ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of TransUnion’s financial condition and results of operations is provided as a supplement to, and should be read in conjunction with Part I, Item 1A, “Risk Factors,” and Part II, Item 8, “Financial Statements and Supplementary Information,” including TransUnion’s audited consolidated financial statements and the accompanying notes. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in “Cautionary Notice Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors.”
References in this discussion and analysis to the “Company,” “we,” “us,” and “our” refer to TransUnion and its direct and indirect subsidiaries, including TransUnion Intermediate Holdings, Inc. and Trans Union LLC.
Overview
TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
We have built robust data and analytics assets for a large portion of the adult population in the markets we serve. We use our OneTru solution enablement platform to centralize data management, identity resolution, AI-powered analytics, enabling more persistent identity resolution with sharper, more contextualized insights. We use these insights, combined with our industry expertise, to develop relevant solutions to solve customers’ needs, including credit risk, marketing and fraud mitigation. Because of our work, customers can better understand consumers in order to make more informed decisions, earn consumer trust through personalized experiences, and extend the appropriate opportunities, tools and offers. In turn, we believe consumers can be confident that their data identities will result in better offers and opportunities.
Our solutions enable businesses to manage and measure credit risk, market to new and existing customers, verify consumer identities, and mitigate fraud. We have deep domain expertise across a number of attractive industries, which we also refer to as verticals, including Financial Services and Emerging Verticals, which includes Insurance, Technology, Retail and E-Commerce, Telecommunications, Media , Tenant & Employment Screening, Collections, and Publi c Sector. In addition, consumers use our solutions to view their credit profiles, access analytical tools that help them understand and manage their personal financial information, and take precautions against identity theft. We have a global presence in over 30 countries and territories across North America, Latin America, Europe, Africa, India and Asia Pacific.
Our addressable market includes the global data and analytics market, which continues to grow as companies increasingly recognize the benefits of data and analytics-based decision making, and as consumers recognize the important role that their data identities play in their ability to procure goods and services and prevent fraud. There are several underlying trends supporting this market growth, including the proliferation of data, advances in technology such as AI that enable data to be processed more quickly and efficiently to provide business insights, and growing demand for these business insights across industries and geographies. We have grown our business by expanding the breadth and depth of our data, strengthening our analytics capabilities, expanding into complementary vertical markets, deepening our solution suites in areas such as fraud mitigation and marketing, building out our geographic portfolio, investing in technology infrastructure, and enhancing our global operating model. As a result, we believe we are well positioned to expand our share within the markets we currently serve.
Segments
We manage our business and report our financial results in two reportable segments: U.S. Markets and International, which reflects the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker (“CODM”) assesses the Company’s performance. See Part II, Item 8 “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 18, “Reportable Segments” for additional information about our operating segments.
U.S. Markets
The U.S. Markets segment provides data, analytics and actionable insights to businesses and consumers. Businesses use our services to acquire customers, assess consumers’ ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities, mitigate fraud risk and respond to data breach events. Consumers use our services to manage their personal finances and take precautions against identity theft.
Table of Contents
International
The International segment provides services similar to our U.S. Markets segment to businesses in select regions outside the United States. Depending on the maturity of the credit economy in each country, services may include credit reports, analytics and technology solutions services and other value-added risk management services. In addition, we have insurance, business and automotive databases in select geographies. These services are offered to customers in a number of industries including financial services, automotive, collections, public sector, gaming and communications, and are delivered through both direct and indirect channels. The International segment also provides consumer services similar to those offered by our Consumer Interactive vertical in our U.S. Markets segment that help consumers proactively manage their personal finances and take precautions against identity theft.
Corporate
Corporate provides support services for each of the segments, holds investments, and conducts enterprise functions. Certain costs incurred in Corporate that are not directly attributable to either of the segments remain in Corporate. These costs are typically enterprise-level costs and are primarily administrative in nature.
Factors Affecting Our Results of Operations
The following are certain key factors that affect, or have recently affected, our results of operations:
Macroeconomic and Industry Trend s
Our revenues and results of operations have been and can be significantly influenced by general macroeconomic conditions, including but not limited to, interest rates, inflation, tariffs, housing demand, the availability of credit and capital, employment levels, consumer confidence and the risk of recession.
Following three interest rate cuts in 2024 totaling 100 basis points, the U.S. Federal Reserve (the “Fed”) paused further rate cuts in the first half of 2025, in response to uncertainty around the new U.S. administration’s economic and trade policies and their potential impact on inflation, employment, and consumer spending. Continued growth in consumer spending and real wages through the first half of 2025 supported this interest rate pause, but by the third quarter, a weakening employment situation, in particular a material slowing of hiring by businesses, as well as continued easing of inflation, led the Fed to resume rate cuts with a 25 basis point drop in September 2025 followed by two additional rate cuts totaling 50 basis points in the fourth quarter. Further rate cuts could spur renewed consumer confidence to borrow as well as increased demand for rate-sensitive lending products, in particular mortgage loans.
Macro-economic conditions in the U.K. and Canada continue to show signs of improvement, driven by falling inflation and moderate growth in other economic indicators. Regulatory actions in India have slowed credit expansion while GDP growth remained robust in the first three quarters of 2025 but slowed in the fourth quarter as a result of high U.S. tariffs. Foreign central banks have also begun to lower rates, which we expect will increase demand for rate-sensitive lending products.
In April 2025, the U.S. announced a minimum 10% import duty on all trading partners and higher rates on several large trading partners, with exemptions for certain industries and products. These announcements led to increased market volatility and uncertainty. If policies that significantly increase tariff rates are maintained, there is potential for the U.S. and global economic growth to slow, with increased probability for recession and increased inflation across many of the markets where we operate. With trade negotiations and legal challenges ongoing, the final timing and amount of tariff rates remains uncertain and therefore the impact is difficult to forecast, though it is likely that the final outcome of trade negotiations with many U.S. trading partners will result in higher tariff rates. Despite the early implementation of higher tariffs having a lower-than-expected impact on U.S. inflation rates in 2025, market uncertainty is putting pressure on the global macroeconomic environment. The uncertainty of tariff policy, price increases and stock market volatility has dampened, and may continue to suppress, consumer sentiment.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes potentially significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented periodically through 2027. The impacts of the OBBBA are reflected in our results for the year ended December 31, 2025 resulting in an increase in our provision for income taxes due to foreign inclusions and a decrease in our income taxes paid in 2025.
The factors described above impact the comparability of our results of operations, including our revenue and expense, between the periods presented below. Ongoing uncertainty and the unpredictable nature of the macroeconomic environment could have a material adverse impact on various aspects of our business in the future, including our stock price, results of operations, financial condition and the carrying value of our long-lived assets, such as goodwill and intangible assets.
Table of Contents
Effects of Inflation
We believe that elevated levels of inflation have had, and will continue to have, a negative impact on our business and results of operations, including decreased demand for our services. In response to significant reduction in inflation levels from peak levels in 2022 and 2023, the Fed and several international central banks began lowering interest rates in 2024 and 2025, and have indicated that further interest rate reductions in the future are possible. Meanwhile, rates that remain elevated relative to historic levels may result in depressed consumer spending on non-essential goods and services, and consequently lower demand for credit, which could have a material adverse impact on various aspects of our business in the future.
Developments that Impact Comparability Between Periods
The following developments impact the comparability of our balance sheets, results of operations and cash flows between years:
Transformation Plan
On November 12, 2023, our Board approved a transformation plan to optimize our operating model and continue to advance our technology. When we announced the transformation plan, we expected to recognize one-time pre-tax expenses of $355.0 to $375.0 million from the fourth quarter of 2023 through the end of 2025. We incurred a total of $373.4 million in pre-tax expenses from the two initiatives discussed below in connection with the transformation plan, consistent with our overall expectations.
The operating model optimization program transitioned certain job responsibilities to our GCCs and reduced our facility footprint. We expected to incur total one-time pre-tax expenses of $205.0 to $215.0 million for employee separation expenses, facility exit expenses and other business optimization expenses. We incurred cumulative expenses of $204.7 million associated with this initiative.
The incremental investment to advance our technology, which was the final phase of our accelerated technology investment, fundamentally transformed our technology infrastructure through the implementation of a global cloud-based approach to streamline product development, increase efficiency of ongoing operations and maintenance, enable a continuous improvement approach, and provide a single global platform for fulfillment of our product lines. We expected to incur one-time pre-tax expenses of $150.0 to $160.0 million associated with this initiative. We incurred cumulative expenses of $168.7 million associated with this initiative, slightly above our estimate but within the expected range for the overall transformation plan.
We expected to generate annual savings of $120.0 to $140.0 million upon completion of the transformation plan in 2025. During the year ended December 31, 2025, we realized annualized savings of approximately $130.0 million from the transformation plan. We incurred capital expenditures of 7.1% of revenue, below our prior expectations of 8% for 2025. We continue to expect to reduce our capital expenditures to approximately 6% in 2026.
As of December 31, 2025, we have accrued liabilities remaining for the payment of employee separation costs of $10.7 million in connection with our operating model optimization program. We expect payment of these liabilities to occur in 2026.
See Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 10, “Restructuring” for additional information about our restructuring expenses and “Results of Operations – Non-GAAP Measures” for additional details of the composition of these expenses.
Monevo Acquisition
On April 1, 2025, we gained control of Monevo by acquiring the remaining 70% of its outstanding equity, of which we previously owned 30%. We accounted for the transaction as a step acquisition in accordance with ASC Topic 805, Business Combinations . Accordingly, we remeasured our initial 30% investment, including the call option, at a fair value of $60.8 million, resulting in a non-taxable gain of $12.3 million recorded within other income and (expense), net in the Consolidated Statements of Operations. Monevo’s results of operations subsequent to the acquisition date, which are not material, are reflected in both the U.S. Markets and International segments for the year ended December 31, 2025, and affect the comparability of results to the prior year. See Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements, Note 2, “Business Acquisition,” for further information about this transaction.
Legal Matters
On February 28, 2025, the CFPB, Trans Union LLC, TransUnion Interactive, Inc. and Mr. Danaher, the former President of Consumer Interactive, filed a joint stipulation with the Court to voluntarily dismiss the lawsuit related to the 2017 Consent Order with prejudice, and the Court dismissed the lawsuit on March 21, 2025. During the first quarter of 2025, we adjusted the $56.0 million previously accrued for this matter to zero, as the loss was no longer probable. See Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 20, “Contingencies” for additional information about this matter.
Table of Contents
Share Repurchase Plan
On February 11, 2025, our Board authorized the 2025 Repurchase Plan. On October 22, 2025, the Board approved an increase to the 2025 Repurchase Plan authorization to $1.0 billion (including amounts repurchased as of such date under the original 2025 Repurchase Plan). Repurchases may be made from time to time at management’s discretion at prices management considers to be attractive through open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, hybrid open market repurchases or an accelerated share repurchase transaction, subject to availability. Open market purchases are conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act and other applicable legal requirements. We have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Repurchase Plan does not have an expiration date.
Repurchased shares are retired, resulting in a reduction to common stock at par with the remainder to additional paid-in capital. Once repurchased, the shares are returned to the status of authorized but unissued shares of the Company and reduce the weighted average number of shares of common stock outstanding for purposes of calculating basic and diluted earnings per share. During the year ended December 31, 2025, the Company repurchased approximately 3,577,000 shares of common stock, respectively, for a total of $302.0 million, including commissions and excise taxes, under the 2025 Repurchase Plan. The average price paid per share for the year ended December 31, 2025 was $84.45. As of December 31, 2025, $700.1 million remains available for repurchases under the 2025 Repurchase Plan.
Debt
During the second quarter of 2025, we entered into a third-party financing arrangement to purchase certain long-lived assets that will be repaid over 5 years.
On December 12, 2024, we executed Amendment No. 24 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-9 with an aggregate principal amount of $1.9 billion , the proceeds of which were used to repay in full Senior Secured Term Loan B-7. In addition, we increased the principal on Senior Secured Term Loan B-8 by $425.0 million and used the increase in proceeds to repay a portion of Senior Secured Term Loan B-5. In connection with this refinancing, we incurred related financing fees and expenses.
On June 24, 2024, we executed Amendment No. 23 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-8 with an aggregate principal amount of $1.5 billion, the proceeds of which were used to repay a portion of Senior Secured Term Loan B-5. In connection with this refinancing, we incurred related financing fees and expenses.
On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses.
On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million.
In 2025, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of $1,238.1 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.2893% and 3.6920% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
In 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,082.8 million that amortizes each quarter beginning the first quarter 2025. The swaps require us to pay fixed rates varying between 3.0650% and 3.9925% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
Table of Contents
During 2025, we did not make any debt prepayments. During 2024, we prepaid $150.0 million of our Senior Secured Term Loan B-5, funded from cash-on-hand, and expensed $0.3 million of unamortized original issue discounts and deferred financing fees to other income and (expense), net in the Consolidated Statements of Operations. During 2023, we prepaid $250.0 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand, and expensed $3.4 million of the unamortized original issue discount and deferred fees to other income and (expense), net in the Consolidated Statements of Operations. These transactions affect the comparability of interest expense between years, as further discussed in “Results of Operations – Non-Operating Income and (Expense) – Interest Expense” below.
Goodwill Impairment
During 2023, we identified a triggering event requiring an interim impairment assessment for our United Kingdom reporting unit, which resulted in a goodwill impairment of $414.0 million , as discussed in Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 5, “Goodwill.”
Key Components of Our Results of Operations
Revenue
We report revenue for our two reportable segments, U.S. Markets and International. Within the U.S. Markets segment, we report and disaggregate revenue by vertical, which consists of our Financial Services, Emerging and Consumer Interactive verticals. Within the International segment, we disaggregate revenue by regions, which consists of Canada, Latin America, the United Kingdom, Africa, India and Asia Pacific.
Cost of Services
Costs of services includes data acquisition and royalty fees, personnel costs related to our databases and software applications, consumer and call center support costs, hardware and software maintenance costs, telecommunication expenses and data center costs.
Selling, General and Administrative
Selling, general and administrative includes personnel-related costs for sales, administrative and management employees, costs for professional and consulting services, advertising and facilities expenses.
Goodwill Impairment
Goodwill impairment relates to the impairment of our United Kingdom reporting unit, as discussed above.
Restructuring
Restructuring relates to the operating model optimization program announced in November 2023.
Non-Operating Income and Expense
Non-operating income and expense includes interest expense, interest income, earnings from equity-method investments, dividends from Cost Method Investments, fair-value adjustments of equity method and Cost Method Investments, if any, expenses related to successful and unsuccessful business acquisitions, loan fees, debt refinancing expenses, certain acquisition-related gains and losses and other non-operating income and expenses.
Table of Contents
Results of Operations—Years Ended December 31, 2025, 2024 and 2023
(Tabular amounts in millions, except per share amounts)
For the years ended December 31, 2025, 2024 and 2023, our results of operations were as follows:
Years Ended
Change
December 31,
Revenue
Operating expenses
Cost of services (exclusive of depreciation and amortization below)
Selling, general and administrative
Depreciation and amortization
Goodwill impairment
Restructuring
Total operating expenses
Operating income
Non-operating income and (expense)
Interest expense
Interest income
Earnings from equity method investments
Other income and (expense), net
Total non-operating income and (expense)
Income (loss) from continuing operations before income taxes
Provision for income taxes
Income (loss) from continuing operations
Discontinued operations, net of tax
Net income (loss)
Less: net income attributable to noncontrolling interests
Net income (loss) attributable to TransUnion
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Revenue
For 2025, revenue increased $392.6 million, or 9.4%, compared with 2024, due primarily to growth in both segments, partially offset by a decrease of 0.1% due to the impact of foreign currencies, as further discussed in the Segment Results of Operations section below.
For 2024, revenue increased $352.6 million, or 9.2% , compared with 2023, due primarily to growth in both segments, partially offset by a decrease of 0.1% due to the impact of foreign currencies, as further discussed in the Segment Results of Operations section below.
Table of Contents
Operating Expenses
Cost of services
For 2025, cost of services increased $198.8 million compared with 2024. The increase was due primarily to:
• an increase of approximately $118.0 million in product and fulfillment costs due primarily to an increase in certain product cost pricing in our U.S. Markets segment and an increase in volume in both segments, partially offset by a decrease in variable postage costs related to breach remediation revenue in 2024 in our U.S Markets segment;
• an increase of approximately $48.0 million in technology and communications costs, including increased cloud-computing costs and costs for our accelerated technology investment; and
• a net increase of approximately $22.0 million in labor-related costs, due primarily to an increase in employee benefits and incentive compensation.
For 2024, cost of services increased $155.9 million compared with 2023 . The increase was due primarily to:
• an increase of approximately $138.0 million in product and fulfillment costs resulting from an increase in certain product cost pricing primarily in our U.S. Markets segment, an increase in variable postage related to an increase in breach remediation business in our U.S. Markets segment and an increase in volume in both segments;
• a net increase of approximately $10.0 million in labor-related costs, due primarily to an increase in annual incentive and stock-based compensation, partially offset by the realization of benefits from our operating model transformation plan;
• an increase of approximately $9.0 million in technology and communications costs, including costs for our accelerated technology investment; and
• an increase of approximately $9.0 million from costs related to our operating model optimization program,
partially offset by:
• a decrease of approximately $15.0 million in integration costs of our business acquisitions, an initiative that was completed in 2023.
Selling, general and administrative
For 2025, selling, general and administrative expenses increased $25.7 million compared with 2024. The increase was due primarily to:
• a net increase of approximately $69.0 million in labor-related costs including salaries, stock-based compensation and commissions benefits;
• an increase of approximately $9.0 million in marketing and advertising costs; and
• an increase of approximately $4.0 million in technology and communications costs, including our accelerated technology investment,
partially offset by:
• a decrease of $56.0 million in legal and regulatory expenses, related to the reduction of an accrued liability for a lawsuit that was dismissed in the first quarter of 2025, as further discussed in Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 20, “Contingencies.”
For 2024, selling, general and administrative expenses increased $67.7 million compared with 2023 . The increase was due primarily to:
• a net increase of approximately $27.0 million in labor-related costs, including annual incentive compensation, stock-based incentive compensation and employee benefits;
• an increase of approximately $18.0 million in technology and communications costs, including our accelerated technology investment;
• an increase of approximately $16.0 million in certain legal and regulatory expenses, primarily in our U.S. Markets segment; and
• an increase of approximately $16.0 million from costs related to our operating model optimization program,
partially offset by:
• a decrease of approximately $7.0 million in integration costs of our business acquisitions, an initiative that was completed in 2023.
Table of Contents
Depreciation and amortization
For 2025, depreciation and amortization increased $37.0 million compared with 2024 due primarily to the increase in capital expenditures related to our accelerated technology investment initiative over the past three years and incremental intangible asset amortization from our recent acquisition.
For 2024, depreciation and amortization increased $13.3 million compared with 2023 due primarily to the increase in capital expenditures related to our accelerated technology investment initiative over the prior two years.
Goodwill impairment
For 2023 , we recorded a partial goodwill impairment of $414.0 million related to our United Kingdom reporting unit. See Part II, Item 8, “ Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 5 , “Goodwill,” for additional information.
Restructuring
Restructuring expenses relate to our operating model optimization program. These expenses included $6.8 million, $24.7 million and $71.9 million of employee separation expenses for 2025, 2024, and 2023, respectively. Facility exit costs of $42.1 million, including a loss on early termination of a facility lease, and $3.4 million were included in restructuring expenses for 2024 and 2023, respectively.
See Part II, Item 8, “ Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 10 , “Restructuring,” for additional information.
Non-Operating Income and (Expense)
Interest expense
For 2025, interest expense decreased $29.4 million compared with 2024. The decrease in 2025 was due to lower average interest rates resulting from refinancing transactions in 2024 and rate cuts in 2025 and 2024 and a decrease in the outstanding principal balance due to higher debt prepayments in 2024, partially offset by the replacement of our hedges.
For 2024, interest expense decreased $23.0 million compared with 2023. The decrease in 2024 was due primarily to a decrease in outstanding principal balance due to the prepayments and refinancing transactions made in 2023 and 2024, partially offset by an increase in the average periodic variable rate on the unhedged portion of our debt.
Approximately 75.5% and 71.6% of our debt is hedged with interest rate swaps as of December 31, 2025 and 2024, respectively.
Interest income
The increase in interest income each period was due primarily to an increase in our average investment balances.
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
Change
Years Ended December 31,
Other income and (expense), net:
Acquisition fees
Debt-related expenses
Other income (expense), net
Total other income and (expense), net
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Acquisition fees
Acquisition fees represent costs we have incurred for various acquisition-related efforts, for both executed and exploratory transactions, and include costs related to our acquisition of Monevo and costs related to our pending acquisitions of the mobile division of RealNetworks and Trans Union de Mexico.
Table of Contents
Debt-related expenses
See Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 12, “Debt,” for additional information about our debt.
For 2025, debt-related expenses included $1.9 million of other deferred financing expenses.
For 2024, debt-related expenses included $17.8 million of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancings and $2.4 million of other debt financing expenses.
For 2023, debt-related expenses included $9.3 million of unamortized original issue discount, deferred financing fees, and other related fees expensed as a result of our debt prepayments and refinancing of our Senior Secured Term Loan A-3, and $2.2 million of other debt financing expenses.
Other income (expense), net
Years Ended December 31,
Loss from post-acquisition adjustments from previous acquisitions
Fair value and impairment adjustments
Transition services agreement income
Currency remeasurement losses, net
Miscellaneous non-operating income
Total other income (expense), net
Loss from post-acquisition adjustments relate to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period. Fair value and impairment adjustments primarily relate to investments in affiliated companies and any related call and put options, notes receivable, mark-to-market adjustments on acquisition-related foreign currency forward contracts, and the gain on our acquisition of Monevo in 2025 as further discussed in Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 2, “Business Acquisition.” Transition services agreement income relates to the support services that we provided to the purchaser of our healthcare business in 2023. Currency remeasurement losses, net consist of realized foreign currency gains and losses for transactions in currencies other than the functional currency of the corresponding consolidated entity that were settled during the period. Miscellaneous non-operating income includes dividends received from our Cost Method Investments and other miscellaneous non-operating income and expense.
Provision for Income Taxes
Our effective tax rates were 26.9%, 24.6% and (30.8)% for 2025, 2024 and 2023 respectively. The effective tax rate was higher in 2025 compared to 2024 due primarily to the full year impact of a legal entity restructuring executed during the fourth quarter of 2024 to support the expansion of our global footprint and align with emerging global minimum tax requirements under the Organization for Economic Cooperation and Development (“OECD”) Pillar Two framework, which increased our taxes in certain foreign jurisdictions. The effective tax rate was higher in 2024 compared to 2023 due primarily to the impact of non-deductible goodwill impairments causing a loss for income before taxes in 2023.
The OECD introduced the Pillar Two framework establishing a global minimum tax rate of 15% which has been adopted by numerous jurisdictions in 2024 and 2025. In January 2026, the OECD introduced the “side-by-side” framework, expected to apply for fiscal years beginning on or after January 1, 2026, which is designed to reduce certain foreign top-up tax rules for eligible U.S.-parented groups. We will continue to monitor developments and evaluate any potential impacts on our results.
Table of Contents
Segment Results of Operations—Years Ended December 31, 2025, 2024 and 2023
Management, including our CODM, evaluates the financial performance of our businesses based on revenue and segment Adjusted EBITDA. For the years ended December 31, 2025, 2024 and 2023, our segment revenue, Adjusted EBITDA and Adjusted EBITDA margin were as follows:
Change
Years Ended December 31,
Revenue:
U.S. Markets gross revenue
Financial Services
Emerging Verticals
Consumer Interactive
U.S. Markets gross revenue
International gross revenue
Canada
Latin America
Africa
India
Asia Pacific
International gross revenue
Total gross revenue
Intersegment revenue eliminations
Total revenue as reported
Adjusted EBITDA:
U.S. Markets
International
Adjusted EBITDA margin:
U.S. Markets
International
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
We define Adjusted EBITDA margin for our segments as the segment Adjusted EBITDA divided by segment gross revenue.
U.S. Markets Segment
Revenue
For 2025, U.S. Markets revenue increased $340.8 million, or 10.5%, compared with the same period in 2024. Revenue from Financial Services and Emerging Verticals increased $250.8 million, $103.4 million, respectively, partially offset by a decrease of $13.3 million in the Consumer Interactive vertical as further discussed below.
For 2024 , U.S. Markets revenue increased $245.1 million , or 8.2%, compared with the same period in 2023 , due to growth in all verticals. Revenue from Financial Services, Emerging Verticals, and Consumer Interactive increased $188.9 million, $47.3 million, and $9.0 million, respectively, as further discussed below.
Financial Services: For 2025, Financial Services revenue increased $250.8 million, or 17.5%, compared to 2024. The Mortgage line of business grew due primarily to increased pricing. Our other lines of business also grew due
Table of Contents
primarily to price and volume increases in our Auto line of business, and volume increases and new wins in our Consumer Lending and Card & Banking lines of business.
For 2024, Financial Services revenue increased $188.9 million, or 15.2%, compared with 2023. A majority of the growth in Financial Services came from our Mortgage line of business, due primarily to increases in price and batch activity. Our other lines of business also grew due primarily to an increase in batch activity and price increases in our Auto line of business, partially offset by a decrease in volumes.
Emerging Verticals: For 2025, Emerging Verticals revenue increased $103.4 million, or 8.5%, compared with 2024 , due primarily to increases in Insurance and most other verticals from volume increases across online and batch services, new business wins and pricing increases.
For 2024, Emerging Verticals revenue increased $47.3 million, or 4.0%, compared to 2023, due primarily to increases in the Insurance and the Technology, Retail and E-Commerce verticals from new business wins and an increase in volumes.
Consumer Interactive: For 2025, Consumer Interactive revenue decreased $13.3 million, or 2.3%, compared with 2024 , due to large breach revenue in 2024, partially offset by volume growth and revenue from our acquisition of Monevo .
For 2024, Consumer Interactive revenue increased $9.0 million, or 1.5%, compared with 2023, due primarily to an increase in breach remediation revenue, partially offset by a decrease in our Direct channel from slowing demand for paid credit products.
Adjusted EBITDA
For 2025, Adjusted EBITDA increased $123.8 million due primarily to an increase in revenue, partially offset by higher variable product and fulfillment costs and other operating costs. Adjusted EBITDA margins decreased 0.2% due primarily to product and fulfillment costs outpacing revenue growth in the mix of revenues and higher cloud-computing and other technology costs .
For 2024, Adjusted EBITDA increased $113.8 million due primarily to an increase in revenue and a decrease in labor costs from our operating model optimization program, partially offset by higher variable product and fulfillment costs, an increase in annual incentive compensation, and an increase in litigation expenses. Adjusted EBITDA margin increased 0.7% due primarily to high-margin revenue growth and realization of cost savings from the transformation plan.
International Segment
Revenue
For 2025, International revenue increased $52.5 million, or 5.5%, compared with 2024. The increase was due primarily to higher local currency revenue in all regions except for Asia Pacific, driven by increased volumes from improving economic conditions in most regions and new product initiatives. The acquisition of Monevo contributed 1.5% of the increase. This was partially offset by a decrease of 0.7% from the impact of foreign currencies.
For 2024, International revenue increased $108.1 million, or 12.7%, compared with 2023. The increase was due primarily to higher local currency revenue in all regions, driven by increased volumes from improving economic conditions and new product initiatives, partially offset by a decrease of 0.3% from the impact of foreign currencies.
Canada : For 2025 , Canada revenue increased $12.6 million, or 8.2%, compared with 2024. The increase was due primarily to higher local currency revenue from broad-based volume increases, new business wins and product launches, and increased breach services, partially offset by a decrease of 2.2% from the impact of foreign currencies.
For 2024, Canada revenue increased $13.9 million, or 9.9%, compared with 2023. The increase was due primarily to higher local currency revenue from broad-based volume increases, new business wins, and increased batch and breach remediation services, partially offset by a decrease of 1.6% from the impact of foreign currencies.
Latin America: For 2025, Latin America revenue increased slightly compared with 2024. Local currency revenue increased, compared with 2024, primarily due to higher batch services across several of our regions, new business wins and volume increases partially offset by a decrease of 1.4% from the impact of foreign currencies.
For 2024, Latin America revenue increased $12.9 million, or 10.6%, compared with 2023. The increase was due primarily to higher local currency revenue from broad-based growth across several of our markets, partially offset by a decrease of 1.4% from the impact of foreign currencies.
Table of Contents
United Kingdom: For 2025, United Kingdom revenue increased $41.9 million, or 18.4%, compared with 2024. The increase was due primarily to an increase of 6.3% from revenue of our acquisition of Monevo, volume increases and new business wins, and an increase of 3.6% from the impact of foreign currencies.
For 2024, United Kingdom revenue increased $11.1 million, or 5.1%, compared with 2023. The increase was due primarily to volume and batch increases and an increase of 2.6% from the impact of foreign currencies, partially offset by the impact of a drop in volume from a one-time contract in the prior year.
Africa: For 2025, Africa revenue increased $7.7 million, or 11.7%, compared to 2024. The increase was due primarily to new business wins as well as volume growth in emerging countries and emerging verticals, and an increase of 2.4% from the impact of foreign currencies.
For 2024, Africa revenue increased $5.8 million, or 9.5%, compared to 2023. The increase was due primarily to meaningful new business wins and contract renewals as well as volume growth in emerging countries and emerging verticals, partially offset by a decrease of 0.3% from the impact of foreign currencies.
India: For 2025, India revenue decreased $5.2 million, or 1.9%, compared to 2024. Local currency revenue increased, compared with 2024, due primarily to new business wins and higher commercial volumes, partially offset by a decrease of 4.0% from the impact of foreign currencies.
For 2024, India revenue increased $50.6 million, or 23.1%, compared to 2023. The increase was due primarily to higher local currency revenue from strong, broad-based growth across all aspects of the business, including online, batch, consumer and commercial volumes, partially offset by a decrease of 1.6% from the impact of foreign currencies.
Asia Pacific : For 2025, Asia Pacific revenue decreased $5.2 million, or 4.9%, compared to 2024. The decrease was due primarily to prior year one-time contracts and current year price decreases, partially offset by strong growth in volumes in the Philippines. The impact of foreign currencies resulted in a decrease of 0.1% .
For 2024, Asia Pacific revenue increased $13.9 million, or 15.1%, compared to 2023. The increase was due primarily to strong growth in the Philippines across key banking clients, along with growth in Hong Kong from our FinTech and other clients, partially offset by one-time batch jobs in prior year and a decrease of 0.7% from the impact of foreign currencies
Adjusted EBITDA
For 2025, Adjusted EBITDA increased $15.0 million due primarily to increased revenue in most regions as discussed above, partially offset by an increase in expenses due to the increase in revenue. Adjusted EBITDA margins decreased 0.8% due primarily to a shift in the mix of revenues .
For 2024, Adjusted EBITDA increased $58.0 million due primarily to increased revenue in India and other regions as discussed above, partially offset by an increase in annual incentive compensation. Adjusted EBITDA margins increased 1.2% due primarily to a shift in the mix of revenue in our larger regions.
Table of Contents
Non-GAAP Measures—Years Ended December 31, 2025, 2024 and 2023
In addition to the financial measures in conformity with generally accepted accounting principles (“GAAP”) discussed above, management, including our CODM, evaluates the financial performance of our businesses based on the non-GAAP measures Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio.
Non-GAAP Financial Measures
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes, Adjusted Effective Tax Rate and Leverage Ratio for all periods presented. These are important financial measures for the Company but are not financial measures as defined by GAAP. These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income (loss) attributable to the Company, diluted earnings per share or cash provided by operating activities. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented in the tables below.
We present Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings per Share, Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate as supplemental measures of our operating performance because these measures eliminate the impact of certain items that we do not consider indicative of our cash operations and ongoing operating performance. These are measures frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies similar to ours.
Our Board and executive management team use Adjusted EBITDA as an incentive compensation measure for most eligible employees and Adjusted Diluted Earnings per Share as an incentive compensation measure for certain of our senior executives.
Under the credit agreement governing our Senior Secured Credit Facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to our Leverage Ratio which is partially based on Adjusted EBITDA. Investors also use our Leverage Ratio to assess our ability to service our debt and make other capital allocation decisions.
Consolidated Adjusted EBITDA
Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:
• Discontinued operations, net of tax, as reported on our Consolidated Statements of Operations. We exclude discontinued operations, net of tax because we believe it does not reflect the underlying and ongoing performance of our business operations.
• Net interest expense is the sum of interest expense and interest income as reported on our Consolidated Statements of Operations.
• Provision for income taxes, as reported on our Consolidated Statements of Operations.
• Depreciation and amortization, as reported on our Consolidated Statements of Operations.
• Stock-based compensation is used as an incentive to engage and retain our employees. It is predominantly a non-cash expense. We exclude stock-based compensation because it may not correlate to the underlying performance of our business operations during the period since it is measured at the grant date fair value and it is subject to variability as a result of performance conditions and timing of grants. These expenses are reported within cost of services and selling, general and administrative on our Consolidated Statements of Operations.
• Goodwill impairment, as reported on our Consolidated Statements of Operations. We exclude goodwill impairment because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations during that period and such expense can vary significantly between periods.
Table of Contents
• Mergers and acquisitions, divestitures and business optimization expenses are non-recurring expenses associated with specific transactions (exploratory or executed) and consist of (i) transaction and integration costs, (ii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period, (iii) fair value and impairment adjustments related to investments and related call and put options, notes receivable, gains or losses on a step acquisition and mark-to-market adjustments on acquisition-related foreign currency forward contracts, (iv) transition services agreement income, and (v) a loss on disposal of a business. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary depending upon the timing of such transactions. These expenses are reported in costs of services, selling, general and administrative and other income and (expenses), net, on our Consolidated Statements of Operations.
• Accelerated technology investment includes Project Rise and the final phase of our technology investment announced in November 2023. Project Rise was announced in February 2020 and was originally expected to be completed in 2022. Following our acquisition of Neustar in December 2021, we recognized the opportunity to take advantage of Neustar’s capabilities to enhance and complement our cloud-based technology already under development as part of Project Rise. As a result, we extended Project Rise’s timeline to 2024. In November 2023, we announced our plans to further leverage Neustar’s technology to standardize and streamline our product delivery platforms and to build a single global platform for fulfillment of our product lines. This represents the final phase of the technology investment in our global technology infrastructure and core customer applications. The accelerated technology investment fundamentally transformed our technology infrastructure by impleme nting a global cloud-based approach to streamline product development, increase the efficiency of ongoing operations and maintenance and enable a continuous improvement approach to avoid the need for another major technology overhaul in the foreseeable future. The unique effort to build a secure, reliable and performant hybrid cloud infrastructure required us to dedicate separate resources in order to develop the new cloud-based infrastructure in parallel with our current on-premise environment by maintaining our existing technology team to ensure no to our customers. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur now that the program has been completed and are not representative of our underlying operating performance. Therefore, we believe that excluding these costs through the end of the program in 2025 from our non-GAAP measures provides a reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.
• Operating model optimization program represents employee separation costs, facility lease exit costs, and other business process optimization expenses incurred in connection with the transformation plan discussed further in “Results of Operations – Factors Affecting Our Results of Operations.” We excluded these expenses through the end of the program in 2025 as we believe they are not directly correlated to the underlying performance of our business. Further, these costs will vary and may not be comparable during the transformation initiative as we progress toward an optimized operating model. These costs are reported primarily in restructuring and selling, general and administrative on our Consolidated Statements of Operations.
• Net other adjustments principally relate to: (i) deferred loan fee expense from debt prepayments and refinancing, (ii) other debt financing expenses consisting primarily of revolving credit facility deferred financing fee amortization and commitment fees and expenses associated with ratings agencies and interest rate hedging, (iii) currency remeasurement on foreign operations, (iv) legal and regulatory expenses, net, and (v) other non-operating (income) expense. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business and create variability between periods based on the nature and timing of the expense or income. These costs are reported in selling, general and administrative and in non-operating income and expense, net as applicable based on their nature on our Consolidated Statements of Operations.
Table of Contents
Consolidated Adjusted EBITDA Margin
Management defines Consolidated Adjusted EBITDA Margin as Consolidated Adjusted EBITDA divided by total revenue as reported.
Adjusted Net Income
Management has excluded the following items from net income (loss) attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:
• Discontinued operations, net of tax (see Consolidated Adjusted EBITDA above)
• Amortization of certain intangible assets presents non-cash amortization expenses related to assets that arose from our 2012 change in control transaction and business combinations occurring after our 2012 change in control. We exclude these expenses as we believe they are not directly correlated to the underlying performance of our business operations and vary dependent upon the timing of the transactions that give rise to these assets. Amortization of intangible assets is included in depreciation and amortization on our Consolidated Statements of Operations.
• Stock-based compensation (see Consolidated Adjusted EBITDA above)
• Goodwill impairment (see Consolidated Adjusted EBITDA above)
• Mergers and acquisitions, divestiture and business optimization (see Consolidated Adjusted EBITDA above)
• Accelerated technology investment (see Consolidated Adjusted EBITDA above)
• Operating model optimization program (see Consolidated Adjusted EBITDA above)
• Net other is consistent with the definition in Consolidated Adjusted EBITDA above except that other debt financing expenses and certain other miscellaneous income and expense that are included in the adjustment to calculate Adjusted EBITDA are excluded in the adjustment made to calculate Adjusted Net Income.
• Total adjustments for income taxes relates to the cumulative adjustments discussed below for Adjusted Provision for Income Taxes. This adjustment is made for the reasons indicated in Adjusted Provision for Income Taxes below. Adjustments related to the provision for income taxes are included in the line item by this name on our consolidated statement of operations.
Adjusted Diluted Earnings Per Share
Management defines Adjusted Diluted Earnings per Share as Adjusted Net Income divided by the weighted-average diluted shares outstanding.
Adjusted Provision for Income Taxes
Management has excluded the following items from our provision for income taxes for the periods presented:
• Tax effect of above adjustments represents the income tax effect of the adjustments related to Adjusted Net Income described above. The tax rate applied to each adjustment is based on the nature of each line item. We include the tax effect of the adjustments made to Adjusted Net Income to provide a comprehensive view of our adjusted net income.
• Excess tax (benefit) expense for stock-based compensation is the permanent difference between expenses recognized for book purposes and expenses recognized for tax purposes, in each case related to stock-based compensation expense. We exclude this amount from the Adjusted Provision for Income Taxes in order to be consistent with the exclusion of stock-based compensation from the calculation of Adjusted Net Income.
• Other principally relates to (i) deferred tax adjustments, including rate changes, (ii) infrequent or unusual valuation allowance adjustments, (iii) return to provision, tax authority audit adjustments, and reserves
Table of Contents
related to prior periods, and (iv) other non-recurring items. We exclude these items because they create variability that impacts comparability between periods.
Adjusted Effective Tax Rate
Management defines Adjusted Effective Tax Rate as Adjusted Provision for Income Taxes divided by adjusted income from continuing operations before income taxes. We calculate adjusted income from continuing operations before income taxes by excluding the pre-tax adjustments in the calculation of Adjusted Net Income discussed above and noncontrolling interest related to these pre-tax adjustments from income (loss) from continuing operations before income taxes.
Leverage Ratio
Management defines Leverage Ratio as net debt divided by Consolidated Adjusted EBITDA for the most recent twelve-month period including twelve months of Adjusted EBITDA from significant acquisitions. Net debt is defined as total debt less cash and cash equivalents as reported on the balance sheet as of the end of the period.
For the years ended December 31, 2025, 2024 and 2023, these non-GAAP measures were as follows:
Table of Contents
Adjusted EBITDA and Adjusted EBITDA Margin
Years Ended
Change
December 31,
Reconciliation of net income (loss) attributable to TransUnion to consolidated Adjusted EBITDA:
Net income (loss) attributable to TransUnion
Discontinued operations, net of tax
Income (loss) from continuing operations attributable to TransUnion
Net interest expense
Provision for income taxes
Depreciation and amortization
EBITDA
Adjustments to EBITDA:
Stock-based compensation
Goodwill impairment 1
Mergers and acquisitions, divestitures and business optimization 2
Accelerated technology investment 3
Operating model optimization program 4
Net other 5
Total adjustments to EBITDA
Consolidated Adjusted EBITDA
Net income (loss) attributable to TransUnion margin
Consolidated Adjusted EBITDA Margin 6
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1. During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Years Ended December 31,
Transaction and integration costs
Fair value and impairment adjustments
Post-acquisition adjustments
Transition services agreement income
Loss on business disposal
Total mergers and acquisitions, divestitures and business optimization
3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program
Table of Contents
enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
Years Ended December 31,
Foundational Capabilities
Migration Management
Program Enablement
Total accelerated technology investment
4. Operating model optimization consisted of the following adjustments:
Years Ended December 31,
Employee separation
Facility exit
Business process optimization
Total operating model optimization
5. Net other consisted of the following adjustments:
Years Ended December 31,
Deferred loan fee expense from debt prepayments and refinancings
Other debt financing expenses
Currency remeasurement on foreign operations
Legal and regulatory expenses, net
Other non-operating (income) and expense
Total other adjustments
6. Consolidated Adjusted EBITDA Margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
Consolidated Adjusted EBITDA
For 2025, Consolidated Adjusted EBITDA increased $139.6 million compared to 2024, due primarily to an increase in revenue and the realization of cost savings from the transformation plan, partially offset by higher product costs due to the growth in revenue compared to 2024.
Consolidated Adjusted EBITDA Margin was flat in 2025 due primarily to decreases in adjusted EBITDA margin in our segments as discussed above, partially offset by the realization of cost savings from the transformation plan.
For 2024 , Consolidated Adjusted EBITDA increased $162.6 million compared to 2023, due primarily to an increase in revenue and the realization of cost savings from the transformational plan, partially offset by higher product costs and higher incentive compensation compared to 2023.
Adjusted EBITDA Margin increased in 2024 due primarily to an increase in high margin revenue and realization of cost savings from the transformation plan.
Table of Contents
Adjusted Net Income and Adjusted Earnings Per Share
Years Ended
Change
December 31,
Reconciliation of net income (loss) attributable to TransUnion to Adjusted Net Income:
Net income (loss) attributable to TransUnion
Discontinued operations, net of tax
Income (loss) from continuing operations attributable to TransUnion
Pre-tax adjustments:
Amortization of certain intangible assets
Stock-based compensation
Goodwill impairment 1
Mergers and acquisitions, divestitures and business optimization 2
Accelerated technology investment 3
Operating model optimization program 4
Net other 5
Total adjustments before income tax items
Total adjustments for income taxes 6
Adjusted Net Income
Weighted-average shares outstanding:
Basic
Diluted
Adjusted Earnings per Share:
Basic
Diluted
nm: not meaningful
Table of Contents
Years Ended December 31,
Reconciliation of diluted earnings (loss) per share from net income (loss) attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:
Net income (loss) attributable to TransUnion
Discontinued operations, net of tax
Income (loss) from continuing operations attributable to TransUnion
Adjustments before income tax items:
Amortization of certain intangible assets
Stock-based compensation
Goodwill impairment 1
Mergers and acquisitions, divestitures and business optimization 2
Accelerated technology investment 3
Operating model optimization program 4
Net other 5
Total adjustments before income tax items
Total adjustments for income taxes 6
Impact of additional dilutive shares 7
Adjusted Diluted Earnings per Share
As a result of displaying amounts in millions, rounding differences may exist in the table above and footnotes below.
1. During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Years Ended December 31,
Transaction and integration costs
Fair value and impairment adjustments
Post-acquisition adjustments
Transition services agreement income
Loss on business disposal
Total mergers and acquisitions, divestitures and business optimization
3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform, including the redundant software costs during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
Years Ended December 31,
Foundational Capabilities
Migration Management
Program Enablement
Total accelerated technology investment
Table of Contents
4. Operating model optimization consisted of the following adjustments:
Years Ended December 31,
Employee separation
Facility exit
Business process optimization
Total operating model optimization
5. Net other consisted of the following adjustments:
Years Ended December 31,
Deferred loan fee expense from debt prepayments and refinancing
Currency remeasurement on foreign operations
Legal and regulatory expenses, net
Other non-operating (income) and expense
Total other adjustments
6. Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.
7. Diluted share counts for Adjusted Diluted Earnings per Share includes an additional 1.3 million of dilutive securities for the year ended December 31, 2023, which are not included in GAAP diluted weighted-average shares outstanding due to the Company’s net loss position for the year ended December 31, 2023.
Adjusted Net Income
For 2025 , Adjusted Net Income increased due primarily to an increase in operating income and a decrease in net interest expense, partially offset by an increase in the Adjusted Provision for Income Taxes due to a higher adjusted tax rate as discussed below.
For 2024, Adjusted Net Income increased due primarily to an increase in operating income and a decrease in net interest expense, partially offset by an increase in the Adjusted Provision for Income Taxes.
Table of Contents
Adjusted Provision for Income Taxes and Effective Tax Rate
Years Ended December 31,
Income (loss) from continuing operations before income taxes
Total adjustments before income tax items from Adjusted Net Income table above
Adjusted income from continuing operations before income taxes
Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes:
Provision for income taxes
Adjustments for income taxes:
Tax effect of above adjustments
Eliminate impact of excess tax (benefit) expense for stock-based compensation
Other 1
Total adjustments for income taxes
Adjusted Provision for Income Taxes
Effective tax rate
Adjusted Effective Tax Rate
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1. Other adjustments for income taxes include:
Years Ended December 31,
Deferred tax adjustments
Valuation allowance adjustments
Return to provision, audit adjustments, and reserves related to prior periods
Other adjustments
Total other adjustments
Adjusted Provision for Income Taxes
Our adjusted tax rates were 26.5%, 23.9%, and 22.0% for 2025, 2024, and 2023 respectively. The adjusted tax rate was higher in 2025 and 2024 compared to 2023 due primarily to the impact of a legal entity restructuring executed during the fourth quarter of 2024 to support the expansion of our global footprint and align with emerging global minimum tax requirements under the OECD Pillar Two framework, which increased our taxes in certain foreign jurisdictions.
Table of Contents
Leverage Ratio
Years Ended December 31,
Reconciliation of net income (loss) attributable to TransUnion to Consolidated Adjusted EBITDA:
Net income (loss) attributable to TransUnion
Discontinued operations, net of tax
Income (loss) from continuing operations attributable to TransUnion
Net interest expense
Provision for income taxes
Depreciation and amortization
EBITDA
Adjustments to EBITDA:
Stock-based compensation
Goodwill impairment 1
Mergers and acquisitions, divestitures and business optimization 2
Accelerated technology investment 3
Operating model optimization program 4
Net other 5
Total adjustments to EBITDA
Consolidated Adjusted EBITDA
Adjusted EBITDA for Pre-Acquisition Period 6
Leverage Ratio Adjusted EBITDA
Total debt
Less: Cash and cash equivalents
Net Debt
Ratio of Net Debt to Net income (loss) attributable to TransUnion
Leverage Ratio 7
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1. During the year ended December 31, 2023, we recorded a goodwill impairment of $414.0 million related to our United Kingdom reporting unit in our International segment.
2. Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Years Ended December 31,
Transaction and integration costs
Fair value and impairment adjustments
Post-acquisition adjustments
Transition services agreement income
Loss on business disposal
Total mergers and acquisitions, divestitures and business optimization
3. Represents expenses associated with our accelerated technology investment to migrate to the cloud. There are three components of the accelerated technology investment: (i) building foundational capabilities which includes establishing a modern, API-based and services-oriented software architecture, (ii) the migration of each application and customer data to the new enterprise platform including the redundant software costs
Table of Contents
during the migration period, as well as the efforts to decommission the legacy system, and (iii) program enablement, which includes dedicated resources to support the planning and execution of the program. The amounts for each category of cost are as follows:
Years Ended December 31,
Foundational Capabilities
Migration Management
Program Enablement
Total accelerated technology investment
4. Operating model optimization consisted of the following adjustments:
Years Ended December 31,
Employee separation
Facility exit
Business process optimization
Total operating model optimization
5. Net other consisted of the following adjustments:
Years Ended December 31,
Deferred loan fee expense from debt prepayments and refinancing
Other debt financing expenses
Currency remeasurement on foreign operations
Legal and regulatory expenses, net
Other non-operating (income) and expense
Total other adjustments
6. For years in which we made significant acquisitions, we have included a twelve-month period of adjusted EBITDA including Adjusted EBITDA for the period prior to our acquisition. The year ended December 31, 2025 includes the three months of Adjusted EBITDA related to Monevo prior to our acquisition in April 2025.
7. We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above.
Our Leverage Ratio decreased in 2025 compared with 2024 due primarily to an increase in Adjusted EBITDA. Our Leverage Ratio decreased in 2024 compared with 2023 due primarily to a decrease in debt due to our continued prepayments and scheduled repayments made throughout the year, an increase in cash due to cash generated from operations and an increase in Adjusted EBITDA.
Table of Contents
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash flows provided by operating activities, cash and cash equivalents on hand, and our Senior Secured Revolving Line of Credit. Our principal uses of liquidity are working capital, capital expenditures, debt service and other capital allocation initiatives, and other general corporate purposes. We believe our cash on hand, cash generated from operations, and funds available under the Senior Secured Revolving Line of Credit will be sufficient to fund our planned capital expenditures, debt service and other capital allocation initiatives, and operating needs for the foreseeable future. Our ability to maintain adequate liquidity for our operations in the future is dependent upon a number of factors, including our revenue, macroeconomic conditions, our ability to contain costs, including capital expenditures, and to collect accounts receivable, and various other factors, many of which are beyond our control. We will continue to monitor our liquidity position and may elect to raise funds through debt or equity financing in the future to fund significant investments or acquisitions that are consistent with our growth strategy.
Cash and cash equivalents totaled $853.6 million and $679.5 million at December 31, 2025 and 2024, respectively, of which $451.9 million and $432.2 million was held outside the United States in each respective period. As of December 31, 2025, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit and an available borrowing balance of $598.8 million.
We also have the ability to request incremental loans on the same terms under the existing Senior Secured Credit Facility up to the greater of an additional $1,000.0 million and 100% of Consolidated EBITDA. In addition, as long as the senior secured net leverage ratio does not exceed 4.25-to-1, we may incur additional incremental loans, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
Each year, we may be required to make additional principal payments on the Senior Secured Term Loan B based on excess cash flows of the prior year, as defined in our credit agreement. There were no excess cash flows for 2025 and therefore no additional payment will be required in 2026. See Part II, Ite m 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 12 , “Debt,” for additional information about our debt.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investments in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date.
We paid dividends of $0.46 per share in 2025, totaling $90.5 million. Dividends declared accrue to outstanding restricted stock units and are paid to employees as dividend equivalents when the restricted stock units vest. While we currently expect to continue to pay quarterly dividends, any determination to pay dividends in the future will be at the discretion of our Board and will depend on a number of factors, including our liquidity, results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that our Board deems appropriate. We currently have capacity and intend to continue to pay a quarterly dividend, subject to approval by our Board.
On February 11, 2025, our Board authorized the 2025 Repurchase Plan. This new share repurchase authorization replaces all previous authorizations. On October 22, 2025, the Board approved an increase to the 2025 Repurchase Plan authorization to $1.0 billion (including amounts repurchased as of such date under the original 2025 Repurchase Plan). As of December 31, 2025, $700.1 million remains available for repurchases under the 2025 Repurchase Plan.
W e have no obligation to repurchase additional shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason and the share repurchase program does not have an expiration date. Any repurchased shares will be retired and returned to the status of authorized but unissued shares of the Company.
Table of Contents
Sources and Uses of Cash
Years Ended December 31,
Change
(dollars in millions)
Cash provided by operating activities
Cash used in investing activities
Cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Operating Activities
For 2025, the increase in cash provided by operating activities was due primarily to improved operating performance, lower interest expense and a penalty paid for the early termination of a facility lease in 2024, partially offset by higher income tax payments and higher bonus payouts in 2025. For 2024, the increase in cash provided by operating activities was due primarily to improved operating performance and lower net interest expense, partially offset by employee separation payments and a penalty paid for the early termination of a facility lease, both of which were in connection with our operating model optimization program.
Investing Activities
For 2025, the increase in cash used in investing activities was due primarily to our acquisition of Monevo, an increase in capital expenditures and current year investments in a convertible note receivable, partially offset by proceeds from a note receivable associated with a prior year divestiture. For 2024, the decrease in cash used in investing activities was due primarily to a decrease in investments in nonconsolidated affiliates.
Financing Activities
The increase in cash used in financing activities was due primarily to share repurchases in 2025, partially offset by higher debt prepayments in 2024. For 2024, the decrease in cash used in financing activities was due primarily to a decrease in debt payments.
Capital Expenditures
We make capital expenditures to grow our business by developing new and enhanced capabilities, to increase the effectiveness and efficiency of the organization and to reduce risks. We make capital expenditures for product development, disaster recovery, security enhancements, regulatory compliance, and the replacement and upgrade of existing equipment at the end of its useful life.
For 2025, cash paid for capital expenditures increased $10.2 million to $326.0 million. For 2024, cash paid for capital expenditures increased $5.1 million to $315.8 million. Cash paid for capital expenditures as a percent of revenue represented 7.1% and 7.5% for 2025 and 2024, respectively.
Debt
Hedges
During 2025, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of $1,238.1 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 3.2893% and 3.6920% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
In 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,082.8 million that amortizes each quarter beginning the first quarter 2025. The swaps require us to pay fixed rates varying between 3.0650% and 3.9925% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps
Table of Contents
commenced on December 30, 2022, and expired on December 31, 2024. We designated these swap agreements as cash flow hedges.
On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,536.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On March 10, 2020, we entered into two interest rate swap agreements with various counterparties that effectively fixed our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap commenced on June 30, 2022, and expired on June 30, 2025. We designated these swap agreements as cash flow hedges.
Effect of Certain Debt Covenants
A breach of any of the covenants under the agreements governing our debt could limit our ability to borrow funds under the Senior Secured Revolving Line of Credit and could result in a default under the Senior Secured Credit Facility. Upon the occurrence of an event of default under the Senior Secured Credit Facility, the lenders could elect to declare all amounts then outstanding to be immediately due and payable, and the lenders could terminate all commitments to extend further credit. If we were unable to repay the amounts declared due, the lenders could proceed against any collateral granted to them to secure that indebtedness.
With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of December 31, 2025, we were in compliance with all debt covenants.
On February 11, 2026, the Company increased its borrowing capacity under its Senior Secured Revolving Credit Facility to $1.0 billion. All other key terms of the Senior Secured Revolving Credit Facility remained unchanged.
Our ability to meet our liquidity needs or to pay dividends on our common stock depends on our subsidiaries’ earnings, the terms of their indebtedness, and other contractual restrictions.
For additional information about our debt and hedge, see Part II, Item 8, “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements,” Note 12, “Debt.”
Contractual Obligations
Refer to Part II, Item 8, “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements,” Note 12, “Debt,” Note 13, “Leases” and Note 19, “Commitments,” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2025.
Application of Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with GAAP. See Part II, Item 8, “Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting Policies,” for additional information about our significant accounting policies that require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. The following paragraphs describe the accounting policies that require significant judgment and estimates due to inherent uncertainty or complexity.
Goodwill
As of December 31, 2025, our Consolidated Balance Sheet included goodwill of $5,259.5 million . We test goodwill for impairment on an annual basis in the fourth quarter and monitor throughout the year for impairment triggering events that indicate that the carrying value of one or more of our reporting units exceeds its fair value. We have the option to first perform a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative analysis indicates that an impairme nt is more likely than not for any reporting unit, we perform a
Table of Contents
quantitative impairment test for that reporting unit. We also have the option to bypass the qualitative analysis for any reporting unit and proceed directly to performing a quantitative impairment test.
Our quantitative impairment test consists of a fair value calculation for each reporting unit that combines an income approach, using the discounted cash flow method, and a market approach, using the guideline public company method. The quantitative impairment test requires the application of a number of significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates, and market multiples. The projected future revenue growth rates and EBITDA margins, and the resulting projected cash flows of each reporting unit are based on historical experience and internal operating plans reviewed by management, extrapolated over the forecast period. Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to each reporting unit. Market multiples are based on the Guideline Public Company Method using comparable publicly traded company multiples of EBITDA for a group of benchmark companies.
We believe the assumptions that we use in our impairment analysis are reasonable and consistent with assumptions that would be used by other marketplace participants. However, such assumptions are inherently uncertain, and a change in assumptions could change the estimated fair values of our reporting units and, therefore, future impairment charges could be required, which could be material to our consolidated financial statements. In order to ensure the assumptions used in the analysis are reasonable, we reconcile the sum of the fair value of the reporting units to our market capitalization adjusted for an estimated control premium.
When we perform a quantitative impairment test, we engage a third-party valuation specialist to assist in our analysis of the fair value of our reporting units. All judgments, significant assumptions and estimates, and forecasts are either provided by or reviewed by us. While we choose to utilize a third-party valuation specialist for assistance, the fair value analyses reflect the conclusions of management and not those of any third party.
Third Quarter 2023 Interim Impairment Test for United Kingdom Reporting Unit
During the three months ended September 30, 2023, the worsening macroeconomic conditions from inflationary pressures and rising interest rates increasingly impacted our United Kingdom business for the third quarter and the near-term outlook, creating a triggering event that required an interim impairment assessment which resulted in a goodwill impairment of $414.0 million for our United Kingdom reporting unit.
Annual Impairment Test
For our 2025 annual goodwill impairment t est, we performed a qualitative test on certain reporting units and elected to bypass the qualitative test and performed a quantitative test for other reporting units. T he results of our qualitative tests did not identify any factors that suggest it was more likely than not the fair value of any of these reporting units was less than its carrying value For all of the reporting units subject to a quantitative test the fair value exceeded the carrying value by more than 10%.
Legal Contingencies
We are routinely named as defendants in, or parties to, various legal actions and proceedings relating to our current or past business operations. These actions generally assert claims for violations of federal or state credit reporting, consumer protection or privacy laws, or common law claims related to the unfair treatment of consumers, and may include claims for substantial or indeterminate compensatory or punitive damages, or injunctive relief, and may seek business practice changes. We believe that most of these claims are either without merit or we have valid defenses to the claims, and we vigorously defend these matters or seek non-monetary or small monetary settlements, if possible. However, due to the uncertainties inherent in litigation, we cannot predict the outcome of each claim in each instance.
In the ordinary course of business, we also are subject to governmental and regulatory examinations, information-gathering requests, investigations and proceedings (both formal and informal), certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. In connection with formal and informal inquiries by these regulators, we routinely receive requests, subpoenas and orders seeking documents, testimony, and other information in connection with various aspects of our activities.
In view of the inherent unpredictability of legal and regulatory matters, particularly where the damages sought are substantial or indeterminate or when the proceedings or investigations are in the early stages, we cannot determine with any degree of certainty the timing or ultimate resolution of legal and regulatory matters or the eventual loss, fines or penalties, if any, that may result from such matters. We establish reserves for legal and regulatory matters when those matters present loss contingencies that are both probable and can be reasonably estimated. However, for certain of the matters, we are not able to reasonably estimate our exposure because damages have not been specified and (i) the proceedings are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of similar matters pending against our competitors, (iv) there are significant factual issues to be resolved, and/or (v) there are legal issues of a first impression being presented. The actual costs of resolving legal and regulatory matters, however, may be substantially higher than the amounts reserved for those matters, and an outcome in certain of these matters
Table of Contents
could have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods. We accrue amounts for certain legal and regulatory matters for which losses were considered to be probable of occurring based on our best estimate of the most likely outcome. It is reasonably possible actual losses could be significantly different from our current estimates. In addition, there are some matters for which it is reasonably possible that a loss will occur, however we cannot estimate a range of the potential losses for these matters. Legal fees incurred in connection with ongoing legal and regulatory matters are considered a period cost and are expensed as incurred.
To reduce our exposure to an unexpected significant monetary award resulting from an adverse judicial decision, we maintain insurance that we believe is appropriate and adequate based on our historical experience. We regularly advise our insurance carriers of the claims, threatened or pending, against us in legal and regulatory matters and generally receive a reservation of rights letter from the carriers when such claims exceed applicable deductibles. We are not aware of any significant monetary claim that has been asserted against us, except for the pending matter with the CFPB, that would not have some level of coverage by insurance after the relevant deductible, if any, is met.
As of December 31, 2025 and 2024, we had $62.2 million and $123.5 million, respectively, accrued for anticipated claims. These amounts are included in other current liabilities in the Consolidated Balance Sheets and the associated expenses are included in selling, general and administrative expenses in the Consolidated Statements of Operations. Legal fees incurred in connection with ongoing litigation are considered period costs and are expensed as incurred.
See Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 20 , “Contingencies,” for further information.
Income Taxes
As of December 31, 2025, our Consolidated Balance Sheet included non-current deferred tax liabilities of $389.8 million. Certain deferred tax assets, including net operating loss and foreign tax credit carryforwards, may be deducted from future taxable income in computing our federal income tax liability. Our deferred tax liability includes deferred tax assets and liabilities resulting from net operating losses, tax credit carryforwards and temporary differences.
We have made certain judgments and estimates to determine various tax amounts recorded, including future tax rates, future taxable income, whether it is more likely than not a tax position will be sustained, and the amount of the unrecognized tax benefit to record. We have total deferred tax assets of $409.4 million , net of valuation allowances of $80.3 million. Our estimate of the amount of the deferred tax a sset we can realize requires significant assumptions about projected revenues and income that are impacted by future market and economic conditions. We believe the judgments and estimates used are reasonable, but events may arise that were not anticipated and the outcome of tax audits may differ significantly from what is expected.
See Part II, Item 8 “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 15 , “Income Taxes,” for further information.
Recent Accounting Pronouncements
For information about recent accounting pronouncements and the potential impact on our consolidated financial statements, see Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 1, “Significant Accounting Policies.”
Table of Contents
