | 343.2 | ||||
| Discontinued operations, net of tax | (986.1) | (12.1) | (1,031.7) | (49.8) | ||||||||
| Income from continuing operations attributable to TransUnion | $ | 31.3 | $ | 89.6 | $ | 355.5 | $ | 293.4 | ||||
| Net interest expense | 34.4 | 26.0 | 109.2 | 120.6 | ||||||||
| Provision for income taxes | 16.3 | 19.0 | 130.9 | 83.7 | ||||||||
| Depreciation and amortization | 103.4 | 89.8 | 377.0 | 346.8 | ||||||||
| EBITDA | $ | 185.5 | $ | 224.5 | $ | 972.5 | $ | 844.5 | ||||
| Adjustments to EBITDA: | ||||||||||||
| Stock-based compensation(1) | $ | 20.9 | $ | 18.2 | $ | 70.1 | $ | 45.9 | ||||
| Mergers and acquisitions, divestitures and business optimization(2) | 23.2 | (3.3) | 52.6 | 8.5 | ||||||||
| Accelerated technology investment(3) | 12.6 | 9.0 | 42.3 | 19.3 | ||||||||
| Net other(4) | 40.2 | (0.9) | 19.4 | 35.5 | ||||||||
| Total adjustments to EBITDA | $ | 96.9 | $ | 22.9 | $ | 184.4 | $ | 109.1 | ||||
| Consolidated Adjusted EBITDA | $ | 282.4 | $ | 247.4 | $ | 1,156.9 | $ | 953.6 | ||||
| Net income from continuing operations attributable to TransUnion as a percentage of revenue | 4.0 | % | 13.7 | % | 12.0 | % | 11.6 | % | ||||
| Consolidated Adjusted EBITDA margin | 35.8 | % | 37.9 | % | 39.1 | % | 37.7 | % |
As a result of displaying amounts in millions, rounding differences may exist in the tables above and footnotes below.
(1)Consisted of stock-based compensation and cash-settled stock-based compensation.
(2)For the three months ended December 31, 2021, consisted of the following adjustments: $27.7 million of acquisition expenses; $9.1 million of Neustar integration costs; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; and a ($1.1) million reimbursement for transition services related to divested businesses, net of separation expenses.
For the twelve months ended December 31, 2021, consisted of the following adjustments: $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a ($1.1) million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment.
For the three months ended December 31, 2020, consisted of the following adjustments: an $(8.1) million remeasurement gain on notes receivable that were converted into equity upon acquisition and consolidation of an entity; $3.4 million of acquisition expenses; and $1.3 million of adjustments to contingent consideration expense from previous acquisitions.
For the twelve months ended December 31, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; $7.0 million of acquisition expenses; a $4.8 million loss on the impairment of a Cost Method investment; $1.7 million of adjustments to contingent consideration expense from previous acquisitions; an $(8.1) million remeasurement gain on notes receivable that were converted into equity upon acquisition and consolidation of an entity; a $(2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.
(3)Represents expenses associated with our accelerated technology investment to migrate to the cloud.
(4)For the three months ended December 31, 2021, net other consisted of the following adjustments: $21.6 million for certain legal and regulatory expenses; $17.4 million of deferred loan fees written off as a result of the prepayments on our debt; and a $1.2 million net loss from currency remeasurement of our foreign operations, loan fees and other.
For the twelve months ended December 31, 2021, consisted of the following adjustments: $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million
Exhibit 99.1
recovery from the Fraud Incident, net of additional administrative expense; and a $3.7 million net loss from currency remeasurement of our foreign operations, loan fees and other.
For the three months ended December 31, 2020, consisted of the following adjustments: a $(1.9) million gain from currency remeasurement of our foreign operations; a $(0.4) million recovery from the Fraud Incident, net of additional administrative expenses; $0.9 million of deferred loan fees written off as a result of the prepayments on our debt; $0.4 million of loan fees; and $0.1 million other.
For the twelve months ended December 31, 2020, consisted of the following adjustments: $34.7 million for certain legal and regulatory expenses; $0.9 million of deferred loan fees written off as a result of the prepayments on our debt; a $(1.5) million recovery from the Fraud Incident, net of additional administrative expense; and $1.4 million net loss from currency remeasurement of our foreign operations, loan fees and other.
Exhibit 99.1
SCHEDULE 3
TRANSUNION AND SUBSIDIARIES
Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)
(in millions, except per share data)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Income from continuing operations attributable to TransUnion | $ | 31.3 | $ | 89.6 | $ | 355.5 | $ | 293.4 |
| Discontinued operations, net of tax | 986.1 | 12.1 | 1,031.7 | 49.8 | ||||
| Net income attributable to TransUnion | $ | 1,017.4 | $ | 101.7 | $ | 1,387.1 | $ | 343.2 |
| Weighted-average shares outstanding: | ||||||||
| Basic | 191.7 | 190.3 | 191.4 | 189.9 | ||||
| Diluted | 193.2 | 192.5 | 193.0 | 192.2 | ||||
| Basic earnings per common share from: | ||||||||
| Income from continuing operations attributable to TransUnion | $ | 0.16 | $ | 0.47 | $ | 1.86 | $ | 1.54 |
| Discontinued operations, net of tax | 5.15 | 0.06 | 5.39 | 0.26 | ||||
| Net Income attributable to TransUnion | $ | 5.31 | $ | 0.53 | $ | 7.25 | $ | 1.81 |
| Diluted earnings per common share from: | ||||||||
| Income from continuing operations attributable to TransUnion | $ | 0.16 | $ | 0.47 | $ | 1.84 | $ | 1.53 |
| Discontinued operations, net of tax | 5.10 | 0.06 | 5.35 | 0.26 | ||||
| Net Income attributable to TransUnion | $ | 5.27 | $ | 0.53 | $ | 7.19 | $ | 1.79 |
| Reconciliation of net income attributable to TransUnion to Adjusted Net Income: | ||||||||
| Net income attributable to TransUnion | $ | 1,017.4 | $ | 101.7 | $ | 1,387.1 | $ | 343.2 |
| Discontinued operations, net of tax | (986.1) | (12.1) | (1,031.7) | (49.8) | ||||
| Income from continuing operations attributable to TransUnion | 31.3 | 89.6 | 355.5 | 293.4 | ||||
| Adjustments before income tax items: | ||||||||
| Stock-based compensation(1) | 20.9 | 18.2 | 70.1 | 45.9 | ||||
| Mergers and acquisitions, divestitures and business optimization(2) | 23.2 | (3.3) | 52.6 | 8.5 | ||||
| Accelerated technology investment(3) | 12.6 | 9.0 | 42.3 | 19.3 | ||||
| Net other(4) | 39.7 | (1.4) | 17.7 | 34.1 | ||||
| Amortization of certain intangible assets(5) | 54.4 | 46.5 | 189.3 | 181.2 | ||||
| Total adjustments before income tax items | $ | 150.8 | $ | 69.0 | $ | 372.0 | $ | 288.9 |
| Change in provision for income taxes per schedule 4 | (25.0) | (19.8) | (62.9) | (68.2) | ||||
| Adjusted Net Income | $ | 157.1 | $ | 138.8 | $ | 664.5 | $ | 514.1 |
| Weighted-average shares outstanding(6): | ||||||||
| Basic | 191.7 | 190.3 | 191.4 | 189.9 | ||||
| Diluted | 193.2 | 192.5 | 193.0 | 192.2 | ||||
| Adjusted Earnings per Share: | ||||||||
| Basic | $ | 0.82 | $ | 0.73 | $ | 3.47 | $ | 2.71 |
| Diluted | $ | 0.81 | $ | 0.72 | $ | 3.44 | $ | 2.67 |
| Anti-dilutive weighted stock-based awards outstanding | — | — | — | — |
As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below.
(1)Consisted of stock-based compensation and cash-settled stock-based compensation.
(2)For the three months ended December 31, 2021, consisted of the following adjustments: $27.7 million of acquisition expenses; $9.1 million of Neustar integration costs; a ($12.5) million gain on a Cost Method investment resulting from
Exhibit 99.1
an observable price change for a similar investment of the same issuer; and a $1.1 million reimbursement for transition services related to divested businesses, net of separation expenses.
For the twelve months ended December 31, 2021, consisted of the following adjustments: $48.1 million of acquisition expenses; $9.1 million of Neustar integration costs; $8.4 million of adjustments to contingent consideration expense from previous acquisitions; a $1.1 million gain reduction to notes receivable that were converted into equity upon acquisition and consolidation of an entity; a ($12.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $1.1 million reimbursement for transition services related to divested businesses, net of separation expenses; and a ($0.5) million gain on the sale of a Cost Method investment.
For the three months ended December 31, 2020, consisted of the following adjustments: an ($8.1) million remeasurement gain on notes receivable that were converted into equity upon acquisition and consolidation of an entity; $3.4 million of acquisition expenses; and $1.3 million of adjustments to contingent consideration expense from previous acquisitions.
For the twelve months ended December 31, 2020, consisted of the following adjustments: $7.5 million of Callcredit integration costs; $7.0 million of acquisition expenses; a $4.8 million loss on the impairment of a Cost Method investment; $1.7 million of adjustments to contingent consideration expense from previous acquisitions; an $(8.1) million remeasurement gain on notes receivable that were converted into equity upon acquisition and consolidation of an entity; a $(2.5) million gain on a Cost Method investment resulting from an observable price change for a similar investment of the same issuer; a $(1.8) million gain on the disposal of assets of a small business in our United Kingdom region; and a $(0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.
(3)Represents expenses associated with our accelerated technology investment to migrate to the cloud.
(4)For the three months ended December 31, 2021, consisted of the following adjustments: $21.6 million for certain legal and regulatory expenses; $17.4 million of deferred loan fees written off as a result of the prepayments on our debt; and $0.7 million of net other consisting of net losses from currency remeasurement of our foreign operations and other.
For the twelve months ended December 31, 2021, consisted of the following adjustments: $17.9 million of deferred loan fees written off as a result of the prepayments on our debt; $1.2 million for certain legal and regulatory expenses; a ($3.5) million recovery from the Fraud Incident, net of additional administrative expense; and $2.0 million of net other consisting of net losses from currency remeasurement of our foreign operations and other.
For the three months ended December 31, 2020, consisted of the following adjustments: a $(1.9) million gain from currency remeasurement of our foreign operations; a $(0.4) million recovery from the Fraud Incident, net of additional administrative expense; and $0.9 million of deferred loan fees written off as a result of the prepayments on our debt.
For the twelve months ended December 31, 2020, consisted of the following adjustments: $34.7 million for certain legal and regulatory expenses; $0.9 million of deferred loan fees written off as a result of the prepayments on our debt; $0.2 million loss from currency remeasurement of our foreign operations; $0.2 million of fees related to our new swap agreements; a $(1.5) million recovery from the Fraud Incident, net of additional administrative expense; and $(0.4) million reimbursement of fees associated with the refinancing of our Senior Secured Credit Facility.
(5)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.
(6)As of December 31, 2021 and December 31, 2020, there were 0.1 million and 1.3 million contingently-issuable performance-based stock awards outstanding in each respective period that were excluded from the diluted earnings per share calculation because the contingencies had not been met.
Exhibit 99.1
SCHEDULE 4
TRANSUNION AND SUBSIDIARIES
Effective Tax Rate and Adjusted Effective Tax Rate (Unaudited)
(dollars in millions)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Income from continuing operations before income taxes | $ | 50.7 | $ | 111.5 | $ | 501.4 | $ | 389.5 | ||||
| Total adjustments before income tax items from schedule 3 | 150.8 | 69.0 | 372.0 | 288.9 | ||||||||
| Noncontrolling interest portion of Adjusted Net Income adjustments | — | (0.2) | (2.0) | (0.7) | ||||||||
| Adjusted income from continuing operations before income taxes | $ | 201.5 | $ | 180.3 | $ | 871.4 | $ | 677.7 | ||||
| Provision for income taxes | $ | (16.3) | $ | (19.0) | $ | (130.9) | $ | (83.7) | ||||
| Adjustments for income taxes: | ||||||||||||
| Tax effect of above adjustments(1) | (29.2) | (20.3) | (69.4) | (67.1) | ||||||||
| Eliminate impact of excess tax benefits for share compensation(2) | (2.2) | (3.2) | (10.8) | (25.3) | ||||||||
| Other(3) | 6.5 | 3.6 | 17.3 | 24.2 | ||||||||
| Total adjustments for income taxes | $ | (25.0) | $ | (19.8) | $ | (62.9) | $ | (68.2) | ||||
| Adjusted provision for income taxes | $ | (41.2) | $ | (38.9) | $ | (193.8) | $ | (152.0) | ||||
| Effective tax rate | 32.1 | % | 17.1 | % | 26.1 | % | 21.5 | % | ||||
| Adjusted Effective Tax Rate | 20.5 | % | 21.6 | % | 22.2 | % | 22.4 | % |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
(1)Tax rates used to calculate the tax expense impact are based on the nature of each item.
(2)Eliminates the impact of excess tax benefits for share compensation.
(3)Eliminates impact of state and foreign tax rate changes on deferred taxes, valuation allowances on foreign net operating losses, capital losses and foreign tax credits and other discrete adjustments.
Exhibit 99.1
SCHEDULE 5
TRANSUNION AND SUBSIDIARIES
Segment Depreciation and Amortization (Unaudited)
(in millions)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| U.S. Markets | $ | 64.0 | $ | 52.6 | $ | 222.0 | $ | 205.8 |
| International | 32.7 | 32.1 | 132.4 | 120.6 | ||||
| Consumer Interactive | 5.4 | 3.6 | 16.8 | 14.6 | ||||
| Corporate | 1.4 | 1.5 | 5.7 | 5.7 | ||||
| Total depreciation and amortization | $ | 103.4 | $ | 89.8 | $ | 377.0 | $ | 346.8 |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Exhibit 99.1
SCHEDULE 6
TRANSUNION AND SUBSIDIARIES
Reconciliation of Non-GAAP Quarterly and Full Year Financial Information
Excluding the Impact of Discontinued Operations (Unaudited)
(in millions, except per share data)
| Three months ended | Twelve months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2021 | June 30, 2021 | September 30, 2021 | December 31, 2021 | December 31, 2021 | ||||||
| Net income attributable to TransUnion | $ | 127.9 | $ | 127.6 | $ | 114.2 | $ | 1,017.4 | $ | 1,387.1 |
| Discontinued operations, net of tax | (13.3) | (10.8) | (21.5) | (986.1) | (1,031.7) | |||||
| Income from continuing operations attributable to TransUnion | $ | 114.6 | $ | 116.8 | $ | 92.7 | $ | 31.3 | $ | 355.5 |
| Net interest expense | 25.1 | 24.7 | 24.9 | 34.4 | 109.2 | |||||
| Provision for income taxes | 23.7 | 58.6 | 32.3 | 16.3 | 130.9 | |||||
| Depreciation and amortization | 89.4 | 93.2 | 90.9 | 103.4 | 377.0 | |||||
| EBITDA | $ | 252.9 | $ | 293.4 | $ | 240.8 | $ | 185.5 | $ | 972.5 |
| Adjusted EBITDA: | ||||||||||
| Stock-based compensation (1) | 15.4 | 17.1 | 16.7 | 20.9 | 70.1 | |||||
| Mergers and acquisitions, divestitures and business optimization (2) | 1.8 | 8.8 | 18.8 | 23.2 | 52.6 | |||||
| Accelerated technology investment (3) | 7.3 | 9.8 | 12.6 | 12.6 | 42.3 | |||||
| Net other (4) | 0.1 | (33.8) | 12.8 | 40.2 | 19.4 | |||||
| Total adjustments to EBITDA | $ | 24.6 | $ | 1.9 | $ | 60.9 | $ | 96.9 | $ | 184.4 |
| Consolidated Adjusted EBITDA | $ | 277.5 | $ | 295.3 | $ | 301.7 | $ | 282.4 | $ | 1,156.9 |
| Adjusted Net Income: | ||||||||||
| Net income attributable to TransUnion | $ | 127.9 | $ | 127.6 | $ | 114.2 | $ | 1,017.4 | $ | 1,387.1 |
| Discontinued operations, net of tax | (13.3) | (10.8) | (21.5) | (986.1) | (1,031.7) | |||||
| Income from continuing operations attributable to TransUnion | $ | 114.6 | $ | 116.8 | $ | 92.7 | $ | 31.3 | $ | 355.5 |
| Adjustments before income tax items: | ||||||||||
| Stock-based compensation (1) | 15.4 | 17.1 | 16.7 | 20.9 | 70.1 | |||||
| Mergers and acquisitions, divestitures and business optimization (2) | 1.8 | 8.8 | 18.8 | 23.2 | 52.6 | |||||
| Accelerated technology investment (3) | 7.3 | 9.8 | 12.6 | 12.6 | 42.3 | |||||
| Net other (4) | (0.2) | (34.2) | 12.4 | 39.7 | 17.7 | |||||
| Amortization of certain intangible assets (5) | 45.3 | 45.0 | 44.7 | 54.4 | 189.3 | |||||
| Total adjustments before income tax items | $ | 69.6 | $ | 46.4 | $ | 105.2 | $ | 150.8 | $ | 372.0 |
| Change in provision for income taxes | (23.7) | 7.2 | (21.4) | (25.0) | (62.9) | |||||
| Consolidated Adjusted Net Income | $ | 160.5 | $ | 170.4 | $ | 176.5 | $ | 157.1 | $ | 664.5 |
As a result of displaying amounts in millions, rounding differences may exist in the tables above.
Exhibit 99.1
SCHEDULE 6
TRANSUNION AND SUBSIDIARIES
Reconciliation of Non-GAAP Quarterly and Full Year Financial Information
Excluding the Impact of Discontinued Operations (Unaudited)
(in millions, except per share data)
| Three months ended | Twelve months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2021 | June 30, 2021 | September 30, 2021 | December 31, 2021 | December 31, 2021 | ||||||
| Weighted-average shares outstanding: | ||||||||||
| Basic | 190.9 | 191.4 | 191.6 | 191.7 | 191.4 | |||||
| Diluted | 192.5 | 192.8 | 193.1 | 193.2 | 193.0 | |||||
| Income from continuing operations attributable to TransUnion | $ | 114.6 | $ | 116.8 | $ | 92.7 | $ | 31.3 | $ | 355.5 |
| Discontinued operations, net of tax | 13.3 | 10.8 | 21.5 | 986.1 | 1,031.7 | |||||
| Net income attributable to TransUnion | $ | 127.9 | $ | 127.6 | $ | 114.2 | $ | 1,017.4 | $ | 1,387.1 |
| Basic earnings per common share from: | ||||||||||
| Income from continuing operations attributable to TransUnion | $ | 0.60 | $ | 0.61 | $ | 0.48 | $ | 0.16 | $ | 1.86 |
| Discontinued operations, net of tax | $ | 0.07 | $ | 0.06 | $ | 0.11 | $ | 5.15 | $ | 5.39 |
| Net income attributable to TransUnion | $ | 0.67 | $ | 0.67 | $ | 0.60 | $ | 5.31 | $ | 7.25 |
| Diluted earnings per common share from: | ||||||||||
| Income from continuing operations attributable to TransUnion | $ | 0.60 | $ | 0.61 | $ | 0.48 | $ | 0.16 | $ | 1.84 |
| Discontinued operations, net of tax | $ | 0.07 | $ | 0.06 | $ | 0.11 | $ | 5.10 | $ | 5.35 |
| Net income attributable to TransUnion | $ | 0.66 | $ | 0.66 | $ | 0.59 | $ | 5.27 | $ | 7.19 |
| Adjusted Net Income | $ | 160.5 | $ | 170.4 | $ | 176.5 | $ | 157.1 | $ | 664.5 |
| Adjusted Earnings per Share: | ||||||||||
| Basic | $ | 0.84 | $ | 0.89 | $ | 0.92 | $ | 0.82 | $ | 3.47 |
| Diluted | $ | 0.83 | $ | 0.88 | $ | 0.91 | $ | 0.81 | $ | 3.44 |
As a result of displaying amounts in millions, rounding differences may exist in the tables above.
(1)Consists of stock-based compensation and cash-settled stock-based compensation.
(2)Consists of costs incurred for various acquisition, divestiture, integration and business optimization efforts; gains and losses on our Cost Method investments resulting from observable prices changes; adjustments to contingent consideration expense from previous acquisitions; and reimbursement for transition services related to divested business, net of separation expenses.
(3)Represents expenses associated with our accelerated technology investment to migrate to the cloud.
(4)Consists of the following types of adjustments: adjustments for certain legal and regulatory expenses; recoveries from the Fraud Incident, net of additional administrative expenses; deferred loan fees written off as a result of the prepayments on our debt; gains and losses from currency remeasurement of our foreign operations; loan fees and other.
(5)Consists 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.
Exhibit 99.1
SCHEDULE 7
TRANSUNION AND SUBSIDIARIES
Reconciliation of Non-GAAP Guidance (Unaudited)
(in millions, except per share data)
| Three Months Ended March 31, 2022 | Twelve Months Ended December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| Low | High | Low | High | |||||
| Guidance reconciliation of net income attributable to TransUnion to Adjusted EBITDA: | ||||||||
| Income from continuing operations attributable to TransUnion | $ | 82 | $ | 87 | $ | 345 | $ | 376 |
| Interest, taxes and depreciation and amortization | 196 | 197 | 805 | 813 | ||||
| EBITDA | 278 | 284 | 1,151 | 1,189 | ||||
| Stock-based compensation, mergers, acquisitions divestitures and business optimization-related expenses and other adjustments(1) | 53 | 53 | 235 | 235 | ||||
| Adjusted EBITDA | $ | 330 | $ | 337 | $ | 1,386 | $ | 1,424 |
| Reconciliation of diluted earnings per share to Adjusted Diluted Earnings per Share: | ||||||||
| Diluted earnings per share | $ | 0.42 | $ | 0.45 | $ | 1.78 | $ | 1.94 |
| Adjustments to diluted earnings per share(1) | 0.49 | 0.49 | 2.06 | 2.06 | ||||
| Adjusted Diluted Earnings per Share | $ | 0.91 | $ | 0.94 | $ | 3.84 | $ | 4.00 |
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.
Document
TRANSUNION AND SUBSIDIARIES Exhibit 99.2
RECAST HISTORICAL FINANCIAL INFORMATION (excluding Healthcare divestiture)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | March 31, 2021 | June 30, 2021 | September 30, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||
| Revenue: | ||||||||||||||
| Financial Services | $ | 263.1 | $ | 270.7 | $ | 277.6 | $ | 267.5 | $ | 1,078.9 | $ | 939.6 | $ | 849.0 |
| Emerging Verticals | 158.6 | 168.0 | 172.5 | 213.0 | 712.1 | 571.1 | 567.7 | |||||||
| U.S. Markets | $ | 421.7 | $ | 438.7 | $ | 450.1 | $ | 480.5 | $ | 1,791.0 | $ | 1,510.7 | $ | 1,416.7 |
| International | 166.3 | 172.5 | 178.0 | 185.1 | 701.9 | 582.7 | 623.5 | |||||||
| Consumer Interactive | 130.4 | 136.6 | 135.0 | 143.9 | 545.8 | 513.1 | 497.8 | |||||||
| Eliminations | (19.4) | (19.6) | (19.7) | (19.7) | (78.4) | (75.9) | (74.8) | |||||||
| Total consolidated revenue | $ | 698.9 | $ | 728.2 | $ | 743.4 | $ | 789.8 | $ | 2,960.2 | $ | 2,530.6 | $ | 2,463.2 |
| Adjusted Revenue (1): | ||||||||||||||
| Financial Services | $ | 263.1 | $ | 270.7 | $ | 277.6 | $ | 267.5 | $ | 1,078.9 | $ | 939.6 | $ | 849.0 |
| Emerging Verticals | 158.6 | 168.0 | 172.5 | 213.0 | 712.1 | 571.1 | $ | 567.7 | ||||||
| U.S. Markets | $ | 421.7 | $ | 438.7 | $ | 450.1 | $ | 480.5 | $ | 1,791.0 | $ | 1,510.7 | $ | 1,416.7 |
| International (1) | 166.3 | 172.5 | 178.0 | 185.1 | 701.9 | 582.7 | $ | 629.1 | ||||||
| Consumer Interactive | 130.4 | 136.6 | 135.0 | 143.9 | 545.8 | 513.1 | $ | 497.8 | ||||||
| Eliminations | (19.4) | (19.6) | (19.7) | (19.7) | (78.4) | (75.9) | $ | (74.8) | ||||||
| Total consolidated Adjusted Revenue (1) | $ | 698.9 | $ | 728.2 | $ | 743.4 | $ | 789.8 | $ | 2,960.2 | $ | 2,530.6 | $ | 2,469.0 |
| Net income attributable to TransUnion | $ | 127.9 | $ | 127.6 | $ | 114.2 | $ | 1,017.4 | $ | 1,387.1 | $ | 343.2 | $ | 346.9 |
| Discontinued operations, net of tax | (13.3) | (10.8) | (21.5) | (986.1) | (1,031.7) | (49.8) | (48.0) | |||||||
| Income from continuing operations attributable to TransUnion | $ | 114.6 | $ | 116.8 | $ | 92.7 | $ | 31.3 | $ | 355.5 | $ | 293.4 | $ | 298.9 |
| Net interest expense | 25.1 | 24.7 | 24.9 | 34.4 | 109.2 | 120.6 | 166.2 | |||||||
| Provision for income taxes | 23.7 | 58.6 | 32.3 | 16.3 | 130.9 | 83.7 | 70.5 | |||||||
| Depreciation and amortization | 89.4 | 93.2 | 90.9 | 103.4 | 377.0 | 346.8 | 338.6 | |||||||
| EBITDA | $ | 252.9 | $ | 293.4 | $ | 240.8 | $ | 185.5 | $ | 972.5 | $ | 844.5 | $ | 874.2 |
| Adjusted EBITDA: | ||||||||||||||
| Acquisition-related revenue adjustments (1) | — | — | — | — | — | — | 5.6 | |||||||
| Stock-based compensation (2) | 15.4 | 17.1 | 16.7 | 20.9 | 70.1 | 45.9 | 55.3 | |||||||
| Mergers and acquisitions, divestitures and business optimization (3) | 1.8 | 8.8 | 18.8 | 23.2 | 52.6 | 8.5 | 1.1 | |||||||
| Accelerated technology investment (4) | 7.3 | 9.8 | 12.6 | 12.6 | 42.3 | 19.3 | — | |||||||
| Net other (5) | 0.1 | (33.8) | 12.8 | 40.2 | 19.4 | 35.5 | 29.7 | |||||||
| Total adjustments to EBITDA | $ | 24.6 | $ | 1.9 | $ | 60.9 | $ | 96.9 | $ | 184.4 | $ | 109.1 | $ | 91.7 |
| Consolidated Adjusted EBITDA | $ | 277.5 | $ | 295.3 | $ | 301.7 | $ | 282.4 | $ | 1,156.9 | $ | 953.6 | $ | 965.9 |
TRANSUNION AND SUBSIDIARIES Exhibit 99.2
RECAST HISTORICAL FINANCIAL INFORMATION (excluding Healthcare divestiture)
(Unaudited)
| Three months ended | Twelve months ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | March 31, 2021 | June 30, 2021 | September 30, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2020 | December 31, 2019 | ||||||||||||||
| Adjusted EBITDA: | |||||||||||||||||||||
| U.S. Markets | $ | 176.7 | $ | 186.8 | $ | 185.7 | $ | 166.4 | $ | 715.6 | $ | 593.9 | $ | 573.7 | |||||||
| International | 71.4 | 72.2 | 77.7 | 78.8 | 300.1 | 219.8 | 258.1 | ||||||||||||||
| Consumer Interactive | 58.5 | 64.8 | 69.4 | 70.3 | 263.1 | 247.6 | 248.4 | ||||||||||||||
| Corporate | (29.1) | (28.5) | (31.1) | (33.2) | (121.9) | (107.6) | (114.3) | ||||||||||||||
| Consolidated Adjusted EBITDA | $ | 277.5 | $ | 295.3 | $ | 301.7 | $ | 282.4 | $ | 1,156.9 | $ | 953.6 | $ | 965.9 | |||||||
| Net Income Margin (6) | 16.4 | % | 16.0 | % | 12.5 | % | 4.0 | % | 12.0 | % | 11.6 | % | 12.1 | % | |||||||
| Adjusted EBITDA margin (8): | |||||||||||||||||||||
| U.S. Markets | 41.9 | % | 42.6 | % | 41.3 | % | 34.6 | % | 40.0 | % | 39.3 | % | 40.5 | % | |||||||
| International | 42.9 | % | 41.8 | % | 43.7 | % | 42.6 | % | 42.8 | % | 37.7 | % | 41.0 | % | |||||||
| Consumer Interactive | 44.9 | % | 47.5 | % | 51.4 | % | 48.9 | % | 48.2 | % | 48.3 | % | 49.9 | % | |||||||
| Consolidated | 39.7 | % | 40.6 | % | 40.6 | % | 35.8 | % | 39.1 | % | 37.7 | % | 39.1 | % | |||||||
| Adjusted Net Income: | |||||||||||||||||||||
| Net income attributable to TransUnion | $ | 127.9 | $ | 127.6 | $ | 114.2 | $ | 1,017.4 | $ | 1,387.1 | $ | 343.2 | $ | 346.9 | |||||||
| Discontinued operations, net of tax | (13.3) | (10.8) | (21.5) | (986.1) | (1,031.7) | (49.8) | (48.0) | ||||||||||||||
| Income from continuing operations attributable to TransUnion | $ | 114.6 | $ | 116.8 | $ | 92.7 | $ | 31.3 | $ | 355.5 | $ | 293.4 | $ | 298.9 | |||||||
| Adjustments before income tax items: | |||||||||||||||||||||
| Acquisition-related revenue adjustments (1) | — | — | — | — | — | — | 5.6 | ||||||||||||||
| Stock-based compensation (2) | 15.4 | 17.1 | 16.7 | 20.9 | 70.1 | 45.9 | 55.3 | ||||||||||||||
| Mergers and acquisitions, divestitures and business optimization (3) | 1.8 | 8.8 | 18.8 | 23.2 | 52.6 | 8.5 | 1.1 | ||||||||||||||
| Accelerated technology investment (4) | 7.3 | 9.8 | 12.6 | 12.6 | 42.3 | 19.3 | — | ||||||||||||||
| Net other (5) | (0.2) | (34.2) | 12.4 | 39.7 | 17.7 | 34.1 | 27.9 | ||||||||||||||
| Amortization of certain intangible assets (7) | 45.3 | 45.0 | 44.7 | 54.4 | 189.3 | 181.2 | 191.2 | ||||||||||||||
| Total adjustments before income tax items | $ | 69.6 | $ | 46.4 | $ | 105.2 | $ | 150.8 | $ | 372.0 | $ | 288.9 | $ | 281.0 | |||||||
| Change in provision for income taxes | (23.7) | 7.2 | (21.4) | (25.0) | (62.9) | (68.2) | (108.7) | ||||||||||||||
| Consolidated Adjusted Net Income | $ | 160.5 | $ | 170.4 | $ | 176.5 | $ | 157.1 | $ | 664.5 | $ | 514.1 | $ | 471.2 |
TRANSUNION AND SUBSIDIARIES Exhibit 99.2
RECAST HISTORICAL FINANCIAL INFORMATION (excluding Healthcare divestiture)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except per share data) | March 31, 2021 | June 30, 2021 | September 30, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||||
| Weighted-average shares outstanding: | ||||||||||||||
| Basic | 190.9 | 191.4 | 191.6 | 191.7 | 191.4 | 189.9 | 187.8 | |||||||
| Diluted | 192.5 | 192.8 | 193.1 | 193.2 | 193.0 | 192.2 | 191.8 | |||||||
| Income from continuing operations attributable to TransUnion | $ | 114.6 | $ | 116.8 | $ | 92.7 | $ | 31.3 | $ | 355.5 | $ | 293.4 | $ | 298.9 |
| Discontinued operations, net of tax | 13.3 | 10.8 | 21.5 | 986.1 | 1,031.7 | 49.8 | 48.0 | |||||||
| Net income attributable to TransUnion | $ | 127.9 | $ | 127.6 | $ | 114.2 | $ | 1,017.4 | $ | 1,387.1 | $ | 343.2 | $ | 346.9 |
| Basic earnings per common share from: | ||||||||||||||
| Income from continuing operations attributable to TransUnion | $ | 0.60 | $ | 0.61 | $ | 0.48 | $ | 0.16 | $ | 1.86 | $ | 1.54 | $ | 1.59 |
| Discontinued operations, net of tax | $ | 0.07 | $ | 0.06 | $ | 0.11 | $ | 5.15 | $ | 5.39 | $ | 0.26 | $ | 0.26 |
| Net income attributable to TransUnion | $ | 0.67 | $ | 0.67 | $ | 0.60 | $ | 5.31 | $ | 7.25 | $ | 1.81 | $ | 1.85 |
| Diluted earnings per common share from: | ||||||||||||||
| Income from continuing operations attributable to TransUnion | $ | 0.60 | $ | 0.61 | $ | 0.48 | $ | 0.16 | $ | 1.84 | $ | 1.53 | $ | 1.56 |
| Discontinued operations, net of tax | $ | 0.07 | $ | 0.06 | $ | 0.11 | $ | 5.10 | $ | 5.35 | $ | 0.26 | $ | 0.25 |
| Net income attributable to TransUnion | $ | 0.66 | $ | 0.66 | $ | 0.59 | $ | 5.27 | $ | 7.19 | $ | 1.79 | $ | 1.81 |
| Adjusted Net Income | $ | 160.5 | $ | 170.4 | $ | 176.5 | $ | 157.1 | $ | 664.5 | $ | 514.1 | $ | 471.2 |
| Adjusted Earnings per Share: | ||||||||||||||
| Basic | $ | 0.84 | $ | 0.89 | $ | 0.92 | $ | 0.82 | $ | 3.47 | $ | 2.71 | $ | 2.51 |
| Diluted | $ | 0.83 | $ | 0.88 | $ | 0.91 | $ | 0.81 | $ | 3.44 | $ | 2.67 | $ | 2.46 |
TRANSUNION AND SUBSIDIARIES Exhibit 99.2
RECAST HISTORICAL FINANCIAL INFORMATION (excluding Healthcare divestiture)
(Unaudited)
Footnotes to the tables above:
As a result of displaying amounts in millions, rounding differences may exist in the tables above.
(1)This adjustment represents certain non-cash adjustments related to acquired entities, predominantly adjustments to increase revenue resulting from purchase accounting reductions to deferred revenue we record on the opening balance sheet of acquired entities. For the year ended December 31, 2019, these adjustments were only recorded in the International segment. Beginning in the third quarter of 2019, we no longer have these adjustments to revenue.
(2)Consists of stock-based compensation and cash-settled stock-based compensation.
(3)Consists of costs incurred for various acquisition, divestiture, integration and business optimization efforts; gains and losses on our Cost Method investments resulting from observable prices changes; adjustments to contingent consideration expense from previous acquisitions; and reimbursements for transition services related to divested businesses, net of separation expenses.
(4)Represents expenses associated with our accelerated technology investment to migrate to the cloud.
(5)Consists of the following types of adjustments: adjustments for certain legal and regulatory expenses; recoveries from the Fraud Incident, net of additional administrative expenses; deferred loan fees written off as a result of the prepayments on our debt; gains and losses from currency remeasurement of our foreign operations; loan fees and other.
(6)Net Income Margin is calculated as net income from continuing operations attributable to TransUnion divided by total consolidated revenue.
(7)Consists 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.
(8)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.
Document
Exhibit 99.3
Neustar, Inc.
Reconciliation of Net Income to Adjusted EBITDA
The table below presents a reconciliation of the net loss attributable to Neustar for the month ended December 31, 2021, as reflected in Note 2 of the financial statements in our Form 10-K filed with the SEC on February 22, 2022, to the non-GAAP measure of Neustar’s Adjusted EBITDA.
| (Unaudited) | ||
|---|---|---|
| For the Month Ended | ||
| (in millions) | December 31, 2021 | |
| Net loss | $ | (11.7) |
| Net interest expense | — | |
| Income tax benefit | 0.5 | |
| Depreciation and amortization | 10.1 | |
| EBITDA | $ | (1.1) |
| Adjustments to EBITDA: | ||
| Stock-based compensation (1) | 0.2 | |
| Mergers, acquisitions, divestitures and business optimization (2) | 9.1 | |
| Net other (3) | (0.9) | |
| Total Adjustments to EBITDA | $ | 8.4 |
| Adjusted EBITDA | $ | 7.3 |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
(1)Consisted of stock-based compensation expense.
(2)Consisted of integration costs.
(3)Consisted of reimbursement for transition services provided to the buyers of Neustar’s businesses, net of incremental third-party administrative expenses.
Exhibit 99.3
TransUnion Pro Forma
Reconciliation of Pro Forma Net Income to Pro Forma Adjusted EBITDA
The table below presents a reconciliation of the combined pro forma income from continuing operations of TransUnion and the net loss from Neustar for the twelve months ended December 31, 2021 and 2020 as reflected in Note 2 of the financial statements included in our Form 10-K filed with the SEC on February 22, 2022, to combined pro forma Adjusted EBITDA, assuming TransUnion's acquisition of Neustar occurred on January 1, 2020.
| (Unaudited) | ||||
|---|---|---|---|---|
| TransUnion and Neustar combined | ||||
| For the Year Ended | ||||
| (in millions) | December 31, 2021 | December 31, 2020 | ||
| Pro forma net income from continuing operations attributable to TransUnion and Neustar | $ | 247.6 | $ | 72.9 |
| Pro forma net interest expense | 194.2 | 222.6 | ||
| Pro forma income tax expense | 112.6 | 13.6 | ||
| Pro forma depreciation and amortization | 493.4 | 475.2 | ||
| Pro forma EBITDA | $ | 1,047.8 | $ | 784.3 |
| Pro forma adjustments to EBITDA: | ||||
| Pro forma stock-based compensation (1) | $ | 71.6 | $ | 46.9 |
| Pro forma mergers, acquisitions, divestitures and business optimization (2) | 87.4 | 130.5 | ||
| Pro forma technology transformation (3) | 42.3 | 19.3 | ||
| Pro forma net other (4) | 23.1 | 45.5 | ||
| Pro forma total adjustments to EBITDA | 224.4 | 242.2 | ||
| Pro forma adjusted EBITDA | $ | 1,272.2 | $ | 1,026.6 |
As a result of displaying amounts in millions, rounding differences may exist in the table above.
(1)Consisted of pro forma stock-based compensation expense.
(2)Consisted of pro forma acquisition and divestment related expenses.
(3)Represents expenses associated with our accelerated technology investment to migrate to the cloud.
(4)Includes the adjustments included in footnote 4 of Schedule 2 of Exhibit 99.1 in the Company’s Current Report on Form 8-K to which this Exhibit 99.3 is attached. Also, includes the following adjustments for Neustar prior to the date of acquisition: restructuring expenses and sponsor related fees, offset by the inclusion of certain operating expenses that were excluded from the carve-out financial statements of Neustar included as Exhibits 99.1 and 99.2 of our Current Report on Form 8-K/A filed with the Securities and Exchange Commission on February 16, 2022.
a3_fourthquarter2021earn
v vv TransUnion Fourth Quarter 2021 Earnings Chris Cartwright, President and CEO Todd Cello, CFO February 22, 2022 Exhibit 99.4
© 2022 Trans Union LLC All Rights Reserved | 2 Forward-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: the effects of the COVID-19 pandemic and the timing of the recovery from the COVID-19 pandemic, the possibility that the expected benefits of the Healthcare divestiture will not be realized, or will not be realized within the expected time period; the impact of the Healthcare divestiture on TransUnion’s businesses; risks related to the distraction of management from ongoing business operations and other opportunities due to recent acquisitions and divestitures; our ability to acquire businesses, successfully secure financing for our acquisitions and timely consummate such acquisitions; the possibility that we will not successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions or realize the intended benefits of such acquisitions, including our recent Neustar acquisition; the effects of pending and future legislation and regulatory actions and reforms; macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets and other macroeconomic factors beyond TransUnion’s control; risks related to TransUnion’s indebtedness, including TransUnion’s ability to make timely payments of principal and interest and TransUnion’s ability to satisfy covenants in the agreements governing its indebtedness; and other one-time events and other factors that can be found in TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2021, 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. Non-GAAP Financial Information This investor presentation includes certain non-GAAP measures that are more fully described in Exhibit 99.1, “Press release of TransUnion dated February 22, 2022, announcing results for the quarter and year ended December 31, 2021,” under the heading ‘Non-GAAP Financial Measures,’” and Exhibit 99.2, “Schedule of recast historical financial information excluding the Healthcare divestiture,” of our Current Report on Form 8-K to which this Exhibit 99.4 is attached, furnished to the Securities and Exchange Commission (“SEC”) on February 22, 2022. 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 tables of Exhibit 99.1 and Exhibit 99.2 of our Current Report on Form 8-K furnished to the SEC on February 22, 2022, and in Exhibit 99.1 of our Current Reports on Form 8-K furnished to the SEC on October 26, 2021, July 27, 2021, April 27, 2021 and February 16, 2021. Note on Healthcare Business Divestiture As discussed in the Press release of TransUnion dated February 22, 2022, announcing results for the quarter ended December 31, 2021 and in our Annual Report on Form 10-K for the year ended December 31, 2021, on December 17, 2021, the Company completed its divestiture of its Healthcare business. The results of the Healthcare business are reflected as discontinued operations, net of tax, in our consolidated financial statements and historical periods have been recast to conform to current period presentation.
© 2022 Trans Union LLC All Rights Reserved | 3 Fourth quarter 2021 highlights and 2022 commentary 1 First quarter and full year 2022 guidance 4 Business transformation2 Fourth quarter 2021 financial results3
© 2022 Trans Union LLC All Rights Reserved | 4 Sustainability Update • Earned perfect score from Human Rights Campaign Foundation’s 2022 Corporate Equality Index • Announced pledge to achieve net- zero Scope 1 and 2 GHG emissions by 2025 • Expanding disclosure in Diversity and Sustainability Reports
© 2022 Trans Union LLC All Rights Reserved | 5 Fourth Quarter 2021 Highlights • Delivered another strong quarter of broad, innovation-led growth • Benefited from a healthy market backdrop and execution of our Growth Playbook • Standouts verticals included Financial Services, Insurance, and Media; International strength led by India and Latin America • Closed strategic acquisitions of Neustar and Sontiq and began integration • Completed divestiture of our Healthcare business
© 2022 Trans Union LLC All Rights Reserved | 6 2022 is setting up to be another strong year • Guidance for 5.5% to 7.5% organic growth in 2022. Excluding mortgage, organic constant currency growth is expected to be 9% to 11% • In the U.S., consumer balance sheets have never been stronger • Internationally, trends are similarly healthy with pent-up consumer demand • Rapid digitization plays to our core competencies, particularly with Neustar and Sontiq acquisitions
© 2022 Trans Union LLC All Rights Reserved | 7 Verisk Financial Services adds a proprietary data asset to our portfolio Argus provides authoritative and differentiated insights for credit/debit card accounts and demand/deposit accounts (DDAs) spending behavior • Data sourced from consortia of banks and card issuers • Data coverage spans 90% of credit cards and 45% of DDAs in the U.S. and large portions of cards issued in the UK, Canada and Australia • Solutions help financial institutions increase financial inclusion, acquire new accounts, make risk decisions, mitigate fraud and deliver superior consumer experiences ~35% ~65% Verisk Financial Services: $143 million 2021 revenue Other Argus
© 2022 Trans Union LLC All Rights Reserved | 8 Acquiring Argus will enhance value to consortia members • Better utilize the full wallet view of the consumer to deliver actionable insights • Modernize delivery of Argus products using Prama Platform • Expand Argus’ data coverage and addressable market • Leverage Argus’ insights to improve fraud mitigation, risk decisioning, and targeting
© 2022 Trans Union LLC All Rights Reserved | 9 We see a clear path to driving significant financial value from Verisk Financial Services Transaction Details • $515 million purchase price will be funded with cash; target close in Q2 2022 • Represents 12.5x 2021 Adjusted EBITDA* multiple Verisk Financial Services Financials • $143 million of 2021 revenue – Expecting low-single-digit growth in 2022, high-single- digit growth in 2023 and low-double-digit growth in 2024 • $41 million of 2021 Adjusted EBITDA* or 29% margins – Plan to reach ~40% margins by 2026 • Accretive to Adjusted EPS in 2022 *2021 adjusted EBITDA excludes allocated corporate costs which will remain at Verisk Analytics, Inc. and will not recur at TransUnion.
© 2022 Trans Union LLC All Rights Reserved | 10 • Provides solutions to help consumers and businesses protect against identity theft and cybercrime, including identity monitoring, restoration, and breach response • 2021: $87M of revenue (~18% YoY organic growth) at ~35% Adjusted EBITDA margins • 2022E: Low-double-digit revenue growth at ~40% margins; Adjusted Diluted EPS accretion Sontiq delivered strong performance in 2021 and is positioned for attractive results in 2022
© 2022 Trans Union LLC All Rights Reserved | 11 • Provides real-time identity resolution through its OneID platform, powering a broad array of solutions • 2021: $585M of revenue or ~8% YoY organic growth – Marketing up low-double-digits – ~21% Adjusted EBITDA margins • 2022E: High-single-digit revenue growth – ~$160M of Adjusted EBITDA (~25% margins) – Adjusted Diluted EPS accretion • 2023E+: Low-double-digit revenue growth, continued margin expansion, additional Adjusted Diluted EPS accretion Neustar had a good year in 2021 and performance should accelerate in 2022 and beyond
© 2022 Trans Union LLC All Rights Reserved | 12 Expanding our technology transformation to drive superior performance • Realizing early successes – built cloud-native credit reporting platform, which will be deployed for new Brazilian bureau • Leveraging OneID to accelerate innovation of non-credit products • Resulting in more scalable, secure and effective platform • Increasing investment to integrate Neustar tech stack for a best-of-breed approach – Expect $215M to $240M of investment through 2024
© 2022 Trans Union LLC All Rights Reserved | 13 Q4 2021 Revenue Bridge Q4 2020, Previously Reported (Remove Healthcare) Q4 2020, Re-Based Q4 2021, Excluding HC Vs. Pro-Forma Guidance* Revenue $699 $(45) $653 $790 $775 - 785 Y/Y 21% Organic Constant Currency Y/Y 12% 9% - 11% Adjusted EBITDA 269 (22) 247 282 278 - 286 Y/Y 14% Adjusted EBITDA Margin 35.8% Adjusted Diluted EPS $0.80 ($0.08) $0.72 $0.81 $0.79 - $0.82 Y/Y 13% *Pro-Forma guidance is for comparability purposes. It is based on guidance provided during 10/26 earnings call along with the subsequent impact of (1) removal of healthcare; and (2) acquisitions of Neustar and Sontiq, including incremental financing costs. Q4 2021 organic constant currency growth ex-mortgage of +16% $ in millions, except EPS
© 2022 Trans Union LLC All Rights Reserved | 14 FY 2021 Revenue Bridge FY 2020, Previously Reported (Remove Healthcare) FY 2020, Re-Based FY 2021, Excluding HC Vs. Pro-Forma Guidance* Revenue $2,717 $(186) $2,531 $2,960 $2,855 - 2,955 Y/Y 17% Organic Constant Currency Y/Y 13% 12% - 12.5% Adjusted EBITDA 1,045 (91) 954 1,157 1,153 - 1,161 Y/Y 21% Adjusted EBITDA Margin 39.1% Adjusted Diluted EPS $3.00 ($0.33) $2.67 $3.44 $3.42 - $3.45 Y/Y 29% *Pro-Forma guidance is for comparability purposes. It is based on guidance provided during 10/26 earnings call along with the subsequent impact of (1) removal of healthcare; and (2) acquisitions of Neustar and Sontiq, including incremental financing costs. FY 2021 organic constant currency growth ex-mortgage of +15% $ in millions, except EPS
© 2022 Trans Union LLC All Rights Reserved | 15 Note: Rows may not foot due to rounding. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2. Reported FX Impact Inorganic Impact Organic Constant Currency Revenue 25% — (13)% 11% Financial Services 12% — — 12% Emerging Verticals 44% — (35)% 10% Adjusted EBITDA 18% — (5)% 12% U.S. Markets Q4 2021 Year-over-Year Financial Highlights U.S. Markets organic growth ex-mortgage of +19% U.S. Financial Services organic growth ex-mortgage of +27%
© 2022 Trans Union LLC All Rights Reserved | 16 Consumer Interactive Q4 2021 Year-over-Year Financial Highlights Reported FX Impact Inorganic Impact Organic Constant Currency Revenue 14% — (6)% 8% Adjusted EBITDA 14% — (1)% 13% Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.
© 2022 Trans Union LLC All Rights Reserved | 17 Note: Rows may not foot due to rounding. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2. International Q4 2021 Year-over-Year Financial Highlights Reported FX Impact Inorganic Impact Organic Constant Currency Revenue 15% — — 15% Canada 8% (4)% — 5% Latin America 13% 3% — 17% U.K. 14% (2)% — 12% Africa 15% (2)% — 13% India 33% 2% — 35% Asia Pacific 5% 1% — 6% Adjusted EBITDA 21% (1)% — 20%
© 2022 Trans Union LLC All Rights Reserved | 18 TransUnion Has Shown a Consistent Ability to De- Lever via Adjusted EBITDA Growth • $1.8B cash at quarter-end; prepaid $400M of Term Loans in January • $515M of cash for Verisk Financial Services acquisition; $350M for taxes on Healthcare transaction • Expecting to reach ~3.5x net debt to Adjusted EBITDA by end of 2022 Net Debt / Adjusted EBITDA Ratio 2021 pro-forma leverage includes Neustar and Sontiq and removes Healthcare. 2022E pro-forma leverage includes Verisk Financial Services. 4.8x 3.9x 3.4x 3.1x 4.2x 3.2x 2.8x 3.9x 3.5x 3.2x 3.5x 2015 IPO 2015 2016 2017 2018 2019 2020 2021 Pro-Forma 2021 2022E Pro-Forma 2022E
© 2022 Trans Union LLC All Rights Reserved | 19 Q1 2022 Guidance Reported Revenue: $906M to $914M +30% to +31% Assumed M&A contribution: ~24pt. Benefit Assumed FX contribution: Immaterial impact Organic Constant Currency Revenue: +6% to +7% Assumed Mortgage impact: ~(5)pt. headwind Organic CC Revenue ex. Mortgage: +11% to +12% Adjusted EBITDA: $330M to $337M +19% to +21% Assumed FX contribution: Immaterial impact Adjusted EBITDA Margin 36.5% to 36.9% Adjusted EBITDA Margin bps change: -330bps to -290bps Adjusted Diluted EPS: $0.91 to $0.94 +10% to +13% Note: Guidance does not include announced acquisition of Verisk Financial Services. For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.
© 2022 Trans Union LLC All Rights Reserved | 20 FY 2022 Revenue Guidance Note: Guidance does not include announced acquisition of Verisk Financial Services. Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2. Reported Revenue: $3.752B to $3.810B +27% to +29% Assumed M&A contribution: ~22pt. benefit Assumed FX contribution: ~(0.5)pt. headwind Organic Constant Currency Revenue: +5.5% to +7.5% Assumed Mortgage impact: ~(3.5)pt. headwind Organic CC Revenue ex. Mortgage: +9% to +11% Organic Growth Assumptions • U.S. Markets up mid-single-digits [up low-teens excluding mortgage impact] – Financial Services up mid-single digits [up mid-teens excluding mortgage impact] – Emerging Verticals up low-double-digits • International up low-double-digits [constant-currency] • Consumer Interactive down low-single-digits
© 2022 Trans Union LLC All Rights Reserved | 21 FY 2022 Adjusted EBITDA, Adjusted Diluted EPS and Other Guidance Adjusted EBITDA: $1.386B to $1.424B +20% to +23% Assumed FX contribution: Immaterial impact Adjusted EBITDA Margin 36.9% to 37.4% Adjusted EBITDA Margin bps change: -210bps to -170bps Adjusted Diluted EPS: $3.84 to $4.00 +12% to +16% Adjusted Tax Rate: Similar to 2021 (~22.2%) Total D&A: ~$515M D&A ex. step-up from 2012 change in control and subsequent acquisitions: ~$215M Net Interest Expense: ~$205M CapEx: ~8% of revenue Adjusted tax rate guidance of ~22.2% reflects expected full year GAAP effective tax rate of 19.6% plus the elimination of excess tax benefits for stock-based compensation and other items of 2.6%. Note: Guidance does not include announced acquisition of Verisk Financial Services. Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.
© 2022 Trans Union LLC All Rights Reserved | 22 • Delivered strong Q4 results supported by our Growth Playbook • Provided healthy FY 2022 guidance pointing to continued positive momentum • Completed acquisitions of Neustar and Sontiq and intend to acquire Verisk Financial Services
© 2022 Trans Union LLC All Rights Reserved | 23 Investor Day on March 15th • Updated long-term growth targets • Deep dive into refreshed strategic framework • Presentations from over a dozen executives
© 2022 Trans Union LLC All Rights Reserved | 24 Q&A