ck0001552033-20210427
0001552033false00015520332021-04-272021-04-27

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): April 27, 2021
____________________
TransUnion

(Exact name of registrant as specified in its charter)
____________________
Delaware001-3747061-1678417
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer Identification No.)
555 West Adams Street,Chicago,Illinois60661
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTRUNew 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 April 27, 2021, TransUnion (the “Company”) issued a press release announcing results for the quarter ended March 31, 2021. A copy of the press release is attached and furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 7.01    Regulation FD Disclosure.
On April 27, 2021, management reviewed a slide presentation during the Company’s fiscal 2021 first quarter earnings conference call. The presentation materials are attached hereto as Exhibit 99.2 and incorporated herein by reference. These materials may also be used by the Company at one or more subsequent conferences with analysts, investors, or other stakeholders.
The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
Press release of TransUnion dated April 27, 2021, announcing results for the quarter ended March 31, 2021.
Earnings call presentation materials for the quarter ended March 31, 2021.
104Cover 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:    April 27, 2021            
                            By:    /s/ Todd M. Cello
                            Name:    Todd M. Cello
                            Title:    Executive Vice President, Chief Financial Officer



Exhibit 99.1
tulogoa301a.gif
News Release
TransUnion Announces Strong First Quarter 2021 Results
Delivered strong growth with contributions from all three segments, driven by an accelerated economic recovery across most markets during the quarter and the benefit from ongoing business wins.
Increased full year 2021 financial guidance to reflect first quarter out-performance and a more bullish view of the remainder of the year.
Continuing to aggressively invest to position TransUnion for long-term sustained growth.

CHICAGO, April 27, 2021 - TransUnion (NYSE: TRU) (the “Company”) today announced financial results for the quarter ended March 31, 2021.

First Quarter 2021 Results
Revenue:
Total revenue for the quarter was $745 million, an increase of 8 percent (8 percent on a constant currency basis, 7 percent on an organic constant currency basis) compared with the first quarter of 2020.
Earnings:
Net income attributable to TransUnion was $128 million for the quarter, compared with $70 million for the first quarter of 2020. Diluted earnings per share was $0.67, compared with $0.37 for the first quarter of 2020.
Adjusted Net Income was $176 million for the quarter, compared with $141 million for the first quarter of 2020. Adjusted Diluted Earnings per Share for the quarter was $0.91, compared with $0.73 for the first quarter of 2020.
Adjusted EBITDA was $300 million for the quarter, an increase of 14 percent (13 percent on a constant currency basis, 14 percent on an organic constant currency basis) compared with the first quarter of 2020. Adjusted EBITDA margin was 40.3 percent, compared with 38.3 percent for the first quarter of 2020.
“TransUnion delivered a strong quarter driven by accelerating macroeconomic recovery across most of our markets as well as the benefits of our diversified portfolio and ongoing business wins,” said Chris Cartwright, President and CEO. “As a result, we out-performed our guidance and have raised our outlook for the remainder of the year to reflect the stronger underlying business conditions, particularly in the U.S., that have become more visible over the past several months.”
“As always, we remain focused on investing for long-term success and are benefiting from our Global Solutions and Global Operations as we continue to progress on-plan with Project Rise.”




First Quarter 2021 Segment Results
U.S. Markets:
U.S. Markets revenue was $468 million, an increase of 11 percent (10 percent on an organic basis) compared with the first quarter of 2020.
Financial Services revenue was $263 million, an increase of 14 percent compared with the first quarter of 2020.
Emerging Verticals revenue, which includes Healthcare, Insurance and all other verticals, was $205 million, an increase of 7 percent (4 percent on an organic basis) compared with the first quarter of 2020.
Adjusted EBITDA was $199 million, an increase of 16 percent (17 percent on an organic basis) compared with the first quarter of 2020.

International:
International revenue was $166 million, an increase of 5 percent (3 percent on a constant currency basis) compared with the first quarter of 2020.
Canada revenue was $30 million, an increase of 15 percent (9 percent on a constant currency basis) compared with the first quarter of 2020.
Latin America revenue was $24 million, a decrease of 1 percent (an increase of 5 percent on a constant currency basis) compared with the first quarter of 2020.
United Kingdom revenue was $50 million, an increase of 3 percent (a decrease of 5 percent on a constant currency basis) compared with the first quarter of 2020.
Africa revenue was $14 million, a decrease of 4 percent (5 percent on a constant currency basis) compared with the first quarter of 2020.
India revenue was $34 million, an increase of 10 percent (11 percent on a constant currency basis) compared with the first quarter of 2020.
Asia Pacific revenue was $14 million, an increase of 6 percent (5 percent on a constant currency basis) compared with the first quarter of 2020.
Adjusted EBITDA was $71 million, an increase of 19 percent (16 percent on a constant currency basis) compared with the first quarter of 2020.

Consumer Interactive:
Consumer Interactive revenue was $130 million, an increase of 3 percent compared with the first quarter of 2020.
Adjusted EBITDA was $59 million, an increase of 2 percent compared with the first quarter of 2020.

Liquidity and Capital Resources
Cash and cash equivalents were $433 million at March 31, 2021 and $493 million at December 31, 2020. In addition, we had $300 million of undrawn capacity on our Senior Secured Revolving Credit Facility. At the end of March 2021, we prepaid $85 million of our debt. For the three months ended March 31, 2021, cash provided by continuing operations was $145 million compared with $126 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 $72 million compared with $26 million in 2020. The increase in cash used in investing activities was due primarily to an increase in net purchases of other investments. Capital expenditures were $43 million compared with $42 million in 2020. Cash used in



financing activities was $132 million compared with $50 million in 2020. The increase in cash used in financing activities was due primarily to our $85 million prepayment of debt.

Second Quarter and Full Year 2021 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. The extent to which COVID-19 impacts our business and results of operations continues to be inherently uncertain and will depend on 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.

2021 Full Year Outlook:
GAAP Outlook: For 2021, revenue is expected to be between $2.949 billion and $2.992 billion, an increase of 9 to 10 percent compared with 2020. Net income attributable to TransUnion is expected to be between $425 million and $449 million, an increase of 24 to 31 percent. Diluted earnings per share is expected to be between $2.20 and $2.33, an increase of 23 to 30 percent. The revenue growth includes approximately 0.5 percent of benefit from acquisitions and 1 percent of benefit from foreign exchange rates. In addition, the revenue growth rates include 1 percent to 1.5 percent of mortgage headwind.
Adjusted Outlook: For 2021, Adjusted EBITDA is expected to be between $1.157 billion and $1.189 billion, an increase of 11 to 14 percent compared with 2020. Adjusted Diluted Earnings per Share is expected to be between $3.45 and $3.58, an increase of 15 to 19 percent. The Adjusted EBITDA growth rates include approximately 1 percent of benefit from foreign exchange rates.

2021 Second Quarter Outlook:
GAAP Outlook: For the second quarter of 2021, revenue is expected to be between $744 million and $754 million, an increase of 17 to 19 percent compared with the second quarter of 2020. Net income attributable to TransUnion is expected to be between $112 million and $117 million, an increase of 63 to 71 percent. Diluted earnings per share is expected to be between $0.58 and $0.61, an increase of 62 to 70 percent. The revenue growth includes slightly less than 1 percent of benefit from acquisitions and 2 percent of benefit from foreign exchange rates. In addition, the revenue growth rates include approximately 2 percent of headwind due to projected lower growth in mortgage revenue.
Adjusted Outlook: For the second quarter of 2021, Adjusted EBITDA is expected to be between $296 million and $303 million, an increase of 22 to 25 percent compared with the second quarter of 2020. Adjusted Diluted Earnings per Share is expected to be between $0.89 and $0.92, an increase of 35 to 39 percent. The Adjusted EBITDA growth rates include approximately 2 percent of benefit from foreign exchange rates.

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 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 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 6.




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 existence and prevalence 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; our ability to make acquisitions, successfully integrate the operations of acquired businesses and realize the intended benefits of such acquisitions; our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property; our ability to defend our intellectual property from infringement claims by third parties; the ability of our outside service providers and key vendors to fulfill their obligations to us; further consolidation in our end-customer markets; the increased availability of free or inexpensive consumer information; losses against which we do not insure; our ability to make timely payments of principal and interest on our indebtedness; our ability to satisfy covenants in the agreements governing our indebtedness; our ability to maintain our liquidity; 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, 2020, 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: failure to realize the benefits expected from the recent business acquisitions; the effects of pending and future legislation; risks related to disruption of management time from ongoing business operations due to the recent business acquisitions; macroeconomic factors beyond TransUnion’s control; risks related to TransUnion’s indebtedness and other consequences associated with mergers, acquisitions and divestitures, and legislative and regulatory actions and reforms.

For More Information
E-mail:    [email protected]
Telephone:    312.985.2860


                                                Exhibit 99.1
TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)
March 31,
2021
December 31,
2020
Assets
Current assets:
Cash and cash equivalents$433.0 $493.0 
Trade accounts receivable, net of allowance of $26.9 and $26.6488.1 453.7 
Other current assets202.3 159.5 
Total current assets1,123.4 1,106.2 
Property, plant and equipment, net of accumulated depreciation and amortization of $582.4 and $548.9215.0 223.2 
Goodwill3,454.8 3,461.5 
Other intangibles, net of accumulated amortization of $1,799.8 and $1,752.22,242.7 2,284.6 
Other assets251.7 236.1 
Total assets$7,287.6 $7,311.6 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable$203.5 $193.2 
Short-term debt and current portion of long-term debt62.7 55.5 
Other current liabilities364.0 415.8 
Total current liabilities630.2 664.5 
Long-term debt3,293.3 3,398.7 
Deferred taxes407.8 396.8 
Other liabilities193.2 215.5 
Total liabilities4,524.5 4,675.5 
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2021 and December 31, 2020, 196.8 million and 195.7 million shares issued at March 31, 2021 and December 31, 2020, respectively, and 191.3 million shares and 190.5 million shares outstanding as of March 31, 2021 and December 31, 2020, respectively2.0 2.0 
Additional paid-in capital2,116.8 2,088.1 
Treasury stock at cost; 5.5 million and 5.2 million shares at March 31, 2021 and December 31, 2020, respectively(243.8)(215.2)
Retained earnings1,050.8 937.4 
Accumulated other comprehensive loss(260.3)(272.1)
Total TransUnion stockholders’ equity2,665.5 2,540.2 
Noncontrolling interests97.6 95.9 
Total stockholders’ equity2,763.1 2,636.1 
Total liabilities and stockholders’ equity$7,287.6 $7,311.6 


                                                Exhibit 99.1
TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
(in millions, except per share data)
Three Months Ended March 31,
 20212020
Revenue$745.3 $687.6 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)243.2 225.1 
Selling, general and administrative227.2 235.4 
Depreciation and amortization94.3 90.3 
Total operating expenses564.6 550.8 
Operating income180.7 136.8 
Non-operating income and (expense)
Interest expense(25.8)(37.7)
Interest income0.7 1.9 
Earnings from equity method investments3.0 2.6 
Other income and (expense), net(0.4)(7.0)
Total non-operating income and (expense)(22.5)(40.2)
Income before income taxes158.2 96.6 
Provision for income taxes(27.5)(22.3)
Net income130.6 74.3 
Less: net (income) loss attributable to the noncontrolling interests(2.7)(4.1)
Net income attributable to TransUnion$127.9 $70.2 
Weighted-average shares outstanding:
Basic190.9 189.2 
Diluted192.5 192.2 
Earnings per share:
Basic$0.67 $0.37 
Diluted$0.66 $0.37 
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)
Three Months Ended March 31,
20212020
Cash flows from operating activities:
Net income$130.6 $74.3 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization94.3 90.3 
Net gain on investments in affiliated companies and assets of businesses held for sale(0.5)(1.8)
Deferred taxes4.0 (0.6)
Stock-based compensation17.9 4.9 
Provision for losses on trade accounts receivable1.1 6.2 
Other0.5 1.3 
Changes in assets and liabilities:
Trade accounts receivable(35.3)(40.6)
Other current and long-term assets(23.4)(0.5)
Trade accounts payable7.2 12.3 
Other current and long-term liabilities(51.6)(20.3)
Cash provided by operating activities144.8 125.5 
Cash flows from investing activities:
Capital expenditures(43.2)(42.0)
Proceeds from sale/maturities of other investments 1.5 19.4 
Purchases of other investments(19.8)(0.2)
Purchases of convertible notes and investments in nonconsolidated affiliates(10.0)(5.2)
Other(0.4)2.5 
Cash used in investing activities(71.9)(25.5)
Cash flows from financing activities:
Repayments of debt(99.6)(13.8)
Proceeds from issuance of common stock and exercise of stock options10.1 10.9 
Dividends to shareholders(15.0)(14.7)
Employee taxes paid on restricted stock units recorded as treasury stock(27.7)(32.1)
Cash used in financing activities(132.2)(49.7)
Effect of exchange rate changes on cash and cash equivalents(0.7)(18.7)
Net change in cash and cash equivalents(60.0)31.6 
Cash and cash equivalents, beginning of period493.0 274.1 
Cash and cash equivalents, end of period$433.0 $305.7 
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 March 31, 2021 compared with the Three Months Ended March 31, 2020
Reported
CC Growth(1)
Inorganic(2)
Organic Growth(3)
Organic CC Growth(4)
Revenue:
Consolidated8.4 %7.8 %0.8 %7.6 %7.0 %
U.S. Markets11.0 %10.9 %1.3 %9.7 %9.7 %
Financial Services14.2 %14.2 %— %14.1 %14.1 %
Emerging Verticals7.1 %7.0 %2.8 %4.3 %4.3 %
International5.4 %2.9 %— %5.4 %2.9 %
Canada14.7 %8.5 %— %14.7 %8.5 %
Latin America(0.9)%4.9 %— %(0.9)%4.9 %
United Kingdom3.1 %(4.6)%— %3.1 %(4.6)%
Africa(4.2)%(4.8)%— %(4.2)%(4.8)%
India10.2 %11.0 %— %10.2 %11.0 %
Asia Pacific5.8 %5.0 %— %5.8 %5.0 %
Consumer Interactive2.9 %2.9 %— %2.9 %2.9 %
Adjusted EBITDA:
Consolidated14.1 %13.5 %(0.8)%14.9 %14.3 %
U.S. Markets15.9 %15.9 %(1.3)%17.2 %17.2 %
International18.6 %16.0 %— %18.6 %16.0 %
Consumer Interactive2.0 %2.0 %— %2.0 %2.0 %

(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 2
TRANSUNION AND SUBSIDIARIES
Consolidated and Segment Revenue, Adjusted EBITDA, and Adjusted EBITDA Margins (Unaudited)
(dollars in millions)
 Three Months Ended March 31,
 20212020
Revenue:
U.S. Markets gross revenue
     Financial Services$263.1 $230.4 
     Emerging Verticals205.0 191.5 
Total U.S. Markets gross revenue$468.1 $421.9 
International gross revenue
     Canada$30.4 $26.5 
     Latin America24.1 24.3 
     United Kingdom50.3 48.8 
     Africa13.7 14.3 
     India34.0 30.8 
     Asia Pacific13.8 13.0 
Total International gross revenue$166.3 $157.7 
Consumer Interactive gross revenue$130.4 $126.7 
Less: intersegment eliminations
     U.S. Markets$(17.4)$(17.1)
     International(1.4)(1.3)
     Consumer Interactive(0.5)(0.4)
Total intersegment eliminations$(19.4)$(18.7)
Total revenue, as reported$745.3 $687.6 
Adjusted EBITDA:
   U.S. Markets$198.8 $171.5 
   International71.4 60.2 
   Consumer Interactive58.5 57.4 
   Corporate(28.4)(25.8)
Consolidated Adjusted EBITDA$300.4 $263.4 
Adjusted EBITDA margin:
U.S. Markets42.5 %40.7 %
International42.9 %38.2 %
Consumer Interactive44.9 %45.3 %
Consolidated40.3 %38.3 %
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 March 31,
 20212020
Reconciliation of net income attributable to TransUnion to consolidated Adjusted EBITDA:
Net income attributable to TransUnion$127.9 $70.2 
Net interest expense25.1 35.8 
Provision for income taxes27.5 22.3 
Depreciation and amortization94.3 90.3 
EBITDA274.8 218.5 
Adjustments to EBITDA:
Stock-based compensation(1)
16.3 2.3 
Mergers and acquisitions, divestitures and business optimization(2)
1.8 4.3 
Accelerated technology investment(3)
7.3 2.5 
Net other(4)
0.1 35.7 
Total adjustments to EBITDA25.6 44.8 
Consolidated Adjusted EBITDA$300.4 $263.4 
Net income attributable to TransUnion as a percentage of revenue17.2 %10.2 %
Consolidated Adjusted EBITDA margin40.3 %38.3 %
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 March 31, 2021, consisted of the following adjustments: $1.1 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million of acquisition expenses; and a $(0.5) gain on the sale of a cost method investment.
For the three months ended March 31, 2020, consisted of the following adjustments: $3.8 million of Callcredit integration costs; $2.1 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a ($1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a ($0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.
(3)Represents expenses associated with our accelerated technology investment.
(4)For the three months ended March 31, 2021, consisted of the following adjustments: $0.1 million of net other which includes deferred loan fees written off as a result of prepayments on our debt, loan fees, and gain from currency remeasurement of our foreign operations.
For the three months ended March 31, 2020, consisted of the following adjustments: $30.5 million for certain legal expenses; a $4.9 million loss from currency remeasurement of our foreign operations; and $0.3 million of net other, which includes loan fees, fees related to our new swap agreement, administrative expenses associated with the Fraud Incident, and a reimbursement of fees associated with the refinancing of our Senior Secured Credit Facility.


                                                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 March 31,
20212020
Net income attributable to TransUnion$127.9 $70.2 
Weighted-average shares outstanding:
Basic190.9 189.2 
Diluted192.5 192.2 
Earnings per share:
Basic$0.67 $0.37 
Diluted$0.66 $0.37 
Reconciliation of net income attributable to TransUnion to Adjusted Net Income:
Net income attributable to TransUnion$127.9 $70.2 
Adjustments before income tax items:
Stock-based compensation(1)
16.3 2.3 
Mergers and acquisitions, divestitures and business optimization(2)
1.8 4.3 
Accelerated technology investment(3)
7.3 2.5 
Net other(4)
(0.2)35.3 
Amortization of certain intangible assets(5)
47.9 48.7 
Total adjustments before income tax items73.1 93.1 
      Change in provision for income taxes per schedule 4(25.2)(22.6)
Adjusted Net Income$175.8 $140.7 
Weighted-average shares outstanding(6):
Basic190.9 189.2 
Diluted192.5 192.2 
Adjusted Earnings per Share:
Basic$0.92 $0.74 
Diluted$0.91 $0.73 
Anti-dilutive weighted stock-based awards outstanding0.3 0.2 
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 March 31, 2021, consisted of the following adjustments: $1.1 million of adjustments to contingent consideration expense from previous acquisitions; $1.1 million of acquisition expenses; and a $(0.5) gain on the sale of a cost method investment.
For the three months ended March 31, 2020, consisted of the following adjustments: $3.8 million of Callcredit integration costs; $2.1 million of acquisition expenses; $0.3 million of adjustments to contingent consideration expense from previous acquisitions; a ($1.8) million gain on the disposal of assets of a small business in our United Kingdom region that are classified as held-for-sale; and a ($0.1) million reimbursement for transition services provided to the buyers of certain of our discontinued operations.
(3)Represents expenses associated with our accelerated technology investment.
(4)For the three months ended March 31, 2021, consisted of the following adjustments: $(0.2) million of net other, which includes gains from currency remeasurement of our foreign operations and deferred loan fees written off as a result of the prepayments on our debt.


                                                Exhibit 99.1
For the three months ended March 31, 2020, consisted of the following adjustments: $30.5 million for certain legal expenses; a $4.9 million loss from currency remeasurement of our foreign operations; and $(0.1) million of net other, which includes fees related to our new swap agreements, administrative expenses associated with the Fraud Incident and a 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 March 31, 2021 and March 31, 2020, there were 0.3 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 March 31,
20212020
Income before income taxes$158.2 $96.6 
Total adjustments before income tax items from schedule 373.1 93.1 
Noncontrolling interest portion of Adjusted Net Income adjustments— 0.1 
Adjusted income before income taxes$231.3 $189.8 
(Provision) benefit for income taxes$(27.5)$(22.3)
Adjustments for income taxes:
Tax effect of above adjustments(1)
(15.5)(19.2)
Eliminate impact of excess tax benefits for share compensation(2)
(5.8)(16.2)
Other(3)
(4.0)12.9 
Total adjustments for income taxes(25.2)(22.6)
Adjusted provision for income taxes$(52.8)$(44.9)
Effective tax rate17.4 %23.1 %
Adjusted Effective Tax Rate22.8 %23.6 %
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 March 31,
 20212020
U.S. Markets$56.1 $55.9 
International33.0 29.4 
Consumer Interactive3.7 3.7 
Corporate1.5 1.4 
Total depreciation and amortization$94.3 $90.3 
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 Guidance (Unaudited)
(in millions, except per share data)
 Three Months Ended June 30, 2021Twelve Months Ended December 31, 2021
 LowHighLowHigh
Guidance reconciliation of net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion$112 $117 $425 $449 
Interest, taxes and depreciation and amortization151 153 592 599 
EBITDA263 270 1,017 1,048 
Stock-based compensation, mergers, acquisitions divestitures and business optimization-related expenses and other adjustments(1)
34 34 141 141 
Adjusted EBITDA$296 $303 $1,157 $1,189 
Reconciliation of diluted earnings per share to Adjusted Diluted Earnings per Share:
Diluted earnings per share$0.58 $0.61 $2.20 $2.33 
Adjustments to diluted earnings per share(1)
0.32 0.31 1.25 1.25 
Adjusted Diluted Earnings per Share$0.89 $0.92 $3.45 $3.58 
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.

v vv TransUnion First Quarter 2021 Earnings Chris Cartwright, President and CEO Todd Cello, CFO Exhibit 99.2


 
© 2021 Trans Union LLC All Rights Reserved | 2 Forward-Looking Statement 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, including the effects of the COVID-19 pandemic and the timing of the recovery from the COVID-19 pandemic, can be found in TransUnion’s Annual Report on Form 10-K for the year ended December 31, 2020, as modified in any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, which are filed with (or furnished to) 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 update the forward-looking statements to reflect the impact of events or circumstances that may arise after the date of the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements. Non-GAAP Financial Information This investor presentation includes certain non-GAAP measures that are more fully described in our Current Report on Form 8-K, furnished as Exhibit 99.1, “Press release of TransUnion dated April 27, 2021, announcing results for the quarter ended March 31, 2021” under the heading “Non-GAAP Financial Measures,” furnished to the Securities and Exchange Commission on April 27, 2021. 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 are presented in the tables of Exhibit 99.1 of our Current Report on Form 8-K furnished to the Securities and Exchange Commission on April 27, 2021.


 
© 2021 Trans Union LLC All Rights Reserved | 3 First quarter 2021 highlights1 Second quarter and full year 2021 guidance 4 TransUnion’s unique market position and approach 2 First quarter 2021 financial results3


 
© 2021 Trans Union LLC All Rights Reserved | 4 First Quarter 2021 Highlights • Significantly outperformed Q1 2021 guidance • Experienced broad improvement across most U.S. verticals and international markets – U.S. Markets: growth accelerated in Financial Services (ex. mortgage) and Emerging Verticals – Consumer Interactive: solid performance – International: improving macro trends drove a return to growth • Raised FY 2021 guidance based on strong Q1 and more bullish outlook


 
© 2021 Trans Union LLC All Rights Reserved | 5 Innovator / attacker positions across our markets Proven and scalable enterprise growth playbook Powerful data assets Cutting-edge technology capabilities Culture of customer focus and partnership TransUnion’s Unique Market Position and Approach


 
© 2021 Trans Union LLC All Rights Reserved | 6 Innovator / Attacker Positions Across our Markets • Financial Services: established first-mover advantage with trended and alternative data as well as leading position with FinTech lenders • Insurance: expanding into new use cases and customer adjacencies using data and analytics • Media and Gaming and Gambling: aggressively pursuing high growth adjacencies with a clear right to win • Consumer Interactive: empowering consumers at scale through direct and indirect channels


 
© 2021 Trans Union LLC All Rights Reserved | 7 Proven and Scalable Enterprise Growth Playbook • Established a replicable approach to client engagement, innovation and adjacencies • Allows TransUnion to deliver growth in excess of a given underlying vertical or geographic market • Enhanced efficacy of our Playbook through establishment of Global Solutions and Global Operations


 
© 2021 Trans Union LLC All Rights Reserved | 8 Powerful Data Assets • Strategically building an array of alternative data assets to serve core and high growth use cases, including: – Trended credit, payday and online short-term loans, consumer contributed data and income and employment verification – Device-based fraudulent behavior information – Public records data – Data on streaming devices and activity – Driving violation data and state-issued MVRs – Differentiated international data: commercial credit data, public record and other alternative data for insurers


 
© 2021 Trans Union LLC All Rights Reserved | 9 • Proven track record of delivering on large- scale, complex technology initiatives to sustain our competitive advantage • Staying on the cutting edge of cloud computing and information security through Project Rise, our multi-year technology evolution • Project on plan to deliver considerable operational and financial benefits Cutting-edge Technology Capabilities


 
© 2021 Trans Union LLC All Rights Reserved | 10 Culture of Customer Focus and Partnership • Fostering a culture that is: – Customer-centric – Humble, yet driven – Accountable – Collaborative • As a result of this culture, we have established a track record of winning in the marketplace, delivering superior results and attracting high-caliber talent


 
© 2021 Trans Union LLC All Rights Reserved | 11 U.S. Markets Financial Services Emerging Verticals International Canada Latin America United Kingdom Africa India Asia Pacific Consumer Interactive Consolidated TransUnion January Growth Meaningfully Accelerated Throughout Q1 ‘21 YoY Organic Constant Currency Revenue Growth Trends February March Q1 2021 +8% +13% +2% (4%) +4% +0% (16)% (3)% +1% +14% +2% +4% +10% +16% +3% +4% +12% +4% (2)% (7)% +10% +6% +0% +7% +11% +13% +8% +9% +10% +12% +7% (4)% +22% (4)% +6% +10% +10% +14% +4% +3% +9% +5% (5)% (5)% +11% +5% +3% +7% Results used to inform 2021 Guidance Q1 ‘21 growth meaningfully accelerated after 2021 Guidance was provided


 
© 2021 Trans Union LLC All Rights Reserved | 12 Consolidated Q1 2021 Highlights Year-over-Year Change Revenue 8% Constant Currency Revenue 8% Organic Revenue 8% Organic Constant Currency Revenue 7% Adjusted EBITDA 14% Constant Currency Adjusted EBITDA 13% Organic Constant Currency Adjusted EBITDA 14% Adjusted Diluted EPS 25% Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.


 
© 2021 Trans Union LLC All Rights Reserved | 13 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 11% — (1)% 10% Financial Services 14% — — 14% Emerging Verticals 7% — (3)% 4% Adjusted EBITDA 16% — 1% 17% U.S. Markets Q1 2021 Year-over-Year Financial Highlights


 
© 2021 Trans Union LLC All Rights Reserved | 14 Consumer Interactive Q1 2021 Year-over-Year Financial Highlights Reported FX Impact Inorganic Impact Organic Constant Currency Revenue 3% — — 3% Adjusted EBITDA 2% — — 2% Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.


 
© 2021 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. International Q1 2021 Year-over-Year Financial Highlights Reported FX Impact Inorganic Impact Organic Constant Currency Revenue 5% (3)% — 3% Canada 15% (6)% — 9% Latin America (1)% +6% — 5% U.K. 3% (8)% — (5)% Africa (4)% (1)% — (5)% India 10% +1% — 11% Asia Pacific 6% (1)% — 5% Adjusted EBITDA 19% (3)% — 16%


 
© 2021 Trans Union LLC All Rights Reserved | 16 TransUnion Has a Strong Balance Sheet and the Ability to Rapidly Build Cash TTM Adjusted EBITDA Net Leverage $779 $814 $864 $917 $953 $996 $1,032 $1,059 $1,083 $1,062 $1,051 $1,045 $1,082 2.9x 4.9x 4.5x 4.2x 4.0x 3.7x 3.4x 3.2x 3.1x 3.0x 2.9x 2.8x 2.7x $- $200 $400 $600 $800 $1,000 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 2x 3x 4x 5x 6x 7x($ in millions) • Ended Q1 with $433M of cash • Pre-paid $85M of debt • Continued de-levering from most recent peak in mid-2018 • Actively pursuing attractive investments Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.


 
© 2021 Trans Union LLC All Rights Reserved | 17 Q2 2021 Guidance Reported Revenue: $744M to $754M +17% to +19% Assumed M&A contribution: Slightly < 1pt. benefit Assumed FX contribution: ~2pt. benefit Organic Constant Currency Revenue: +15% to +16% Adjusted EBITDA: $296M to $303M +22% to +25% Assumed FX contribution: ~2pt. benefit Adjusted EBITDA Margin: +160bps to +200bps Adjusted Diluted EPS: $0.89 to $0.92 +35% to +39% Q2 2021 revenue guidance includes ~2pt. mortgage headwind Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.


 
© 2021 Trans Union LLC All Rights Reserved | 18 FY 2021 Guidance Reported Revenue: $2.949B to $2.992B +9% to +10% Assumed M&A contribution: ~0.5pt. benefit Assumed FX contribution: ~1pt. benefit Organic Constant Currency Revenue: +7% to +9% Assumed Mortgage impact: ~1pt. to ~1.5pt. headwind Organic CC Revenue ex. Mortgage: +8% to +10% Adjusted EBITDA: $1.157B to $1.189B +11% to +14% Assumed FX contribution: ~1pt. benefit Adjusted EBITDA Margin: +80bps to +130bps Adjusted Diluted EPS: $3.45 to $3.58 +15% to +19% • U.S. Markets up high-single-digits [up low- double-digits ex. mortgage impact] – Financial Services up high-single-digits [up low-double-digits ex. mortgage impact] – Emerging Verticals up low-double-digits • International up mid-teens (as reported) • Consumer Interactive up low-single-digits Note: For additional information, refer to the “Non-GAAP Financial Information” section on slide 2.


 
© 2021 Trans Union LLC All Rights Reserved | 19 • Delivered strong Q1 results • Increased FY 2021 guidance based on significantly stronger macro trends • Leveraging differentiated portfolio and market positions to continue to drive best-in-class growth


 
© 2021 Trans Union LLC All Rights Reserved | 20 Q&A