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YoY shift: Neutral
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is 0.04pp more bullish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
+0.07pp
Flat
Net-tone change vs last year's 10-K.
MD&A
+0.02pp
Flat
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase
Negative rising
disrupt+3
critical+3
failure+2
disasters+2
incident+2
Positive rising
gained+1
resolve+1
Risk Factors (Item 1A)
14,664 words
ITEM 1A. RISK FACTORS
You should carefully consider the following risks as well as the other information included in this report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.
Risk Factors Summary
The following is a summary of the principal risks and uncertainties described in more detail in this report:
• Our revenues are concentrated in the U.S. financial services and consumer credit industries. When these industries or the broader financial markets experience a downturn, demand for our services and revenues may be adversely affected.
• We are subject to significant competition in the markets in which we operate, and we may face significant competition in the new markets that we plan to enter.
• To the extent the availability of free or relatively inexpensive consumer information increases, the demand for some of our services may decrease.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
restructuring+3
fraud+2
recession+2
volatility+2
dismissed+2
Positive rising
attractive+1
improved+1
enabling+1
despite+1
beautiful+1
MD&A (Item 7)
15,846 words
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, solutions with credibility and consistency. We call this Information for .
• Our relationships with key long-term customers may be materially diminished or terminated.
• If we are unable to develop successful new services in a timely manner, or if the market does not adopt our new services, our ability to maintain or increase our revenue could be adversely affected.
• If our outside service providers and key vendors are not able to or do not fulfill their service obligations, our operations could be disrupted and our operating results could be harmed.
• There may be further consolidation in our end-customer markets, which may adversely affect our revenues.
• Data security and integrity are critically important to our business, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of our intellectual property or confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation.
• If we experience system failures, personnel disruptions or capacity constraints, or our customers do not modify their systems to accept new releases of our distribution programs, the delivery of our services to our customers could be delayed or interrupted, which could harm our business and reputation and result in the loss of revenues or customers.
• We could lose our access to data sources which could prevent us from providing our services.
• If we fail to maintain and improve our systems, our data matching technology, and our interfaces with data sources and customers, demand for our services could be adversely affected.
• The CFPB has supervisory and examination authority over our business and may initiate enforcement actions with regard to our compliance with federal consumer financial laws. Actions by the CFPB or other regulators against us or our executives could result in increased operating costs, reputational harm, payment of damages and civil money penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition.
• Our business is subject to various governmental regulations, laws and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminalpenalties or other liabilities.
• Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our business.
• The outcome of litigation, inquiries, investigations, examinations or other legal proceedings in which we are involved, in which we may become involved, or in which our customers or competitors are involved could subject us to significant monetary damages or restrictions on our ability to do business.
• We currently use, and will continue to invest in the use of, AI Technologies, which use is subject to a continuously evolving regulatory landscape. The evolving regulatory landscape may impact our use of AI Technologies, require additional compliance measures and changes to our operations and processes, which could result in increased compliance costs and potential increases in civil claimsagainst us, and could adversely affect our business, operations and financial condition.
• Our ability to expand our operations in, and the portion of our revenue derived from, markets outside the United States is subject to economic, political and other inherent risks, which could adversely impact our growth rate and financial performance.
• We face geopolitical and other risks associated with our international operations, which could materially adversely impact our results of operations and our financial condition.
• We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices. We also rely on trade secrets and other forms of unpatented intellectual property that may be difficult to protect.
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• We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain services.
• When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we face risks that may adversely affect our business.
• We depend, in part, on strategic alliances, joint ventures and acquisitions to grow our business. If we are unable to make strategic acquisitions and develop and maintain these strategic alliances and joint ventures, our growth may be adversely affected.
• We have a substantial amount of debt which could adversely affect our financial position and prevent us from fulfilling our obligations under the debt instruments.
• Despite our current level of indebtedness, we may still be able to incur additional indebtedness. This could increase the risks associated with our substantial indebtedness.
• We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
• Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations.
• Our stock price has recently been volatile, and may continue to be volatile and/or decline, regardless of our operating performance, and you may not be able to resell shares of our common stock at or above the price you paid or at all.
• Our business and operations are exposed to risks arising from developments and trends associated with climate change and other sustainability matters, including risks associated with our own reporting or other initiatives.
• Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts for us that you might consider favorable.
• Our ability to pay cash dividends may be limited by the terms of our secured credit facility.
• There can be no assurance that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all.
• Economic and other conditions may adversely impact the valuation of our assets resulting in impairment charges that could have a material adverse impact on our results from operations.
• If we fail to implement and maintain proper and effective internal controls over financial reporting, our ability to produce accurate financial statements on a timely basis could be impaired, which could cause investors to lose confidence in our reported financial information and have a negative effect on our stock price.
• Natural disasters, pandemics, terrorist acts, war, actions by governments, and other geopolitical activities could disrupt our operations.
• We may not be able to attract and retain the skilled employees that we need to support our business.
• We are subject to losses from risks for which we do not insure.
• If we experience changes in tax laws or adverse outcomes resulting from examination of our tax returns, it could adversely affect our results of operations.
Risks Related to Our Business
Our revenues are concentrated in the U.S. financial services and consumer credit industries. When these industries or the broader financial markets experience a downturn, demand for our services and revenues may be adversely affected.
Our largest customers, and therefore our business and revenues, are influenced by macroeconomic conditions and are impacted by the availability of credit, the level and volatility of interest rates, inflation, employment levels, consumer confidence and housing demand. In addition, a significant amount of our revenue is concentrated among certain customers, industries, product offerings and in distinct geographic regions, primarily in the United States. Our 2025 revenue in our U.S. Markets Financial Services and Consumer Interactive verticals accounted for approximately 37% and 13%, respectively, of consolidated gross revenues, respectively. If businesses in these industries experience economic hardship, we cannot assure you that we will be able to generate future revenue growth. Our customer base suffers when financial markets experience volatility, liquidity issues and disruption, which has occurred in the past and which could reoccur, and the potential for increased and continuing disruptions going forward, present considerable risks to our business and revenue. Changes in the macroeconomic environment have resulted, and may continue to result, in fluctuations in volumes, pricing and operating margins for our services. In addition, if consumer demand for financial services and products and the number of credit applications decrease, the demand for our services could also be materially reduced. High inflation levels have a negative impact on our business by decreasing demand for credit due to slower consumer spending on non-essential goods and services and due to the Federal Reserve raising interest rates to combat inflation. Continued inflation and additional interest rate increases could further materially impact our business. These types of disruptions could lead to a decline in the volumes of services we provide our customers and could negatively impact our revenue and results of operations.
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We are subject to significant competition in the markets in which we operate, and we may face significant competition in the new markets that we plan to enter.
The markets for our services are highly competitive, and we may not be able to compete successfullyagainst our competitors, which could impair our ability to sell our services. We compete on the basis of differentiated solutions, data assets, analytics capabilities, ease of integration with our customers’ technology, stability of services, customer relationships, innovation and price. Our regional and global competitors vary in size, financial and technical capability, and in the scope of the products and services they offer. Some of our competitors may be better positioned to develop, promote and sell their products. Larger competitors may benefit from greater cost efficiencies and may be able to win business simply based on pricing. We consistently face downward pressure on the pricing of our products, which could result in reduced prices for certain products, or a loss of market share. Our competitors may also be able to respond to opportunities before we do, by taking advantage of new technologies, changes in customer requirements or market trends.
For example, our Consumer Interactive vertical experiences competition from emerging companies. In the past several years, there has been an influx of other companies offering similar services to ours, free of charge. In response, we launched a new direct-to-consumer product that is offered in both free and paid tiers in 2025.
Many of our competitors have extensive customer relationships, including relationships with our current and potential customers. New competitors, or alliances among competitors, may emerge and gain significant market share. Existing or new competitors may develop products and services that are superior to ours or that achievegreater market acceptance. If we are unable to respond to changes in customer requirements as quickly and effectively as our competition, our ability to expand our business and sell our services may be adversely affected.
Our competitors may be able to sell services at lower prices than we do, individually or as part of integrated suites of several related services. This ability may cause our customers to purchase from our competitors rather than from us. Price reductions by our competitors could also negatively impact our operating margins or harm our ability to obtain new long-term contracts or renewals of existing contracts on favorable terms. Additionally, some of our customers may develop products of their own that replace the products they currently purchase from us, which would result in lower revenue.
We also expect that there will be significant competition in the new markets that we enter. We cannot assure you that we will be able to compete effectively against current and future competitors. If we fail to successfully compete, our business, financial condition and results of operations may be adversely affected.
To the extent the availability of free or relatively inexpensive consumer information increases, the demand for some of our services may decrease.
Public and commercial sources of free or relatively inexpensive consumer information have become increasingly available and this trend is expected to continue. Public and commercial sources of free or relatively inexpensive consumer information, including free credit information from lead generation companies and from banks, may reduce demand for our services. Beginning in April 2020, we began offering free credit reports on a weekly basis. To the extent that our customers choose not to obtain services from us and instead rely on information obtained at little or no cost from these public and commercial sources, our business, financial condition and results of operations may be adversely affected.
Our relationships with key long-term customers may be materially diminished or terminated.
We have long-standing relationships with a number of our customers, many of whom could unilaterally terminate their relationship with us or materially reduce the amount of business they conduct with us at any time. Our customer agreements relating to our core credit reporting service offered through our U.S. Markets segment are terminable upon advance written notice (typically ranging from 30 days to six months) by either us or the customer, which provides our customers with the opportunity to renegotiate their contracts with us or to award more business to our competitors.
We also provide our services to business partners who may combine them with their own or other branded services to be offered as a bundle to consumers, governmental agencies and businesses in support of fraud or credit protection, credit monitoring, identity authentication, insurance or credit underwriting, and collections. Some of these partners are the largest providers of credit information or identity protection services to the U.S. consumer market.
Market competition, business requirements, financial condition and consolidation through mergers or acquisitions, could adversely affect our ability to continue or expand our relationships with our customers and business partners. There is no guarantee that we will be able to retain or renew existing agreements, maintain relationships with any of our customers or business partners on acceptable terms or at all, or collect amounts owed to us from insolvent customers or business partners. The loss of one or more of our major customers or business partners could adversely affect our business, financial condition and results of operations.
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If we are unable to develop successful new services in a timely manner, or if the market does not adopt our new services, our ability to maintain or increase our revenue could be adversely affected.
In order to keep pace with customer demands for increasingly sophisticated service offerings, to sustain expansion into growth industries and to maintain our profitability, we must continue to innovate and introduce new services to the market. The process of developing new services is complex and uncertain. Our industry solutions require extensive experience and knowledge from within the relevant industry. We must commit significant resources to this effort before knowing whether the market will accept new service offerings. Additionally, our business strategy is dependent on our ability to expand into new markets and to bring new products to market. We may not successfully enter into new markets or execute on our new services because of challenges in planning or timing, technical hurdles, difficulty in predicting market demand, changes in regulation or a lack of appropriate resources. Additionally, even if we successfully develop new products, our existing customers might not accept these new products or new markets might not adopt our products due to operational constraints, high switching costs or general lack of market readiness. Failure to successfully introduce new services to the market could adversely affect our reputation, business, financial condition and results of operations.
If our outside service providers and key vendors are not able to or do not fulfill their service obligations, our operations could be disrupted and our operating results could be harmed.
We depend on a number of service providers and key vendors such as telecommunication companies, software engineers, data processors, software and hardware vendors and providers of credit score algorithms, who are critical to our operations. These service providers and vendors are involved with our service offerings, communications and networking equipment, computer hardware and software and related support and maintenance. Although we have implemented service-level agreements and have established monitoring controls, our operations could be disrupted if we do not successfully manage relationships with our service providers, if they do not perform or are unable to perform agreed-upon service levels, or if they are unwilling to make their services available to us at reasonable prices. If our service providers and vendors do not perform their service obligations, it could adversely affect our reputation, business, financial condition and results of operations.
There may be further consolidation in our end-customer markets, which may adversely affect our revenues.
There has been, and we expect there will continue to be, merger, acquisition and consolidation activity in our customer markets. If our customers merge with, or are acquired by, other entities that are not our customers, or that use fewer of our services, our revenue may be adversely impacted. In addition, industry consolidation could affect the base of recurring transaction-based revenue if consolidated customers combine their operations under one contract, since most of our contracts provide for volume discounts. In addition, our existing customers might leave certain geographic markets, which would no longer require them to purchase certain products from us and, consequently, we would generate less revenue than we currently expect.
Risks Related to Technology and Cybersecurity
Data security and integrity are critically important to our business, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of our intellectual property or confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation.
As a global consumer credit reporting agency and provider of risk and information solutions, we collect, store and transmit a large amount of sensitive and confidential consumer information on over one billion consumers, including financial information, personally identifiable information and protected health information. As such, we rely heavily on computer systems, hardware, software and technology infrastructure for both internal and external operations that are critical to our business. We face significant and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our systems and data including unintentional events and deliberate attacks by third parties or insiders, such as the exploitation of “bugs” or security vulnerabilities in software and hardware and sophisticated attack methods such as ransomware. Cyberattacks can take many forms, but they typically have one or more of the following objectives, among others:
• obtain unauthorized access to confidential data such as personal information;
• manipulate or destroy data;
• disrupt, sabotage or degrade service on our systems; or
• affect our operations or data through attacks on third-party business partners or service providers.
We experience numerous attempts to access our computer systems, software, networks, data and other technology assets on a daily basis. We have also experienced cyberattacks and other security incidents, and expect that such attacks and incidents will continue in varying degrees in the future. To date, none of these attacks or incidents has had a material impact on our business, operations or financial results. However, there can be no assurance that future attacks will be immaterial and even immaterial incidents may adversely impact us. For example, in July 2025, TransUnion was affected by a cyberattack in which a third party gainedunauthorized access through social engineering to a third-party application used in our customer support operations that
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exposed certain personal data of 4.4 million consumers. While this incident was not material to TransUnion and did not affect our core credit database or related credit report products and services, we have incurred and expect to continue incurring costs associated with, among other things, responding to regulatory inquiries and class action lawsuits.
The security and protection of non-public consumer information is our top priority. However, there can be no guarantee that the cybersecurity risk management program and processes for any company, including us and our service providers, will be fully implemented, complied with and effective at all times. We cannot assure you that our systems, databases and services will not be compromised or disrupted in the future, whether as a result of deliberate attacks by malicious actors, breaches due to employee error or malfeasance, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures, or natural disasters or other catastrophic events.
We have acquired, and may continue to acquire, companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to significant cybersecurity, operational, and financial risks. While we execute security due diligence in these transactions, neither the acquired company nor TransUnion can identify every issue in a timely manner, which could create material risk to us during the integration effort.
Highly publicized cybersecurity incidents have heightened consumer, legislative and regulatory awareness of cybersecurity risks. These events continue to embolden individuals or groups to target our systems more aggressively.
The preventive actions we take to address cybersecurity risk, including protection of our systems and networks, cannot sufficiently account for all threats or repel or mitigate the effects of all cyberattacks in the future as it is not possible to anticipate, detect or recognize all threats to our systems, or to implement comprehensive preventive measures against all cybersecurity risks. This is because, among other things:
• the techniques used in cyberattacks change frequently and are increasingly sophisticated, including due to attackers’ increasing use of AI, and may not be recognized until after the attacks have succeeded;
• cyberattacks can originate from a wide variety of sources, including sophisticated threat actors involved in organized crime, sponsored by nation-states, or linked to terrorist or hacktivist organizations; or
• third parties may seek to gain access to our systems either directly or using equipment or security passwords belonging to employees, customers, third-party service providers or other users (such as through social engineering and phishing attacks), similar to the tactics used in our cyber incident in July 2025.
In addition, given the nature of complex systems and services like ours, we have a large and ever-growing global attack surface comprised of numerous interconnected components, each with their own vulnerabilities and risks. While we have many security tools that we deploy across our infrastructure that actively scan our products and identify and track security vulnerabilities, we are unable to comprehensively guarantee that we can apply patches or ensure measures are in place to mitigate all such vulnerabilities before vulnerabilities can be exploited by a threat actor.
Unauthorized disclosure, loss or corruption of our data or inability of our customers to access our systems could materially disrupt our operations, subject us to substantial regulatory and legal proceedings (including class actions) and liability (such as penalties, fines and required changes to business practices), result in a material loss of business and/or significantly harm our reputation and competitiveness.
We may not be able to timely address the consequences of a cybersecurity incident because a successfulbreach of our computer systems, software, networks or other technology assets could persist for an extended period of time before being detected due to, among other things:
• the breadth and complexity of our operations and the high volume of transactions that we process;
• the large number of customers, counterparties and third-party service providers with which we do business;
• the proliferation and increasing sophistication of cyberattacks;
• the possibility that a malicious third party compromises the software, hardware or services that we procure from a service provider unbeknownst to both the provider and to TransUnion; or
• the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.
The extent of a particular cybersecurity incident and the steps that we may need to take to investigate it may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the incident is known. While such an investigation is ongoing, we may not necessarily know the extent of the
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harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, any or all of which could further increase the costs and consequences of a cybersecurity incident.
Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies around the world have adopted consumer notification, public disclosure and other requirements in the event that consumer information is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible. For example, in the United States alone, we are subject to federal and state laws that provide for more than 50 disparate notification regimes, some of which also provide for statutory damages and private rights of action for plaintiffs who experience certain types of data breaches. Jurisdictions outside the U.S., including in Europe, have strict notification and reporting requirements that are time sensitive and subject to large penalty provisions. Any failure to comply with the complexities of these various global regulations could subject us to regulatory scrutiny and substantial liability.
If we experience system failures, personnel disruptions or capacity constraints, or our customers do not modify their systems to accept new releases of our distribution programs, the delivery of our services to our customers could be delayed or interrupted, which could harm our business and reputation and result in the loss of revenues or customers.
Our ability to provide reliable service largely depends on our ability to maintain the efficient and uninterrupted operation of our computer network, systems and data centers, some of which have been outsourced to third-party providers. In addition, we generate a significant amount of our revenues through channels that are dependent on links to telecommunications providers. Our systems, personnel and operations could be exposed to damage or interruption from fire, natural disasters, pandemic illness, power loss, war, terrorist acts, civil disobedience, telecommunication failures, computer viruses, DDoS attacks or human error. We may not have sufficient redundant operations to cover a loss or failure of our systems in a timely manner. Any significant interruption could severelyharm our business and reputation and result in a loss of revenue and customers. Additionally, from time to time we send our customers new releases of our distribution programs, some of which contain security updates. Any failure by our customers to install these new releases could expose our customers to computer security risks.
We could lose our access to data sources which could prevent us from providing our services.
Our services and products depend extensively upon continued access to and receipt of data from external sources, including data received from customers, strategic partners and various government and public records repositories. In some cases, we compete with our data providers. Our data providers could stop providing data, provide untimely data or increase the costs for their data for a variety of reasons, including a perception that our systems are insecure as a result of a data security incidents, budgetary constraints, a desire to generate additional revenue or for regulatory or competitive reasons. We could also become subject to increased legislative, regulatory or judicial restrictions or mandates on the collection, disclosure or use of such data, in particular if such data is not collected by our providers in a way that allows us to legally use the data. If we were to lose access to this external data or if our access or use were restricted or were to become less economical or desirable, our ability to provide services could be negatively impacted, which would adversely affect our reputation, business, financial condition and results of operations. We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to obtain data from them on acceptable terms or at all. Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources become unavailable.
If we fail to maintain and improve our systems, our data matching technology, and our interfaces with data sources and customers, demand for our services could be adversely affected.
In our markets, there are continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, data matching, data filtering and other database technologies and the use of the internet. These improvements, as well as changes in customer preferences or regulatory requirements, may require changes in the technology used to gather and process our data and deliver our services. Our future success will depend, in part, upon our ability to:
• internally develop and implement new and competitive technologies;
• migrate our U.S. credit business to OneTru;
• deliver OneTru capabilities in international markets;
• use leading third-party technologies effectively;
• respond to changing customer needs and regulatory requirements, including being able to bring our new products to the market quickly; and
• transition customers and data sources successfully to new interfaces or other technologies.
We cannot provide assurance that we will successfully implement new technologies, cause customers or data furnishers to implement compatible technologies or adapt our technology to evolving customer, regulatory and competitive requirements. If
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we fail to respond, or fail to cause our customers or data furnishers to respond, to changes in technology, regulatory requirements or customer preferences, the demand for our services, the delivery of our services or our market reputation could be adversely affected. Additionally, our failure to implement important updates could affect our ability to successfully meet the timeline for us to generate cost savings resulting from our investments in improved technology. Failure to achieve any of these objectives would impede our ability to deliver strong financial results.
Risks Related to Laws, Regulations and Government Oversight
The CFPB has supervisory and examination authority over our business and may initiate enforcement actions with regard to our compliance with federal consumer financial laws. Actions by the CFPB or other regulators against us or our executives could result in increased operating costs, reputational harm, payment of damages and civil money penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition.
The CFPB has broad authori ty over our business. This includes authority to issue regulations under federal consumer financial protection laws, such as under the FCRA and other laws applicable to us and our financial customers. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority.
The CFPB conducts examinations and investigations and may issue subpoenas and bring civil actions in federal court for violations of the federal consumer financial laws including the FCRA. In these proceedings, the CFPB can seek relief that includes: rescission or reformation of contracts, restitution, disgorgement of profits, payment of damages, limits on activities and civil money penalties of up to $1.0 million per day for knowing violations. The CFPB conducts periodic examinations of us and the consumer credit reporting industry, which could result in new regulations or enforcement actions or proceedings. Actions by the CFPB could result in requirements to alter or cease offering affected products and services, making them less attractive and restricting our ability to offer them.
For example, in January 2017, as part of a Consent Order (“2017 Consent Order”) entered into with the CFPB, we agreed among other things, to implement certain practice changes in the way we advertise, market and sell products and services offered directly to consumers. On April 12, 2022, the CFPB filed a lawsuit against us, Trans Union LLC, TransUnion Interactive, Inc. (collectively, the “TU Entities”) and the former President of our Consumer Interactive business, John Danaher, seeking restitution, civil money penalties, and injunctive relief, among other remedies, and alleging that the TU Entities violated the 2017 Consent Order and engaged in deceptive acts and practices in marketing the TransUnion Credit Monitoring product, among other allegations. On February 28, 2025, the CFPB, the TU Entities and Mr. Danaher filed with the Court a joint stipulation to voluntarily dismiss the lawsuit with prejudice, and the Court dismissed the lawsuit on March 21, 2025. During the first quarter of 2025, we adjusted the $56.0 million accrual previously recorded for this matter to zero, as the loss was no longer probable.
In March 2024, we received a Notice and Opportunity to Respond and Advise (“NORA”) letter from the CFPB, informing us that the CFPB’s Enforcement Division was considering whether to recommend that the CFPB take legal action against us related to our dispute handling practices and procedures. The NORA letter alleged that Trans Union LLC violated the FCRA’s requirements to conduct a reasonable reinvestigation of disputed information and follow reasonable procedures to assure maximum possible accuracy of the information in consumer reports, and the Consumer Financial Protection Act’s prohibition of unfair, deceptive, and abusive acts or practices. On July 12, 2024, the CFPB Enforcement Division advised us that it had obtained authority to pursue an enforcement action against us seeking specific injunctive relief provisions and civil money penalties. We were previously engaged in active discussions with the CFPB regarding this matter, but given recent changes in CFPB leadership, our engagement with the agency on this matter has paused. We cannot provide an estimate of when, or if, such engagement will resume. We further cannot provide assurance that the CFPB will not ultimately commence a lawsuit against us in this matter, nor are we able to predict the likely outcome of this matter.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 20, “Contingencies” for information regarding the CFPB matter.
Additionally, on October 5, 2023, we entered into a Consent Order with the CFPB and the FTC to resolveallegedviolations of the FCRA relating to our Tenant and Employment screening business, TransUnion Rental Screening Solutions, Inc., and Trans Union LLC. Pursuant to the Consent Order, we paid $11.0 million in redress and $4.0 million in civil money penalties and implemented certain business process changes. We remain subject to and in compliance with the Consent Order, and any failure to adhere to its requirements could result in additional regulatory action or penalties.
In recent years, the consumer reporting industry has been subject to heightened scrutiny. If this trend continues, it could result in more regulatory and legislative scrutiny of the practices of our industry and additional regulatory enforcement actions and litigation, which could adversely affect our business and results of operations.
Our compliance costs and legal and regulatory exposure could increase materially if we are targeted by the CFPB for additional enforcement actions, or if the CFPB or other federal, state or local regulators enact new regulations, change regulations that
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were previously adopted, modify through supervision or enforcement past regulatory guidance, or interpret existing regulations in a manner different or stricter than have been previously interpreted. For example, the CFPB recently issued guidance that indicates increased focus on consumer reporting agencies’ compliance with the accuracy and dispute obligations under the FCRA with respect to rental information. Although we have committed resources to enhancing our risk and compliance programs, actions by the CFPB or other regulators against us or our current or former executives could result in increased operating costs, reputational harm, payment of damages and civil monetary penalties, injunctive relief and/or restitution, any of which could have a material adverse effect on our business, results of operations and financial condition.
Our business is subject to various governmental regulations, laws and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminalpenalties or other liabilities.
Our businesses are subject to regulation under the FCRA, the GLBA, the DPPA, HIPAA, HITECH, the Dodd-Frank Act, the FTC Act and various other international, federal, state and local laws and regulations. See “Business-Legal and Regulatory Matters” for a description of select regulatory regimes to which we are subject. These laws and regulations, which generally are designed to protect the privacy of the public and to prevent the misuse of personal information available in the marketplace, are complex, change frequently and have tended to become more stringent over time. We already incur significant expenses in implementing programs designed to ensure compliance with these laws.
Currently, public concern is high with regard to the operation of consumer reporting agencies in the United States, as well as the collection, use, accuracy, correction and sharing of personal information, including Social Security numbers, dates of birth, financial information, medical information, department of motor vehicle data and other personal data.
In addition, many consumer advocates, privacy advocates, legislatures and government regulators believe that existing laws and regulations do not adequately protect privacy and have become increasingly concerned with the collection and use of this type of personal information. As a result, over a dozen U.S. states have passed comprehensive privacy legislation intended to provide consumers with greatertransparency and control over their personal information by providing consumers with certain rights, such as the right to know what personal information is being collected about them, and the right to access, delete, correct, or opt out of the sale of their personal information. While these laws include specific exemptions for practices and activities regulated by the FCRA, the GLBA, HIPAA and the DPPA, including our credit reporting business, they apply to other portions of our business that are not regulated by these laws.
Public concern regarding identity theft also has led to more transparency for consumers as to what is in their credit reports. We provide credit reports and scores and monitoring services to consumers for a fee, and this income stream could be reduced or restricted by legislation that requires us to provide these services to consumers free of charge. For example, under U.S. federal law today, we are required to provide consumers with one credit report per year free of charge, and beginning in April 2020, we began offering consumers free weekly credit reports.
The following legal and regulatory developments also could have a material adverse effect on our business, financial condition or results of operations:
• amendment, enactment or interpretation of laws and regulations that restrict the access and use of personal information and reduce the availability or effectiveness of our solutions or the supply of data available to customers;
• changes in governmental, cultural and consumer attitudes in favor of further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions;
• failure of data suppliers or customers to comply with laws or regulations, where mutual compliance is required;
• failure of our solutions to comply with current laws and regulations; and
• failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner.
Changes in applicable legislation or regulations that restrict or dictate how we collect, maintain, combine and disseminate information, or that require us to provide services to consumers or a segment of consumers without charge, could adversely affect our business, financial condition or results of operations. Evolutions in consumer finance regulatory requirements or market practices involving our customers also might negatively affect our businesses and the markets into which we sell. For instance, the Federal Housing Finance Agency and various government sponsored entities continue to evaluate permitting mortgage originators to underwrite loans using less than three credit reports, rather than the current mandate to use a credit report from each of the three national consumer reporting agencies. In the future, we may be subject to significant additional expense to ensure continued compliance with applicable laws and regulations and to investigate, defend or remedy actual or allegedviolations. Any failure by us to comply with applicable laws or regulations could also result in significant liability to us, including liability to private plaintiffs as a result of individual or class action litigation, or may result in the cessation of our operations or portions of our operations or impositions of fines and restrictions on our ability to carry on or expand our operations. Moreover, our compliance with privacy laws and regulations and our reputation depend in part on our customers’ adherence to privacy laws and regulations and their use of our services in ways consistent with consumer expectations and
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regulatory requirements. Certain of the laws and regulations governing our business are subject to interpretation by judges, juries and administrative entities, creating substantial uncertainty for our business. We cannot predict what effect the interpretation of existing or new laws or regulations may have on our business. See “Business-Legal and Regulatory Matters.”
Regulatory oversight of our contractual relationships with certain of our customers may adversely affect our business.
Regulatory guidance to financial institutions like national banks (e.g., from The Office of the Comptroller of the Currency’s (the “OCC”)) on assessing and managing risks associated with third-party relationships, which include all business arrangements between a bank and another entity, by contract or otherwise, requires banks to exercise comprehensive oversight throughout each phase of a bank’s business arrangement with third-party service providers, and instructs banks to adopt risk management processes commensurate with the level of risk and complexity of its third-party relationships. The OCC and other regulators expect especially rigorous oversight of third-party relationships that involve certain “critical activities,” which include significant bank functions or significant shared services or other activities that could have a major impact on a bank’s operations. In light of this guidance, our existing or potential financial services customers subject to regulation may continue to revise their third-party risk management policies and processes and the terms on which they do business with us, which may adversely affect our relationship with such customers.
The outcome of litigation, inquiries, investigations, examinations or other legal proceedings in which we are involved, in which we may become involved, or in which our customers or competitors are involved could subject us to significant monetary damages or restrictions on our ability to do business.
Legal proceedings arise frequently as part of the normal course of our business. These may include individual consumer cases, class action lawsuits and inquiries, investigations, examinations, regulatory proceedings or other actions brought by federal or state authorities or by consumers. The scope and outcome of these proceedings is often difficult to assess or quantify. Plaintiffs in lawsuits may seek recovery of large amounts and the cost to defend such litigation may be significant. There may also be adverse publicity and uncertainty associated with investigations, litigation and orders (whether pertaining to us, our customers or our competitors) that could decrease customer acceptance of our services or result in material discovery expenses. In addition, a court-ordered injunction or an administrative cease-and-desist order or settlement may require us to modify our business practices or may prohibit conduct that would otherwise be legal and in which our competitors may engage. Many of the technical and complex statutes to which we are subject, including state and federal credit reporting, medical privacy and financial privacy requirements, may provide for civil and criminalpenalties and may permit consumers to maintain individual or class action lawsuits against us and obtain statutory and punitivedamages. Additionally, our customers might face similar proceedings, actions or inquiries, which could affect their business and, in turn, our ability to do business with those customers. While we do not believe that the outcome of any pending or threatened legal proceeding, investigation, examination or supervisory activity will have a material adverse effect on our financial position, such events are inherently uncertain and adverse outcomes could result in significant monetary damages, penalties or injunctive relief against us.
See Part II, Item 8, “Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements,” Note 20, “Contingencies” for information regarding our legal proceedings.
We currently use, and will continue to invest in the use of, AI Technologies, which use is subject to a continuously evolving regulatory landscape. The evolving regulatory landscape may impac t our use of AI Technologies, require additional compliance measures and changes to our operations and processes, which could result in increased compliance costs and potential increases in civil claimsagainst us, and could adversely affect our business, operations and financial condition.
We use AI Technologies throughout our business, and are making, and will continue to make, significant investments in this area. For example, we use AI Technologies to build, enhance and analyze predictive and prescriptive models for specific customers and to automate and improve the efficiency of our business internally. Additionally, the regulatory framework for AI Technologies is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations.
In the United States, legislation related to AI Technologies has been introduced at the federal level and 46 states have passed at least one law relating to AI Technologies. For example, the California Privacy Protection Agency finalized regulations under the California Consumer Privacy Act, which will become effective over the course of 2026 through 2027, regarding the use of automated decision-making. California also enacted 17 new laws in 2024 that further regulate use of AI Technologies and provide consumers with additional protections around companies’ use of AI Technologies, such as requiring companies to disclose certain uses of generative AI. Other states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which requires developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.
In Europe, on August 1, 2024, the EU AI Act came into effect, establishing a comprehensive, risk-based governance framework for AI in the EU market. The majority of the substantive requirements will apply beginning in August 2026. The EU AI Act
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applies to companies that develop, use and/or provide AI in the EU and—depending on the AI use case—includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and fines for breach.
It is also possible that further new laws and regulations will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business and the way in which we use AI Technologies.
We have a comprehensive AI risk management framework that includes governance standards, risk assessments, and compliance measures designed to mitigate potential adverse consequences from AI Technologies. However, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations. As such, these laws and regulations may affect our use of AI Technologies and our ability to provide, improve or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claimsagainst us, and could adversely affect our business, operations and financial condition.
Risks Related to Global Operations
Our ability to expand our operations in, and the portion of our revenue derived from, markets outside the United States is subject to economic, political and other inherent risks, which could adversely impact our growth rate and financial performance.
Over the last several years, we have derived a growing portion of our revenues from customers outside the United States, and it is our intent to continue to expand our international operations, including our planned acquisition in Mexico. We have sales and technical support personnel in numerous countries worldwide. We expect to continue to add personnel internationally to expand our abilities to deliver differentiated services to our international customers. Expansion into international markets will require significant resources and management attention and will subject us to new regulatory, economic and political risks. Moreover, the services we offer in developed and emerging markets must match our customers’ demand for those services. Due to price, limited purchasing power and differences in the development of consumer credit markets, there can be no assurance that our services will be accepted in any particular developed or emerging market, and we cannot be sure that our international expansion efforts will be successful. The results of our operations and our growth rate could be adversely affected by a variety of factors arising out of international commerce, some of which are beyond our control. These factors include:
• currency exchange rate fluctuations;
• foreign exchange controls that might prevent us from repatriating cash to the United States;
• difficulties in managing and staffing international offices;
• increased travel, infrastructure, legal and compliance costs of multiple international locations;
• foreign laws and regulatory requirements;
• terrorist activity, natural disasters and other catastrophic events;
• restrictions on the import and export of technologies;
• difficulties in enforcing contracts and collecting accounts receivable;
• longer payment cycles;
• failure to meet quality standards for outsourced work;
• unfavorable tax rules;
• political and economic conditions in foreign countries, particularly in emerging markets, and between countries;
• foreign trade policies;
• the presence and acceptance of varying level of business corruption in international markets;
• varying business practices in foreign countries; and
• reduced protection for intellectual property rights.
For example, in 2025, reported revenue from our International segment increased 4.4% including the impact of foreign currencies, or 3.6% on a constant currency basis which excludes the impact of foreign currencies. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Years Ended December 31, 2025, 2024 and 2023-Revenue-International Segment.” As we continue to expand our business, our success will partially depend on our ability to anticipate and effectively manage these and other risks. Our failure to manage these risks could adversely affect our business, financial condition and results of operations.
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We face geopolitical and other risks associated with our international operations, which could materially adversely impact our results of operations and our financial condition.
We conduct operations in over 30 countries and, in the fiscal year ended December 31, 2025, approximately 22% of our reported revenue was derived by our international operations based on where it was earned, which subjects us to various risks inherent in global operations. We may conduct business in additional foreign jurisdictions in the future, which may carry operational risks. At any particular time, our global operations may be affected by local changes in laws, regulations, and political and economic environments, including inflation, recession, currency volatility, and competition, as well as business and operational decisions made by joint venture partners.
Furthermore, geopolitical dynamics caused by political, economic, social or other conditions in foreign countries and regions may impact our business and results of operations. Significantly higher and sustained rates of inflation, with subsequent increases in operational costs, could have a material adverse effect on our business, financial position and results of operations. The continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war and other events (such as economic sanctions and trade restrictions) may cause further disruptions to the economies of the United States and other countries and create further uncertainties or could otherwise negatively impact our business, operating results, and financial condition.
Changes or uncertainty in U.S. policies or policies in other countries and regions in which we do business, including any changes or uncertainty with respect to U.S. or international trade policies or tariffs, also can disrupt our global operations, as well as our customers and suppliers, in a particular location and may require us to spend more money to source certain products or materials that we purchase. Any of these factors could adversely affect our business, financial position, and results of operations.
Risks Related to Intellectual Property
We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices. We also rely on trade secrets and other forms of unpatented intellectual property that may be difficult to protect.
Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology and services. If we are unable to protect our intellectual property, including trade secrets and other unpatented intellectual property, our competitors could use our intellectual property to market and deliver similar services, decreasing the demand for our services. We rely on the patent, copyright, trademark, trade secret and other intellectual property laws of the United States and other countries, as well as contractual restrictions, such as nondisclosure agreements, to protect and control access to our proprietary intellectual property. These measures afford limited protection, however, and may be inadequate. We may be unable to prevent third parties from using our proprietary assets without our authorization or from breaching any contractual restrictions with us. Enforcing our rights could be costly, time-consuming, distracting and harmful to significant business relationships. Claims that a third party illegally obtained and is using trade secrets can be difficult to prove, and courts outside the United States may be less willing to protect trade secrets. Additionally, others may independently develop non-infringing technologies that are similar or superior to ours. Any significant failure or inability to adequately protect and control our proprietary assets may harm our business and reduce our ability to compete.
We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain services.
There has been substantial litigation in the United States regarding intellectual property rights in the information technology industry. We cannot be certain that we do not infringe on the intellectual property rights of third parties, including the intellectual property rights of third parties in other countries, which could result in a liability to us. Historically, patent applications in the United States and some foreign countries have not been publicly disclosed until eighteen months following submission of the patent application, and we may not be aware of currently filed patent applications that relate to our products or processes. If patents are later issued on these applications, we may be liable for infringement. In the event that claims are asserted against us, we may be required to obtain licenses from third parties (if available on acceptable terms or at all). Any such claims, regardless of merit, could be time consuming and expensive to litigate or settle, divert the attention of management and materially disrupt the conduct of our business, and we may not prevail. Intellectual property infringementclaimsagainst us could subject us to liability for damages and restrict us from providing services or require changes to certain products or services. Although our policy is to obtain licenses or other rights where necessary, we cannot provide assurance that we have obtained all required licenses or rights. If a successful claim of infringement is brought against us and we fail to develop non-infringing products or services, or to obtain licenses on a timely and cost-effective basis, our reputation, business, financial condition and results of operations could be adversely affected.
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Risks Related to Our Growth Strategy
When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we face risks that may adversely affect our business.
We have acquired and may continue to acquire or make investments in businesses that offer complementary services and technologies. Acquisitions may not be completed on favorable terms and acquired assets, data or businesses may not be successfully integrated into our operations. Even if we devote substantial management attention and resources to integrating acquired businesses in order to fully realize the anticipated benefits of such acquisitions, the businesses and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than we originally anticipated. Acquisitions involve significant risks and uncertainties, including:
• failing to achieve the financial and strategic goals for the acquired business;
• paying more than fair market value for an acquired company or assets;
• failing to integrate the operations and personnel of the acquired businesses in an efficient and timely manner;
• difficulties associated with the implementation and maintenance of internal controls required pursuant to the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), including over acquired businesses not previously subject to the requirements of the Sarbanes-Oxley Act;
• disrupting our ongoing businesses, including loss of sales;
• distracting management focus from our existing businesses;
• assumption of unanticipated or contingent liabilities;
• failing to retain key personnel;
• incurring the expense of an impairment of assets due to the failure to realize expected benefits;
• damaging relationships with employees, customers or strategic partners;
• diluting the share value of existing stockholders; and
• incurring additional debt or reducing available cash to service our existing debt.
We evaluate and may in the future divest certain assets or businesses that no longer fit with our growth strategy. Divestitures involve significant risks and uncertainties, including:
• disrupting our ongoing businesses;
• failure to effectively transfer liabilities, contracts, facilities and employees to buyers;
• reducing our revenues;
• losing key personnel;
• distracting management focus from our existing businesses;
• the possibility that we will become subject to third-party claims arising out of such divestiture;
• indemnification claims for breaches of representations and warranties in sale agreements;
• damaging relationships with employees and customers as a result of transferring a business to new owners; and
• failure to close a transaction due to conditions such as financing or regulatory approvals not being satisfied.
These risks could harm our business, financial condition or results of operations, particularly if they occur in the context of a significant acquisition or divestiture. In addition, changes in laws and regulations following a significant acquisition or divestiture could adversely impact our business, financial condition, results of operations and growth prospects. Additional acquisitions of businesses having a significant presence outside the United States will further increase our exposure to the risks of conducting operations in international markets.
We depend, in part, on strategic alliances, joint ventures and acquisitions to grow our business. If we are unable to make strategic acquisitions and develop and maintain these strategic alliances and joint ventures, our growth may be adversely affected.
An important focus of our business is to identify business partners who can enhance our services and enable us to develop solutions that differentiate us from our competitors. We have entered into several alliance agreements or license agreements with respect to certain of our data assets and services and may enter into similar agreements in the future. These arrangements may require us to restrict our use of certain of our technologies among certain customer industries, or to grant licenses on terms that ultimately may prove to be unfavorable to us, either of which could adversely affect our business, financial condition or results of operations. Relationships with our alliance agreement partners may include risks due to incomplete information regarding the marketplace and commercial strategies of our partners, and our alliance agreements or other licensing agreements
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may be the subject of contractual disputes. If we or our alliance agreements’ partners are not successful in maintaining or commercializing the alliance agreements’ services, such commercial failure could adversely affect our business.
In addition, a significant strategy for our international expansion is to establish operations through strategic alliances or joint ventures with local financial institutions and other partners. We cannot provide assurance that these arrangements will be successful or that our relationships with our partners will continue to be mutually beneficial. If these relationships cannot be established or maintained, it could negatively impact our business, financial condition and results of operations. Moreover, our ownership in and control of our foreign investments may be limited by local law.
We also selectively evaluate and consider acquisitions as a means of expanding our business and entering into new markets. We may not be able to acquire businesses we target due to a variety of factors such as competition from companies that are better positioned to make the acquisition. Our inability to make such strategic acquisitions could restrict our ability to expand our business and enter into new markets which would limit our ability to generate future revenue growth. Additionally, given some of our equity interests in various companies, we may be limited in our ability to require or influence such companies to make acquisitions or take other actions that we believe to be in our or their best interests. Our inability to take such actions could have a material impact on our revenues or earnings.
Risks Related to Our Indebtedness
We have a substantial amount of debt which could adversely affect our financial position and prevent us from fulfilling our obligations under the debt instruments.
As of December 31, 2025 , the book value of our debt w as approximately $5.1 billion primarily consisting of outstanding borrowings under Trans Union LLC’s senior secured credit facility. We may also incur significant additional indebtedness in the future. Our substantial indebtedness may:
• make it difficult for us to satisfy our financial obligations, including with respect to our indebtedness;
• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
• limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
• require us to use a substantial portion of our cash flow from operations to make debt service payments;
• expose us to the risk of increased interest rates as certain of our borrowings, including Trans Union LLC’s senior secured credit facility, are at variable rates of interest;
• limit our ability to pay dividends;
• limit our flexibility to plan for, or react to, changes in our business and industry;
• place us at a competitive disadvantage compared with our less-leveraged competitors; and
• increase our vulnerability to the impact of adverse economic and industry conditions.
In addition, the credit agreement governing Trans Union LLC’s senior secured credit facility contains restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our debt.
Despite our current level of indebtedness, we may still be able to incur additional indebtedness. This could increase the risks associated with our substantial indebtedness.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the credit agreement govern our debt limit, but do not prohibit, us or our subsidiaries from incurring additional indebtedness, and any additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional debt, the priority of that debt may impact the ability of existing debt holders to share ratably in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us, subject to collateral arrangements. These restrictions will also not prevent us from incurring obligations that do not constitute indebtedness. 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 $1.0 billion and 100% of consolidated EBITDA, as defined in the credit agreement, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25 to 1.0, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. If new indebtedness is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.
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We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments due on our debt obligations or to refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control as discussed above. Our total scheduled principal repayments of debt made in 2025 and 2024 were $78.5 million and $48.9 million, respectively. Our total interest expense for 2025 and 2024 was $235.8 million and $265.2 million, respectively. We may be unable to maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flow and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to implement any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The credit agreement governing Trans Union LLC’s senior secured credit facility restricts our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. In addition, under the covenants of the credit agreement governing our senior secured credit facility, TransUnion Intermediate Holdings, Inc., our wholly-owned subsidiary, is restricted from making certain payments, including dividend payments to TransUnion, subject to certain exceptions.
Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations.
If we cannot make our scheduled debt payments, we will be in default and all outstanding principal and interest on our debt may be declared due and payable, the lenders under Trans Union LLC’s senior secured credit facility could terminate their commitments to loan money, Trans Union LLC’s secured lenders (including the lenders under Trans Union LLC’s senior secured credit facility) could forecloseagainst the assets securing their borrowings and we could be forced into bankruptcy or liquidation.
Risks Related to Ownership of Our Common Stock
Our stock price has recently been volatile, and may continue to be volatile and/or decline, regardless of our operating performance, and you may not be able to resell shares of our common stock at or above the price you paid or at all.
In the recent past, our stock price has been volatile and has declined due to a number of factors, including the deteriorating macroeconomic environment, changing expectations about our future revenue and operating results, and softening of the forward-looking guidance we have provided. The financial markets have at various times experienced significant price and volume fluctuations that have impacted the stock prices of many companies in the broader markets and in our industry in particular. These broad market and industry-specific fluctuations, as well as deteriorating macroeconomic conditions, could have a material adverse effect on our results of operations, financial condition and stock price. We reconcile the fair value of our reporting units to our market capitalization during our annual goodwill impairment test, which we conduct more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. A decrease in our market capitalization could be an indicator that one or more of our reporting units has a goodwill impairment.
This market volatility, as well as general economic, market or political conditions, could adversely affect the market price of our common stock, regardless of our actual operating performance, and you may not be able to resell your shares at or above the price you paid. In addition to the risks described in this section, several factors that could cause the price of our common stock to fluctuate significantly include, among others, the following, most of which we cannot control:
• quarterly variations in our operating results compared to market expectations;
• guidance that we provide to the public, any changes in this guidance or our failure to meet this guidance;
• changes in preferences of our customers;
• announcements of new products or significant price reductions by us or our competitors;
• size of our public float;
• stock price performance of our competitors;
• publication of research reports about our industry;
• changes in market valuations of our competitors;
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• fluctuations in stock market prices and volumes;
• default on our indebtedness;
• actions by our competitors;
• changes in senior management or key personnel;
• changes in financial estimates by securities analysts;
• negative earnings or other announcements by us or other credit reporting agencies;
• downgrades in our credit ratings or the credit ratings of our competitors;
• issuances of capital stock or future sales of our common stock or other securities;
• investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives;
• the public response to press releases or other public announcements by us or third parties, including our filings with the SEC;
• announcements relating to litigation;
• the sustainability of an active trading market for our stock;
• changes in accounting principles;
• global economic, legal and regulatory factors unrelated to our performance; and
• other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.
In addition, price volatility may be greater if the public float and trading volume of our common stock is low, and the amount of public float on any given day can vary depending on whether our stockholders choose to hold their shares for the long term.
In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigationagainst us could result in substantial costs and divert our management’s attention from other business concerns, which could seriouslyharm our business.
Our business and operations are exposed to risks arising from developments and trends associated with climate change and other sustainability matters, including risks associated with our own reporting or other initiatives.
There are inherent environmental, including climate-related risks, wherever business is co nducted. Various meteorological phenomena and extreme weather events may directly or indirectly disrupt our operations or those of our suppliers or infrastructure on which we rely, require us to incur additional operating or capital expenditures or otherwise adversely impact our business, financial condition, or results of operations. While we may take various actions to mitigate our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks. Any significant failure, compromise, interruption or a significant slowdown of operations, whether as a result of climate change or otherwise, may impair our ability to deliver our products and services.
There is also scrutiny from various stakeholders on companies’ management of climate, human capital, and other sustainability matters. Such scrutiny may result in increased costs, changes in demand, enhanced compliance or disclosure obligations, increased legal exposure or other adverse impacts on our business, financial condition or results of operations. Additionally, stakeholder expectations are not uniform and, at times, may conflict. For example, while some policymakers have adopted or are considering adopting requirements for sustainability-related disclosures or other substantive requirements on sustainability matters, other policymakers have taken actions to constrain companies’ consideration of such matters. Both advocates and opponents of sustainability matters are engaging in increased activism, including litigation and media campaigns, to advocate their perspectives. Changing market dynamics and other global and domestic policy developments also have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations.
We engage in various initiatives (including disclosures) to address sustainability matters and stakeholder expectations across the various locations where we do business. However, such initiatives may be costly and may not have the desired effect. Many of our initiatives, including targets and disclosures, are informed by methodologies, standards, and data that continue to evolve, are subject to varying interpretations, and are often subject to factors outside of our control. As with other companies, our approach to such matters evolves over time, and we cannot guarantee that our approach will align with the expectations or preferences of any particular stakeholder. Moreover, actions or statements that we may make based on expectations, assumptions, calculation methodologies or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. For example, there have been increasingly nuanced allegations
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against companies making significant sustainability claims due to a variety of perceived deficiencies in disclosure, methodology, or performance, including as stakeholder perceptions of sustainability continue to evolve. Our disclosures on these matters, a failure to satisfy evolving stakeholder expectations for sustainability matters, a failure to successfully navigate competing stakeholder expectations, or a failure or perceived failure to meet our commitments or targets on our established timeline may potentially harm our reputation, result in adverse stakeholder engagements, or otherwise adversely impact our business, financial condition or results of operations.
Anti-takeover provisions in our organizational documents might discourage, delay or prevent acquisition attempts for us that you might consider favorable.
Certain provisions of our third amended and restated certificate of incorporation and fifth amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.
These provisions provide for, among other things:
• the ability of our Board to issue one or more series of preferred stock;
• advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; and
• certain limitations on convening special stockholder meetings.
The anti-takeover provisions discussed above could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
Our ability to pay cash dividends may be limited by the terms of our secured credit facility.
In February 2018, our Board approved a dividend policy pursuant to which we intend to pay quarterly cash dividends on our common stock. The terms of our senior secured credit facility impose certain limitations on our ability to pay dividends. We may, however, declare and pay cash dividends up to an unlimited amount unless a default or event of default exists under the senior secured credit facility. Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.
There can be no assurance that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all.
Our share repurchase program may change from time to time, and we may not repurchase shares in any particular amounts, in amounts consistent with historical practice, or at all. Our repurchase program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares and the timing and amount of repurchases, if any, will depend on several factors, including market and business conditions, applicable debt covenants, the timing and amount of cash proceeds from asset dispositions, the timing and amount of any tax-planning matters, the trading price of our common stock, the nature of other investment opportunities, and other factors as our Board may deem relevant from time to time. Repurchase activity could have a negative effect on our stock price, increase volatility, or fail to enhance stockholder value.
General Risks
Economic and other conditions may adversely impact the valuation of our assets resulting in impairment charges that could have a material adverse impact on our results from operations.
We have significant amounts of goodwill and intangible assets. On a regular basis, we evaluate our assets for impairment based on various factors, including actual operating results and expected trends of projected revenues, profitability and cash flows. As of December 31, 2025, our Consolidated Balance Sheet included goodwill of $5,259.5 million and other net intangibles of $3,098.5 million. We conduct a goodwill impairment test in the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. 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 impairment is more likely than not for any reporting unit, we perform a quantitative impairment test for that reporting unit. 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.
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We believe the assumptions that we use in our qualitative and quantitative analysis are reasonable and consistent with assumptions that would be used by other marketplace participants. However, such assumptions are inherently uncertain. During times of economic distress, declining demand and declining earnings could lead to us to have less favorable estimates of our future cash flows, discount rates or market multiples. Such changes could lead to lower estimated fair values of our reporting units, which could lead to a material impairment charge. In certain markets where we operate, macroeconomic conditions are unfavorable. If these unfavorable macroeconomic conditions persist longer than we currently expect, or are worse than we currently expect, our estimates of revenue growth rates and EBITDA margins would decline, which could lead to an impairment of goodwill. For example, during 2023, inflationary pressures and rising interest rates in the U.K. resulted in a goodwill impairment of $414 million in our United Kingdom reporting unit.
Any change to the conclusion of our reporting units or the aggregation of components within our reporting units could result in a different outcome to our annual impairment test. See Part II, Item 7, “Management Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Goodwill” for further information.
If we fail to implement and maintain proper and effective internal controls over financial reporting, our ability to produce accurate financial statements on a timely basis could be impaired, which could cause investors to lose confidence in our reported financial information and have a negative effect on our stock price.
Ensuring that we have adequate internal financial and accounting controls and proc edures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be reevaluated frequently. Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). A control, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control’s objectives will be met. Because of the inherent limitations in all controls, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected. Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud. Any failure to maintain or implement new or improved controls over financial reporting could result in material weaknesses or result in the failure to detect or prevent material misstatements in our financial statements, which could cause investors to lose confidence in our reported financial information and harm our stock price.
Natural disasters, pandemics, terrorist acts, war, actions by governments, and other geopolitical activities could disrupt our operations.
We operate in numerous U.S. and international locations, and we have offices in a number of major cities across the globe. The occurrence of, or concerns related to, a major weather event, earthquake, hurricane, flood, drought, volcanic activity, disease or pandemic, or other natural disaster could significantly disrupt our operations. In addition, acts of civil unrest, failure of critical infrastructure, terrorism, war and armed conflict (including the ongoing conflicts in the Middle East, India, Ukraine and Russia), and abrupt political change, as well as responses by various governments and the international community to such acts, can have a negative effect on our business. Such events could impede delivery of our products and services to our clients, disrupt or shut down the internet or other critical client-facing and business processes, impede the travel of our personnel and clients, dislocate our critical internal functions and personnel, and in general harm our ability to conduct normal business operations, any of which can negatively impact our financial condition and operating results. Such events could also impact the business of our clients, which could materially adversely affect our business.
We may not be able to attract and retain the skilled employees that we need to support our business.
Our success depends on our ability to attract and retain experienced management, sales, research and development, analytics, marketing and technical support personnel. If any of our key personnel were unable or unwilling to continue in their present positions, it may be difficult to replace them and our business could be seriouslyharmed. If we are unable to find qualified successors to fill key positions as needed, our business could be seriouslyharmed. The complexity of our services requires trained customer service and technical support personnel. We may not be able to hire and retain such qualified personnel at compensation levels consistent with our compensation structure. Some of our competitors may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expense replacing employees and our ability to provide quality services could diminish, resulting in a material adverse effect on our business.
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We are subject to losses from risks for which we do not insure.
For certain risks, we do not maintain insurance coverage because of cost and/or availability. Because we retain some portion of insurable risks, and in some cases retain our risk of loss completely, unforeseen or catastrophiclosses in excess of insured limits could materially adversely affect our business, financial condition and results of operations.
If we experience changes in tax laws or adverse outcomes resulting from examination of our tax returns, it could adversely affect our results of operations.
We are subject to federal, state and local income and other taxes in the United States and in foreign jurisdictions. From time to time the United States federal, state, local and foreign governments make substantive changes to tax rules and the application thereof, which could result in materially different corporate taxes than would be incurred under existing tax law or interpretation and could adversely impact profitability. Governments have strengthened their efforts to increase revenues through changes in tax law, including laws regarding transfer pricing, economic presence and apportionment to determine the tax base.
Consequently, significant judgment is required in determining our worldwide provision for income taxes. Our future effective tax rates and the value of our deferred tax assets could be adversely affected by changes in tax laws, as well as changes in our business operations. Our future provision for income taxes could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes to our transfer pricing methodologies, changes in the valuation of our deferred tax assets and liabilities, including net operating losses, or changes in determinations regarding the jurisdictions in which we are subject to tax. In addition, we are subject to the examination of our income tax returns and other tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes and reserves for other taxes. Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in tax laws, or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition and results of operations.
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innovative
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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• 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 disruptions 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 better reflection of our ongoing cost structure. These costs are primarily reported in cost of services and therefore do not include amounts that are capitalized as internally developed software.
• 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.
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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
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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:
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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
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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.
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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
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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
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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.
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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.
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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
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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.
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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.
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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
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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
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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 punitivedamages, 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 adverse outcome in certain of these matters
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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.”
