2017 ANNUAL REPORT - TransUnion

2017 ANNUAL REPORT

DEAR SHAREHOLDERS, CUSTOMERS, PARTNERS AND ASSOCIATES:

I am pleased to report that TransUnion delivered another outstanding year in 2017, marking three consecutive years of strong performance. Revenue, Adjusted EBITDA and Adjusted Earnings Per Share grew double-digits as we continue to effectively execute our long-term growth strategies.

The first strategy is to drive growth through innovation. We have built a solid track record of successful new products. Our industry-leading trended data products, CreditVision? and CreditVision? LinkSM, continue to deliver outstanding growth while providing real benefits to our customers and to consumers.

For our customers, they gain a better understanding of consumer credit behaviors, making lending decisions more relevant, timely and risk-appropriate.

For consumers, these products increase their ability to access credit. For instance, CreditVision? allows our customers to reliably score 26 million U.S. consumers who otherwise would have no credit score.

CreditVision? has been extremely successful in the U.S., and we have also launched it in nine of our international markets.

The second strategy is to expand in attractive markets. One part of that strategy is new vertical markets. We continue to see powerful applications of our data and analytics capabilities in attractive verticals like Healthcare, Insurance, Collections, Rental Screening and Government. These tend to be faster-growing markets where we have unique solutions for our customers that also benefit consumers.

The other part of market expansion is to drive growth across our diversified international footprint. With business in more than 30 international markets, we are well positioned to benefit from generally positive underlying macroeconomic trends. At the same time, we are effectively bringing our new products like CreditVision? and other capabilities like direct-to-consumer, insurance, fraud and ID solutions. Combined, we are well positioned to deliver strong growth in both developed and emerging markets.

The third strategy is to enable and empower consumers through our direct offerings as well as through a growing roster of high quality partners. In each case, we are providing valuable credit-based information and financial education tools to consumers around the world. Knowledgeable and empowered consumers can make better decisions to improve their long-term financial health.

In fact, since 2016, we have had a free product--called TrueIdentity--available online to all consumers. It allows them to see and monitor their TransUnion credit file and score while also providing the ability to easily lock and unlock their credit online or using an app, all at no cost.

And, finally, our fourth strategy is to leverage global operating excellence. I want to highlight our information security efforts. Data security is an absolute top priority for TransUnion, and, as cybercrime has grown and evolved at an alarming rate, we have consistently invested in it and built a culture around mitigating this risk. We have a multi-layered security framework approach to mitigate the risk of any single point of failure.

Our Information Security program also includes robust policies, employee training, expert staff, and the latest technology all backstopped by support and oversight from our Board of Directors and Executive management. Our in-house cyber threat, intelligence and internal investigation teams are staffed with experts who have backgrounds in law enforcement, government and the military.

In addition to our own team, we regularly use multiple independent third-parties to assess and measure the effectiveness of key elements in our security program. And, our customers regularly audit our practices, which also meet rigorous regulatory standards in the U.S. and other countries where we operate.

As cyber security remains the single greatest risk to our business, we will stay focused on taking all appropriate measures to mitigate the risk.

We remain focused on leveraging these strategies to consistently deliver top-tier revenue growth at an attractive margin.

Doing so also makes us a good cash generator and we've prudently put that capital to work for our shareholders.

Notably, in 2017, we repurchased about $134 million of our stock and are authorized to buy back another $166 million. We'll take a thoughtful approach and utilize our buyback to support our shares.

During the year, we also made three strategic acquisitions: Datalink Services to build out our workflow solution in our Insurance vertical, eBureau to bring in-house cutting edge rapid model development and deployment, and FactorTrust to enter the short-term lending market and acquire valuable alternative credit data. Each acquisition is expected to contribute to our long-term growth profile while adding strategically valuable capabilities.

Finally, in February 2018, our Board of Directors approved a dividend policy and we intend to begin paying dividends after the first quarter of the year. We expect to pay out $0.30 per share during the first year.

With an outstanding business model and a relentless focus on driving strong performance, TransUnion is in a strong and enviable position. Along with our Board and management team, I am more confident than ever in our long-term growth prospects.

I want to conclude by thanking our shareholders for their ongoing support and our associates for the amazing work they do every day to make TransUnion a great company.

Sincerely,

JIM PECK President and Chief Executive Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the fiscal year ended December 31, 2017

- OR -

` TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission file number 001-37470

TransUnion

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

61-1678417 (I.R.S. Employer Identification Number)

555 West Adams, Chicago, Illinois (Address of principal executive offices)

60661 (Zip Code)

312-985-2000 (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ? YES ` NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ` YES ? NO

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ? YES ` NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (? 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ? YES ` NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (? 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ` Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

? Large accelerated filer ` Non-accelerated filer

` Accelerated filer ` Smaller reporting company ` Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. `

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ` YES ? NO

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $5.5 billion as of June 30, 2017 (based on the closing stock price of such stock as quoted on the New York Stock Exchange).

As of January 31, 2018, there were 183.6 million shares of TransUnion common stock outstanding, par value $0.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement of TransUnion for the Annual Meeting of Stockholders to be held May 8, 2018 are incorporated by reference to the extent specified in Part III of this Form 10-K.

TRANSUNION ANNUAL REPORT ON FORM 10-K YEAR ENDED DECEMBER 31, 2017

TABLE OF CONTENTS

PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ITEM 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ITEM 1B. UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 ITEM 4. MINE SAFETY DISCLOSURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . 73 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . 75

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 Consolidated Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 ITEM 9A. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 ITEM 9B. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123 PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . 124 ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125 ITEM 16. FORM 10-K SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130

Cautionary Notice Regarding Forward-Looking Statements This Annual Report on Form 10-K, 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 and expectations, 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," "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.

Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that factors affecting our actual financial results could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that could materially affect our financial results or such forward-looking statements include, among others, the risks, uncertainties and factors set forth below under Item 1A, "Risk Factors," and the following factors:

? macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets;

? our ability to provide competitive services and prices;

? our ability to retain or renew existing agreements with large or long-term customers;

? our ability to maintain the security and integrity of our data;

? our ability to deliver services timely without interruption;

? our ability to maintain our access to data sources;

? government regulation and changes in the regulatory environment;

? litigation or regulatory proceedings;

? regulatory oversight of certain "critical activities";

? our ability to effectively manage our costs;

? economic and political stability in the United Sates and international markets where we operate;

? our ability to effectively develop and maintain strategic alliances and joint ventures;

? our ability to timely develop new services and the market's willingness to adopt our new services;

? our ability to manage and expand our operations and keep up with rapidly changing technologies;

? our ability to make acquisitions and integrate the operations of acquired businesses;

? our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property;

? our ability to defend our intellectual property from infringement claims by third parties;

? the ability of our outside service providers and key vendors to fulfill their obligations to us;

? further consolidation in our end-customer markets;

? the increased availability of free or inexpensive consumer information;

? losses against which we do not insure;

? our ability to make timely payments of principal and interest on our indebtedness;

? our ability to satisfy covenants in the agreements governing our indebtedness;

? our ability to maintain our liquidity;

? share repurchase plans; and

? our reliance on key management personnel.

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