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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, TransUnion’s audited consolidated financial statements, the accompanying notes, “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as the unaudited consolidated financial statements and the related notes presented in Part I, Item 1, of this Quarterly Report on Form 10-Q.
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 II, Item 1A, “Risk Factors.”
References in this discussion and analysis to the “Company,” “we,” “us,” and “our” refer to TransUnion and its direct and indirect subsidiaries, including TransUnion Intermediate Holdings, Inc. and Trans Union LLC.
Overview
TransUnion is a leading global information and insights company that makes trust possible between businesses and consumers, helping people around the world access opportunities that can lead to a higher quality of life. That trust is built on TransUnion’s ability to deliver safe, innovative solutions with credibility and consistency. We call this Information for Good.
We have built robust data and analytics assets for a large portion of the adult population in the markets we serve. We use our OneTru solution enablement platform to centralize data management, identity resolution, artificial intelligence (“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 Public 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 I, Item 1 “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 14, “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
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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.
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 Trends
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.
In February 2026, the United States and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the region. Although we do not have material operations in the Middle East, the ongoing conflict has, and is likely to continue to have, an impact on global energy prices, inflation, consumer spending, market volatility, and overall macroeconomic conditions. The ongoing uncertainty about the conflict will continue to impact these effects in an unpredictable way. These factors form part of the broader macroeconomic environment in which inflation has remained above the U.S. Federal Reserve’s (the “Fed”) long-term target, prompting the Fed to maintain the federal funds rate during the first six months of 2026 after cutting rates by 75 basis points in the last four months of 2025. The federal funds rate remains elevated, relative to levels during the first half of 2025 and to historical norms over the past 15 years, and is expected to remain elevated given macroeconomic concerns arising from conflict in the Middle East. Higher interest rates have slowed demand for consumer and auto loans, and have had a more pronounced impact on the housing sector, where higher borrowing rates impact home affordability, driving down purchase activity, and demand for mortgage loan refinancing. However, mortgage rates are not directly tied to the federal funds rate but instead are tied to the 10-year Treasury rate. During the first two months of the year, the 10-year treasury rate declined modestly, before rising over the remainder of the six-month period, reflecting general macroeconomic concerns stemming from the ongoing conflict in the Middle East. As a result, 30-year mortgage rates remained elevated at June 30, 2026, which continues to suppress activity in the housing sector.
Macro-economic conditions in the U.K. and Canada were relatively stable in the first quarter of 2026 and showed signs of recovery following a weaker final quarter of 2025. However, the conflict in the Middle East and the resulting increase in energy prices has renewed inflationary pressures and heightened consumer uncertainty, which may have impacted economic growth and consumer sentiment in the second quarter. In India, the economy is highly sensitive to energy prices. While economic growth in India remained strong in the first quarter of 2026, the Reserve Bank of India has held its interest rates steady in the second quarter citing lower growth expectations and increased inflation projections, which could slow credit expansion. Globally, many central banks have paused further policy interest rate cuts, reflecting inflationary pressures, including those associated with higher energy prices, which may impact consumer credit demand.
The U.S. has continued to take actions related to import tariffs, the impacts of which remain uncertain and continue to contribute to market volatility. While trade negotiations and legal challenges are ongoing, these actions have led to increased market volatility and uncertainty making the impact difficult to forecast. 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. Despite the early implementation of higher tariffs having a lower-than-expected impact on U.S. inflation rates in 2025 and so far in 2026, 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.
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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.
Effects of Inflation
We believe that elevated levels of inflation have had, and periods of renewed inflationary pressure could continue to have, a negative impact on our business and results of operations, including decreased demand for our services. Following significant reductions in inflation from peak levels reached in 2022 and 2023, the Fed and several international central banks began lowering interest rates in 2024 and 2025, and have indicated that future policy actions will remain data-dependent. Interest rates remain elevated relative to historic levels, which 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 periods:
Transformation Plan
As of the end of 2025, we completed the transformation plan to optimize our operating model and continue to advance our technology. The operating model optimization program transitioned certain job responsibilities to our GCCs and reduced our facility footprint. 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 incurred a total of $373.4 million in pre-tax expenses related to the two initiatives from the fourth quarter of 2023 through the end of 2025, consistent with our overall expectations.
See Part I, Item 1, “Financial Information – Notes to Unaudited Consolidated Financial Statements,” Note 8, “Other Current Liabilities” for additional information about our restructuring expenses and “Results of Operations – Non-GAAP Measures” for additional details of the composition of these expenses.
Mobile division of RealNetworks LLC
On April 1, 2026, we acquired the mobile division of RealNetworks LLC (“RealNetworks’) to augment our communications solutions capabilities. The total estimated purchase consideration for the acquisition was $25.8 million, funded from cash on hand, and purchase consideration is pending final customary purchase price adjustments. We accounted for this transaction as a business combination in accordance with ASC Topic 805, Business Combinations. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about this transaction.
Trans Union de Mexico Acquisition
On March 2, 2026, we acquired approximately a 68% equity interest in Trans Union de Mexico for total cash consideration of $659.7 million. Prior to the transaction, we owned approximately a 26% equity interest that was accounted for under the equity method. Our total equity interest upon closing was approximately 94%, representing a controlling financial interest and resulting in the consolidation of Trans Union de Mexico. We accounted for the transaction as a step acquisition in accordance with ASC Topic 805, Business Combinations. Accordingly, we remeasured our initial 26% investment at a fair value of $247.4 million resulting in a non-taxable gain of $225.5 million recorded within gain on acquisition of affiliate in the Consolidated Statement of Operations.
The acquisition was funded primarily with proceeds from our Senior Secured Revolving Credit Facility and cash on hand. See Note 10, “Debt,” for additional information about our Senior Secured Revolving Credit Facility. There was no contingent consideration related to this transaction.
Trans Union de Mexico’s results of operations subsequent to the acquisition date are reflected in the Latin America reporting unit in our International segment for the three and six months ended June 30, 2026, which affects the comparability of results to prior year periods. See Part I, Item 1, Note 2 “Business Acquisitions” for further information about this transaction.
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Monevo Acquisition
On April 1, 2025, we gained control of Monevo Limited (“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. 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 three and six months ended June 30, 2026, which affects the comparability of results to prior year periods. See Part I, Item 1, Note 2 “Business Acquisitions” 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 I, Item 1, “Financial Information – Notes to Unaudited Consolidated Financial Statements,” Note 15, “Contingencies” for additional information about this matter.
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 share repurchase plan authorization up to $1.0 billion (including amounts repurchased as of such date under the 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. See Part I, Item I, Note 1, “Significant Accounting Policies” for additional information about this matter.
Debt
On February 11, 2026, we executed Amendment No. 25 to the Senior Secured Credit Facility, pursuant to which we increased our borrowing capacity under the Senior Secured Revolving Credit Facility to $1.0 billion. All other key terms of the Senior Secured Revolving Credit Facility remained unchanged. We used proceeds from the Senior Secured Revolving Credit Facility to fund a portion of the cash purchase price of Trans Union de Mexico, as further discussed in Note 2, “Business Acquisitions.”
During the second quarter of 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 Loans or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of $1,226.2 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.
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.
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Cost of Services
Cost of services includes product and fulfillment costs, such as 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.
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 —Three Months Ended June 30, 2026 and 2025
(Tabular amounts in millions, except per share amounts)
For the three and six months ended June 30, 2026 and 2025, our results of operations were as follows:
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 vs. 2025 2026 vs. 2025
2026 2025 $ % 2026 2025 $ %
Revenue $ 1,309.6 $ 1,139.7 $ 169.9 14.9 % $ 2,555.3 $ 2,235.5 $ 319.8 14.3 %
Operating expenses
Cost of services (exclusive of depreciation and amortization below) 544.6 469.9 74.8 15.9 % 1,064.1 915.5 148.6 16.2 %
Selling, general and administrative 346.5 335.0 11.5 3.4 % 675.5 591.8 83.8 14.2 %
Depreciation and amortization 160.5 142.7 17.8 12.5 % 312.9 281.6 31.3 11.1 %
Total operating expenses 1,051.6 947.5 104.1 11.0 % 2,052.5 1,788.9 263.6 14.7 %
Operating income 258.0 192.2 65.8 34.2 % 502.8 446.6 56.2 12.6 %
Non-operating income and (expense)
Interest expense (65.9) (55.7) (10.2) 18.3 % (127.9) (111.8) (16.1) 14.4 %
Interest income 7.0 8.8 (1.8) (20.1) % 14.2 17.3 (3.1) (18.2) %
Earnings from equity method investments 0.9 5.0 (4.1) (82.3) % 7.4 9.3 (1.9) (20.5) %
Gain on acquisition of affiliate — — — nm 225.5 — 225.5 nm
Other income and (expense), net 1.5 6.6 (5.0) (76.6) % 7.7 (10.8) 18.5 nm
Total non-operating income and (expense) (56.5) (35.4) (21.1) 59.5 % 126.8 (96.0) 222.8 nm
Income before income taxes 201.5 156.8 44.7 28.5 % 629.6 350.5 279.0 79.6 %
Provision for income taxes (54.8) (44.4) (10.4) 23.4 % (82.4) (85.4) 3.0 (3.5) %
Net income 146.7 112.4 34.4 30.6 % 547.2 265.1 282.0 nm
Less: net income attributable to noncontrolling interests (3.4) (2.8) (0.6) 22.0 % (6.7) (7.4) 0.8 (10.3) %
Net income attributable to TransUnion $ 143.4 $ 109.6 $ 33.8 30.8 % $ 540.5 $ 257.7 $ 282.8 nm
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
Revenue
For the three and six months ended June 30, 2026 revenue increased $169.9 million, or 14.9%, and $319.8 million, or 14.3%, respectively, compared with the same periods in 2025, due to growth in both segments and revenue from recent acquisitions, which contributed 4.9% and 3.6% of the growth in each respective period. The impact of foreign currency on organic revenue was negligible.
Operating Expenses
Cost of Services
For the three months ended June 30, 2026, cost of services increased $74.8 million compared with the same period in 2025. The increase was due primarily to:
•an increase of approximately $75.0 million in product and fulfillment costs due primarily to an increase in certain product cost pricing, including FICO mortgage royalties in our U.S. Markets segment, costs from our recent acquisitions, and an increase in volume in both segments; and
•an increase of approximately $8.0 million in labor costs, including labor costs from our recent acquisitions,
partially offset by:
•a decrease of approximately $7.0 million in technology and communications costs, due primarily to our accelerated technology investment program, which ended in 2025, partially offset by an increase in cloud costs.
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For the six months ended June 30, 2026, cost of services increased $148.6 million compared with the same period in 2025. The increase was due primarily to:
•an increase of approximately $155.0 million in product and fulfillment costs due primarily to an increase in certain product cost pricing, including FICO mortgage royalties in our U.S. Markets segment, costs from our recent acquisitions, and an increase in volume in both segments; and
•an increase of approximately $8.0 million in labor costs, including labor costs from our recent acquisitions,
partially offset by:
•a decrease of approximately $17.0 million in technology and communications costs, due primarily to our accelerated technology investment program, which ended in 2025, partially offset by an increase in cloud costs.
Selling, General and Administrative
For the three months ended June 30, 2026, selling, general and administrative expenses increased $11.5 million compared with the same period in 2025. The increase was due primarily to:
•an increase of approximately $16.0 million in labor-related costs, including incentive compensation, primarily stock-based compensation, an increase in salaries including from our recent acquisitions, and an increase in commissions,
partially offset by:
•a decrease of approximately $4.0 million in advertising costs due to a reduction in promotional campaigns in our Consumer Interactive business in U.S. Markets.
For the six months ended June 30, 2026, selling, general and administrative expenses increased $83.8 million compared with the same period in 2025. The increase was due primarily to:
•a $56.0 million reduction of an accrual 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 15, “Contingencies”; and
•an increase of approximately $41.0 million in labor-related costs, including incentive compensation, primarily stock-based compensation, an increase in salaries including from our recent acquisitions, and an increase in commissions,
partially offset by:
•a decrease of approximately $12.0 million in costs related to our operating model optimization program due to the completion of the program in 2025; and
•a decrease of approximately $5.0 million in advertising costs due to a reduction in promotional campaigns in our Consumer Interactive business in U.S. Markets.
Depreciation and Amortization
For the three and six months ended June 30, 2026, depreciation and amortization increased $17.8 million and $31.3 million, respectively, compared with the same periods in 2025, due primarily to the increase in capital expenditures related to our accelerated technology investment initiative over the past few years and incremental intangible asset amortization from our recent acquisitions.
Non-Operating Income and Expense
Interest expense
For the three and six months ended June 30, 2026, interest expense increased $10.2 million and $16.1 million, respectively, compared with the same periods in 2025. The increase was due primarily to the replacement of our hedges in June 2025 and borrowing on our Senior Secured Revolving Credit Facility to fund the acquisition of a majority ownership interest in Trans Union de Mexico, partially offset by a decrease in the average periodic variable interest rate on the unhedged portion of our debt.
Interest income
The decrease in interest income for the three and six months ended June 30, 2026, compared to the prior periods, was due primarily to the settlement of a note receivable in October 2025.
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Gain on acquisition of affiliate
For the six months ended June 30, 2026, we recognized a gain on our acquisition of a majority ownership interest in Trans Union de Mexico, as further discussed in Part I, Note 2, “Business Acquisitions.”
Other income and (expense), net
Other income and (expense), net includes acquisition fees, loan fees, and various other income and expenses.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Other income and (expense), net:
Acquisition fees $ 0.9 $ (2.9) $ 3.8 nm $ (7.6) $ (8.2) $ 0.6 (7.2) %
Debt related expenses (0.5) (0.6) 0.1 (23.2) % (1.0) (1.1) 0.1 (10.5) %
Other income (expense), net 1.1 10.1 (9.0) (89.3) % 16.3 (1.5) 17.8 nm
Total other income and (expense), net $ 1.5 $ 6.6 $ (5.1) (76.6) % $ 7.7 $ (10.8) $ 18.5 nm
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 acquisitions of Monevo, Trans Union de Mexico and the mobile division of RealNetworks. The three months ended June 30, 2026 includes adjustments to estimated acquisition fees.
Debt-related expenses
Debt-related expenses comprise certain debt financing fees in all periods presented.
Other income and (expense), net
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Fair value and impairment adjustments $ 0.3 $ 7.6 $ 15.7 $ (5.0)
Currency remeasurement gains (losses), net 0.5 1.5 (1.1) 2.1
Miscellaneous non-operating income and (expense) 0.3 1.0 1.7 1.4
Total other income (expense), net $ 1.1 $ 10.1 $ 16.3 $ (1.5)
Fair value and impairment adjustments primarily relate to investments in affiliated companies and notes receivable and realized gains on acquisition-related foreign currency forward contracts. Currency remeasurement gains (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 and (expense) includes other miscellaneous non-operating income and expense.
Provision for Income Taxes
Our effective tax rates were 27.2% and 28.3% for the three months ended June 30, 2026 and 2025, respectively. The effective tax rate was lower in 2026 compared to 2025 due primarily to a reduction in valuation allowance related to the realizability of foreign tax credits and favorable tax provisions applicable to certain foreign-source licensing and service income under the provisions of the One Big Beautiful Bill Act (“OBBBA”) that went into effect January 1, 2026. These favorable items were partially offset by the absence of certain non-taxable and foreign tax benefits recognized during the second quarter of 2025 that did not recur in 2026.
Our effective tax rates were 13.1% and 24.4% for the six months ended June 30, 2026 and 2025, respectively. The effective tax rate was lower in 2026 compared to 2025 due primarily to the non-taxable gain on our acquisition of a majority equity interest in Trans Union de Mexico and a benefit from the elimination of a deferred tax liability on our Cost Method Investment upon obtaining control as further discussed in Note 2, “Business Acquisitions," a reduction in valuation allowance related to the realizability of foreign tax credits and capital loss carryforwards in 2026 compared to 2025, and benefits on the remeasurement of deferred taxes due to changes in state apportionment rates as a result of legal entity mergers, all of which occurred during the first quarter of 2026.
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Segment Results of Operations—Three and Six Months Ended June 30, 2026 and 2025
Management, including our CODM, evaluates the financial performance of our businesses based on revenue and segment Adjusted EBITDA. For the three and six months ended June 30, 2026 and 2025, our segment revenue, segment Adjusted EBITDA and segment Adjusted EBITDA Margin were as follows:
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 vs. 2025 2026 vs. 2025
2026 2025 $ % 2026 2025 $ %
Revenue:
U.S. Markets gross revenue
Financial Services $ 496.3 $ 419.9 $ 76.4 18.2 % $ 996.8 $ 823.5 $ 173.3 21.0 %
Emerging Verticals 353.9 323.6 30.3 9.4 % 688.5 638.5 50.0 7.8 %
Consumer Interactive 142.5 146.9 (4.4) (3.0) % 282.4 285.1 (2.7) (0.9) %
U.S. Markets gross revenue $ 992.7 $ 890.4 $ 102.3 11.5 % $ 1,967.8 $ 1,747.0 $ 220.8 12.6 %
International gross revenue
Canada $ 46.4 $ 42.3 $ 4.1 9.7 % $ 89.7 $ 80.1 $ 9.6 12.0 %
Latin America 92.7 34.1 58.6 171.9 % 146.6 66.9 79.7 119.2 %
United Kingdom 73.5 67.2 6.3 9.3 % 145.7 126.1 19.6 15.5 %
Africa 21.0 18.2 2.8 15.5 % 41.9 35.1 6.8 19.4 %
India 65.1 66.6 (1.5) (2.3) % 126.6 135.3 (8.7) (6.4) %
Asia Pacific 22.1 24.5 (2.4) (9.8) % 44.2 51.5 (7.3) (14.2) %
International gross revenue $ 320.8 $ 252.9 $ 67.9 26.8 % $ 594.8 $ 495.0 $ 99.8 20.2 %
Total gross revenue $ 1,313.5 $ 1,143.2 $ 170.3 14.9 % $ 2,562.5 $ 2,242.1 $ 320.4 14.3 %
Intersegment revenue eliminations (3.8) (3.5) (0.3) 9.6 % (7.3) (6.6) (0.7) 10.0 %
Total revenue as reported $ 1,309.6 $ 1,139.7 $ 169.9 14.9 % $ 2,555.3 $ 2,235.5 $ 319.8 14.3 %
Adjusted EBITDA:
U.S. Markets $ 361.0 $ 337.2 $ 23.8 7.1 % $ 717.9 $ 657.4 $ 60.5 9.2 %
International 136.8 108.0 28.8 26.7 % 258.5 217.8 40.8 18.7 %
Adjusted EBITDA Margin:
U.S. Markets 36.4 % 37.9 % 36.5 % 37.6 %
International 42.7 % 42.7 % 43.5 % 44.0 %
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 the three and six months ended June 30, 2026, U.S. Markets revenue increased $102.3 million, or 11.5% and $220.8 million, or 12.6%, respectively, compared with the same periods in 2025. Revenue increased in Financial Services and Emerging Verticals, partially offset by a decrease in Consumer Interactive.
Financial Services: For the three and six months ended June 30, 2026, revenue increased $76.4 million, or 18.2%, and $173.3 million, or 21.0%, respectively, compared with the same periods in 2025. A majority of the growth in Financial Services comes from our Mortgage line of business, due primarily to increases in price, including from FICO mortgage royalties, and volume. Our other lines of business also grew, due primarily to price and volume increases in our Auto and Card and Banking lines of business and volume increases in our Consumer Lending line of business.
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Emerging Verticals: For the three and six months ended June 30, 2026, revenue increased $30.3 million, or 9.4%, and $50.0 million, or 7.8%, respectively, compared with the same periods in 2025. The increase was due primarily to an increase in Insurance from volume increases, in most other verticals from volume increases across online and batch services, new business wins and pricing increases, and revenue from our recent acquisitions.
Consumer Interactive: For the three and six months ended June 30, 2026, revenue decreased $4.4 million, or 3.0%, and $2.7 million, or 0.9%, respectively, compared with the same periods in 2025, due primarily to a decrease in demand for paid credit products, partially offset by higher indirect channel breach revenue and offers revenue from our new direct platform.
Adjusted EBITDA
For the three and six months ended June 30, 2026, Adjusted EBITDA increased $23.8 million and $60.5 million, respectively, compared with the same periods in 2025, due primarily to the increase in revenue, partially offset by higher variable product and fulfillment costs and other operating costs. For the three and six months ended June 30, 2026, Adjusted EBITDA margins decreased 150 and 110 basis points, respectively, due primarily to FICO mortgage royalties, partially offset by technology and communication and labor-related costs growing at a slower pace than revenue.
International Segment
Revenue
For the three and six months ended June 30, 2026, International revenue increased $67.9 million, or 26.8%, and $99.8 million, or 20.2%, respectively, compared with the same periods in 2025 due primarily to the acquisitions of Trans Union de Mexico and Monevo, which contributed 21.2% and 15.5% of the growth in each respective period. The impact of foreign currencies on organic revenue was a decrease of 0.7% and an increase of 1.3% for the three and six months ended June 30, 2026, respectively.
Canada: For the three and six months ended June 30, 2026, Canada revenue increased $4.1 million, or 9.7%, and $9.6 million, or 12.0%, respectively, compared with the same periods in 2025, due primarily to higher local currency revenue from broad-based volume increases and an increase of 0.1% and an increase of 2.5% in each respective period from the impact of foreign currencies.
Latin America: For the three and six months ended June 30, 2026, Latin America revenue increased $58.6 million, or 171.8%, and $79.7 million, or 119.2%, respectively, compared with the same periods in 2025. Our acquisition of the majority ownership interest in Trans Union de Mexico contributed 157.5% and 107.8% of the growth in each respective period, with the remaining increase driven primarily by volumes and new business wins. The impact of foreign currencies on organic revenue was an increase of 9.6% and an increase of 8.9% in each respective period.
United Kingdom: For the three and six months ended June 30, 2026, United Kingdom revenue increased $6.3 million, or 9.3%, and $19.6 million, or 15.5%, respectively, compared with the same periods in 2025 due to an increase in volume and an increase of 0.7% and 4.2%, in each respective period from the impact of foreign currencies. Our acquisition of Monevo in the prior year contributed 3.8% of the increase for the six months ended June 30, 2026.
Africa: For the three and six months ended June 30, 2026, Africa revenue increased $2.8 million, or 15.5%, and $6.8 million, or 19.4%, respectively, compared with the same periods in 2025, due primarily to volume growth in emerging verticals, and an increase of 10.9% and 12.3% in each respective period from the impact of foreign currencies.
India: For the three and six months ended June 30, 2026, India revenue decreased $1.5 million, or 2.3%, and $8.7 million, or 6.4%, respectively, compared with the same periods in 2025, due primarily to a decrease of 10.3% and 7.6%, in each respective period from the impact of foreign currencies and lower batch activity, partially offset by higher commercial online, direct-to-consumer and other volumes.
Asia Pacific: For the three and six months ended June 30, 2026, Asia Pacific revenue decreased $2.4 million, or 9.8%, and $7.3 million, or 14.2%, respectively, compared with the same periods in 2025, due primarily to lower volumes and prior year one-time contracts activity and a decrease of 2.7% and 1.7% in each respective period from the impact of foreign currencies.
Adjusted EBITDA
For the three and six months ended June 30, 2026, Adjusted EBITDA increased $28.8 million and $40.8 million, respectively compared with the same periods in 2025 due primarily to increased revenue in most regions as discussed above, partially offset by an increase in expenses due to the increase in revenue. For the three and six months ended June 30, 2026, Adjusted EBITDA margins were flat in the three-month period and decreased 50 basis points, in the six month period, due primarily to a shift in the mix of revenues. and integration costs for our recent acquisition.
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Non-GAAP Measures—Three Months Ended June 30, 2026 and 2025
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 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 attributable to TransUnion in order to calculate Adjusted EBITDA for the periods presented:
•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.
•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) 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, (iii) post-acquisition adjustments to contingent consideration or to assets and liabilities that occurred after the acquisition measurement period. 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
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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 represented 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 implementing 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 our transformation plan discussed further in “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 attributable to TransUnion in order to calculate Adjusted Net Income for the periods presented:
•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)
•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 related to prior periods,
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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 before income taxes. We calculate adjusted income 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 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 three and six months ended June 30, 2026 and 2025, these non-GAAP measures were as follows:
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Adjusted EBITDA and Adjusted EBITDA Margin
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 vs. 2025 2026 vs. 2025
2026 2025 $ % 2026 2025 $ %
Reconciliation of Net income attributable to TransUnion to consolidated Adjusted EBITDA:
Net income attributable to TransUnion $ 143.4 $ 109.6 $ 33.8 30.8 % $ 540.5 $ 257.7 $ 282.8 nm
Net interest expense 58.9 47.0 11.9 25.4 % 113.8 94.5 19.3 20.4 %
Provision for income taxes 54.8 44.4 10.4 23.4 % 82.4 85.4 (3.0) (3.5) %
Depreciation and amortization 160.5 142.7 17.8 12.5 % 312.9 281.6 31.3 11.1 %
EBITDA $ 417.6 $ 343.7 $ 73.9 21.5 % $ 1,049.5 $ 719.2 $ 330.3 45.9 %
Expense and (income) adjustments to EBITDA:
Stock-based compensation 39.1 40.2 (1.1) (2.7) % 76.6 70.5 6.1 8.7 %
Mergers and acquisitions, divestitures and business optimization1 (1.3) (4.6) 3.4 (72.8) % (233.6) 13.2 (246.8) nm
Accelerated technology investment2 — 23.2 (23.2) nm — 43.3 (43.3) nm
Operating model optimization program3 — 5.4 (5.4) nm — 15.2 (15.2) nm
Net other4 0.7 (0.8) 1.5 nm 1.4 (57.3) 58.7 nm
Total adjustments to EBITDA $ 38.5 $ 63.3 $ (24.8) (39.1) % $ (155.5) $ 85.0 $ (240.5) nm
Consolidated Adjusted EBITDA $ 456.1 $ 407.0 $ 49.1 12.1 % $ 894.0 $ 804.1 $ 89.9 11.2 %
Net income attributable to TransUnion margin 10.9 % 9.6 % 21.2 % 11.5 %
Consolidated Adjusted EBITDA margin5 34.8 % 35.7 % 35.0 % 36.0 %
nm: not meaningful
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Transaction and integration costs $ (0.9) $ 2.9 $ 7.6 $ 8.2
Fair value and impairment adjustments (0.3) (7.6) (241.2) 5.0
Total mergers and acquisitions, divestitures and business optimization $ (1.3) $ (4.6) $ (233.6) $ 13.2
For the six months ended June 30, 2026, fair value and impairment adjustments includes the gain on our acquisition of Trans Union de Mexico.
2.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:
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Three Months Ended June 30, Six Months Ended June 30,
2025 2025
Foundational Capabilities $ 4.2 $ 11.7
Migration Management 19.0 31.6
Total accelerated technology investment $ 23.2 $ 43.3
3.Operating model optimization consisted of the following adjustments:
Three Months Ended June 30, Six Months Ended June 30,
2025 2025
Business process optimization $ 5.4 $ 15.2
Total operating model optimization $ 5.4 $ 15.2
4.Net other consisted of the following adjustments:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Deferred loan fee expense from debt prepayments and refinancing $ — $ — $ — $ (0.1)
Other debt financing expenses 0.5 0.6 1.0 1.1
Currency remeasurement on foreign operations (0.5) (1.5) 1.1 (2.1)
Legal and regulatory expenses, net — — — (56.0)
Other non-operating (income) expense 0.7 0.2 (0.6) (0.1)
Total other adjustments $ 0.7 $ (0.8) $ 1.4 $ (57.3)
5.Consolidated Adjusted EBITDA margin is calculated by dividing Consolidated Adjusted EBITDA by total revenue.
Consolidated Adjusted EBITDA
For the three and six months ended June 30, 2026, Consolidated Adjusted EBITDA increased $49.1 million and $89.9 million, respectively, compared with the same periods in 2025, due primarily to an increase in revenue and the realization of cost savings from the transformation plan, partially offset by higher product costs compared to prior year. For the three and six months ended June 30, 2026, Consolidated Adjusted EBITDA margin decreased 90 and 100 basis points, respectively, compared with the same periods in 2025, due primarily to FICO mortgage royalties in the U.S. Markets segment.
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Adjusted Net Income and Adjusted Diluted Earnings Per Share
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 vs. 2025 2026 vs. 2025
2026 2025 $ % 2026 2025 $ %
Reconciliation of Net income attributable to TransUnion to Adjusted Net Income:
Net income attributable to TransUnion $ 143.4 $ 109.6 $ 33.8 30.8 % $ 540.5 $ 257.7 $ 282.8 nm
Expense and (income) adjustments before income tax items:
Amortization of certain intangible assets 82.9 73.1 9.8 13.5 % 159.4 143.9 15.5 10.7 %
Stock-based compensation 39.1 40.2 (1.1) (2.7) % 76.6 70.5 6.1 8.7 %
Mergers and acquisitions, divestitures and business optimization1 (1.3) (4.6) 3.4 (72.8) % (233.6) 13.2 (246.8) nm
Accelerated technology investment2 — 23.2 (23.2) nm — 43.3 (43.3) nm
Operating model optimization program3 — 5.4 (5.4) nm — 15.2 (15.2) nm
Net other4 (0.5) (1.5) 1.0 (67.5) % 1.1 (58.2) 59.3 nm
Total adjustments before income tax items $ 120.3 $ 135.6 $ (15.3) (11.3) % $ 3.6 $ 227.9 $ (224.3) (98.4) %
Total adjustments for income taxes5 (26.1) (32.1) 6.1 (18.8) % (76.3) (64.8) (11.5) 17.7 %
Adjusted Net Income $ 237.6 $ 213.1 $ 24.5 11.5 % $ 467.8 $ 420.7 $ 47.1 11.2 %
Weighted-average shares outstanding:
Basic 192.3 195.0 nm nm 192.5 195.0 nm nm
Diluted 193.7 197.2 nm nm 194.3 197.2 nm nm
Adjusted Earnings per Share:
Basic $ 1.24 $ 1.09 $ 0.14 13.0 % $ 2.43 $ 2.16 $ 0.27 12.6 %
Diluted $ 1.23 $ 1.08 $ 0.15 13.5 % $ 2.41 $ 2.13 $ 0.27 12.9 %
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Reconciliation of Diluted earnings per share from Net income attributable to TransUnion to Adjusted Diluted Earnings per Share:
Diluted earnings per common share from:
Income attributable to TransUnion $ 0.74 $ 0.56 $ 2.78 $ 1.31
Expense and (income) adjustments before income tax items:
Amortization of certain intangible assets1 0.43 0.37 0.82 0.73
Stock-based compensation 0.20 0.20 0.39 0.36
Mergers and acquisitions, divestitures and business optimization2 (0.01) (0.02) (1.20) 0.07
Accelerated technology investment3 — 0.12 — 0.22
Operating model optimization program4 — 0.03 — 0.08
Net other5 — (0.01) 0.01 (0.30)
Total adjustments before income tax items $ 0.62 $ 0.69 $ 0.02 $ 1.16
Total adjustments for income taxes6 (0.13) (0.16) (0.39) (0.33)
Adjusted Diluted Earnings per Share $ 1.23 $ 1.08 $ 2.41 $ 2.13
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Each component of earnings per share is calculated independently, therefore, rounding differences exist in the table above.
1.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Transaction and integration costs $ (0.9) $ 2.9 $ 7.6 $ 8.2
Fair value and impairment adjustments (0.3) (7.6) (241.2) 5.0
Total mergers and acquisitions, divestitures and business optimization $ (1.3) $ (4.6) $ (233.6) $ 13.2
For the six months ended June 30, 2026, fair value and impairment adjustments includes the gain on our acquisition of Trans Union de Mexico.
2.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:
Three Months Ended June 30, Six Months Ended June 30,
2025 2025
Foundational Capabilities $ 4.2 $ 11.7
Migration Management 19.0 31.6
Total accelerated technology investment $ 23.2 $ 43.3
3.Operating model optimization consisted of the following adjustments:
Three Months Ended June 30, Six Months Ended June 30,
2025 2025
Business process optimization $ 5.4 $ 15.2
Total operating model optimization $ 5.4 $ 15.2
4.Net other consisted of the following adjustments:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Deferred loan fee expense from debt prepayments and refinancing $ — $ — $ — $ (0.1)
Currency remeasurement on foreign operations (0.5) (1.5) 1.1 (2.1)
Legal and regulatory expenses, net — — — (56.0)
Total other adjustments $ (0.5) $ (1.5) $ 1.1 $ (58.2)
5.Total adjustments for income taxes represents the total of adjustments discussed to calculate the Adjusted Provision for Income Taxes.
Adjusted Net Income
For the three and six months ended June 30, 2026, Adjusted Net Income increased due primarily to improved operating performance, partially offset by an increase in net interest expense and the Adjusted Provision for Income Taxes due to higher pre-tax income.
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Adjusted Provision for Income Taxes and Adjusted Effective Tax Rate
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Income before income taxes $ 201.5 $ 156.8 $ 629.6 $ 350.5
Total adjustments before income tax items from Adjusted Net Income table above 120.3 135.6 3.6 227.9
Adjusted income before income taxes $ 321.8 $ 292.4 $ 633.2 $ 578.5
Reconciliation of Provision for income taxes to Adjusted Provision for Income Taxes:
Provision for income taxes $ (54.8) $ (44.4) $ (82.4) $ (85.4)
(Expense) and benefit adjustments for income taxes:
Tax effect of above adjustments (26.5) (33.0) (52.9) (65.3)
Eliminate impact of excess tax expense (benefit) for stock-based compensation 0.7 (0.2) (0.2) 0.3
Other1 (0.3) 1.1 (23.2) 0.2
Total adjustments for income taxes $ (26.1) $ (32.1) $ (76.3) $ (64.8)
Adjusted Provision for Income Taxes $ (80.9) $ (76.5) $ (158.7) $ (150.3)
Effective tax rate 27.2 % 28.3 % 13.1 % 24.4 %
Adjusted Effective Tax Rate 25.1 % 26.2 % 25.1 % 26.0 %
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Other adjustments for income taxes include:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Deferred tax adjustments $ 0.9 $ (2.9) $ (18.0) $ (7.4)
Valuation allowance adjustments (2.6) (0.7) (7.7) 1.5
Return to provision, audit adjustments and reserves related to prior periods 1.5 3.9 1.7 4.9
Other adjustments — 0.8 0.9 1.2
Total other adjustments $ (0.3) $ 1.1 $ (23.2) $ 0.2
Adjusted Provision for Income Taxes
Our adjusted tax rates were 25.1% and 26.2% for the three months ended June 30, 2026 and 2025, respectively, and 25.1% and 26.0% for the six months ended June 30, 2026 and 2025, respectively. The adjusted tax rate was lower in 2026 compared to 2025 due primarily to favorable tax provisions applicable to certain foreign-source licensing and service income due to provisions of the OBBBA that went into effect January 1, 2026 and increased foreign tax credit utilization related to impacts from recent acquisitions and related restructuring activities.
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Leverage Ratio
Trailing Twelve Months Ended June 30, 2026
Reconciliation of Net income attributable to TransUnion to Adjusted EBITDA:
Net income attributable to TransUnion $ 738.2
Net interest expense 221.8
Provision for income taxes 170.1
Depreciation and amortization 606.0
EBITDA $ 1,736.2
Expense and (income) adjustments to EBITDA:
Stock-based compensation $ 151.7
Mergers and acquisitions, divestitures and business optimization1 (216.8)
Accelerated technology investment2 41.2
Operating model optimization program3 17.1
Net other4 6.4
Total adjustments to EBITDA $ (0.4)
Consolidated Adjusted EBITDA 1,735.8
Adjusted EBITDA for Pre-Acquisition Period5 55.5
Leverage Ratio Adjusted EBITDA $ 1,791.3
Total debt $ 5,585.3
Less: Cash and cash equivalents 839.1
Net Debt $ 4,746.2
Ratio of Net Debt to Net income attributable to TransUnion 6.4
Leverage Ratio6 2.6
As a result of displaying amounts in millions, rounding differences may exist in the table above.
1.Mergers and acquisitions, divestitures and business optimization consisted of the following adjustments:
Trailing Twelve Months Ended June 30, 2026
Transaction and integration costs $ 13.3
Fair value and impairment adjustments (229.4)
Post-acquisition adjustments (0.7)
Total mergers and acquisitions, divestitures and business optimization $ (216.8)
Fair value and impairment adjustments includes the gain on our acquisition of Trans Union de Mexico.
2.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:
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Trailing Twelve Months Ended June 30, 2026
Foundational Capabilities $ 7.1
Migration Management 34.1
Total accelerated technology investment $ 41.2
3.Operating model optimization consisted of the following adjustments:
Trailing Twelve Months Ended June 30, 2026
Employee separation $ 6.8
Business process optimization 10.2
Total operating model optimization $ 17.1
4.Net other consisted of the following adjustments:
Trailing Twelve Months Ended June 30, 2026
Other debt financing expenses $ 1.9
Currency remeasurement on foreign operations 3.7
Other non-operating (income) and expense 0.8
Total other adjustments $ 6.4
5.The trailing twelve months ended June 30, 2026 include Adjusted EBITDA related to Trans Union de Mexico and the mobile division of RealNetworks prior to our acquisitions in March and April 2026, respectively.
6.We define Leverage Ratio as net debt divided by Leverage Ratio Adjusted EBITDA as shown in the table above.
Application of Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with GAAP. The notes accompanying our unaudited consolidated financial statements include disclosures about our significant accounting policies. These accounting policies require us to make certain judgments and estimates in reporting our operating results and our assets and liabilities. See Part II, Item 7, “Application of Critical Accounting Estimates” and Part II, Item 8, Note 1, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026, for additional information about our critical accounting estimates.
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 Credit Facility. Our principal uses of liquidity are working capital, capital expenditures, debt service and other capital allocation initiatives, business acquisitions, dividends, and other general corporate purposes. We believe our cash on hand, cash generated from operations and funds available under the Senior Secured Revolving Credit Facility will be sufficient to fund our planned capital expenditures, debt service and other capital structure obligations, business acquisitions, dividends, and operating needs for at least the next twelve months. 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 $839.1 million and $853.6 million at June 30, 2026 and December 31, 2025, respectively, of which $564.7 million and $432.2 million was held outside the United States in each respective period. As of June 30, 2026, we had $520.0 million in outstanding borrowings under the Senior Secured Revolving Credit Facility and $1.3 million of outstanding letters of credit and could have borrowed up to the remaining $478.7 million available.
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On February 11, 2026, we executed Amendment No. 25 to the Senior Secured Credit Facility, pursuant to which we increased our borrowing capacity under the Senior Secured Revolving Credit Facility to $1.0 billion. All other key terms of the Senior Secured Revolving Credit Facility remained unchanged. We used proceeds from the Senior Secured Revolving Credit Facility to fund a portion of the cash purchase price of Trans Union de Mexico.
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, as defined in the credit agreement. 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 the agreement. There were no excess cash flows for 2025 and therefore no additional payment is required in 2026. See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “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.
In the first two quarters of 2026, we paid dividends of $0.125 per share totaling $49.5 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. 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. Repurchases may be suspended, terminated or modified at any time for any reason. The 2025 Repurchase Plan does not have an expiration date. On October 22, 2025, the Board approved an increase to the share repurchase plan authorization up to $1.0 billion (including amounts repurchased as of such date under the 2025 Repurchase Plan).
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. The table below sets forth information regarding repurchases of shares under the 2025 Repurchase Plan (in millions, except for number of shares, which are reflected in thousands, and per share data):
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Total number of shares purchased 1,500.4 388.4 1,671.3 451.8
Average price paid per share1 $ 69.52 $ 86.14 $ 69.66 $ 85.96
Amount repurchased1 $ 103.4 $ 33.5 $ 115.8 $ 38.8
(1) Amounts include commissions and excise taxes.
As of June 30, 2026, $584.8 million remains available for repurchases under the 2025 Repurchase Plan.
Sources and Uses of Cash
Six Months Ended June 30,
2026 2025 Change
Cash provided by operating activities $ 459.1 $ 343.8 $ 115.3
Cash used in investing activities (680.9) (223.7) (457.2)
Cash provided by (used in) financing activities 219.6 (127.3) 346.9
Effect of exchange rate changes on cash and cash equivalents (12.3) 15.2 (27.5)
Net change in cash and cash equivalents $ (14.5) $ 8.0 $ (22.5)
Operating Activities
The increase in cash provided by operating activities was due primarily to improved operating performance and changes in working capital.
Investing Activities
The increase in cash used in investing activities was due primarily to our acquisitions of Trans Union de Mexico and the mobile division of RealNetworks, partially offset by proceeds from the sale of two Cost Method Investments and a prior year investment in a note receivable.
Financing Activities
The increase in cash provided by financing activities was due primarily to borrowings from the Senior Secured Revolving Credit Facility for the purchase of Trans Union de Mexico, partially offset by higher share repurchase volume in 2026 and dividends paid to shareholders of Trans Union de Mexico.
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.
Cash paid for capital expenditures decreased $11.0 million, from $145.4 million for the six months ended June 30, 2025, to $134.4 million for the six months ended June 30, 2026. Capital expenditures as a percentage of revenue represented 5.3% and 6.5% for the six months ended June 30, 2026 and 2025, respectively.
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Debt
Hedges
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 Loans or similar replacement debt. The swaps commenced on June 30, 2025 and expire on December 31, 2027, with a current aggregate notional amount of $1,226.2 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 Loans or similar replacement debt. The swaps commenced on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $1,074.2 million that amortizes each quarter. 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.
In 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 Loans or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,528.0 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.
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 Credit Facility 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 June 30, 2026, we were in compliance with all debt covenants.
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 I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 10, “Debt.”
Contractual Obligations
Refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 in Part II, Item 8, “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements,” Note 12, “Debt” and Note 19, “Commitments” for information about our long-term debt obligations, noncancelable lease obligations, and noncancelable purchase obligations as of December 31, 2025.
Recent Accounting Pronouncements
See Part I, Item 1, “Financial Information - Notes to Unaudited Consolidated Financial Statements,” Note 1, “Significant Accounting Policies” for information about recent accounting pronouncements and the impact on our consolidated financial statements.
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Cautionary Notice Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including the exhibits hereto, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this report that are not statements of historical fact, including statements about our beliefs, expectations and outlook, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions.
Factors that could cause actual results to differ materially from those described in the forward-looking statements, or that could materially affect our financial results or such forward-looking statements include:
•macroeconomic effects and changes in market conditions, including the impact of tariffs, inflation, risk of recession, trade policy and industry trends and adverse developments in the debt, consumer credit and financial services markets, including the impact on the carrying value of our assets in all of the markets where we operate;
•ongoing conflict in the Middle East;
•our ability to provide competitive services and prices;
•our ability to retain or renew existing agreements with large or long-term customers;
•our ability to maintain the security and integrity of our data;
•our ability to deliver services timely without interruption;
•uncertainty related to Fair Isaac Corporation’s (“FICO”) new Mortgage Direct License Program;
•our ability to maintain our access to data sources;
•government regulation and changes in the regulatory environment;
•litigation or regulatory proceedings;
•our approach to the use of artificial intelligence;
•our ability to effectively manage our costs;
•our ability to maintain effective internal control over financial reporting or disclosure controls and procedures;
•economic and political stability in the United States and risks associated with the international markets where we operate;
•our ability to effectively develop and maintain strategic alliances and joint ventures;
•our ability to timely develop new services and the market’s willingness to adopt our new services;
•our ability to manage and expand our operations and keep up with rapidly changing technologies;
•our ability to acquire businesses, successfully secure financing for our acquisitions, timely consummate our acquisitions, successfully integrate the operations of our acquisitions, control the costs of integrating our acquisitions and realize the intended benefits of such acquisitions;
•our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;
•our ability to defend our intellectual property from infringement claims by third parties;
•the ability of our outside service providers and key vendors to fulfill their obligations to us;
•further consolidation in our end-customer markets;
•the increased availability of free or inexpensive consumer information;
•losses against which we do not insure;
•our ability to make timely payments of principal and interest on our indebtedness;
•our ability to satisfy covenants in the agreements governing our indebtedness;
•our ability to maintain our liquidity;
•stock price volatility;
•share repurchase plans;
•dividend rate;
•our reliance on key management personnel; and
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•changes in tax laws or adverse outcomes resulting from examination of our tax returns.
There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the SEC, and in this report under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.
The forward-looking statements contained in this report speak only as of the date of this report. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this report.