10-Q 1 ck0001552033-20220331.htm 10-Q ck0001552033-20220331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
   
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
- 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 61-1678417
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification Number)
 
555 West Adams,Chicago,Illinois60661
(Address of principal executive offices)(Zip code)
312-985-2000
(Registrants’ telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTRUNew York Stock Exchange
Indicate by check mark whether the registrant (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.
YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 FilerAccelerated Filer
Non-Accelerated FilerSmaller 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 Exchange Act).
YesNo
 
As of March 31, 2022, there were 192.4 million shares of TransUnion common stock outstanding.





TRANSUNION
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 2022
TABLE OF CONTENTS
 
3

PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
TRANSUNION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(in millions, except per share data)
March 31,
2022
December 31,
2021
Assets
Current assets:
Cash and cash equivalents$1,296.8 $1,842.4 
Trade accounts receivable, net of allowance of $13.3 and $10.7
588.9 558.0 
Other current assets282.4 231.6 
Total current assets2,168.1 2,632.0 
Property, plant and equipment, net of accumulated depreciation and amortization of $654.1 and $625.4
233.0 247.7 
Goodwill5,504.3 5,525.7 
Other intangibles, net of accumulated amortization of $2,013.1 and $1,908.9
3,704.5 3,770.6 
Other assets587.3 459.0 
Total assets$12,197.2 $12,635.0 
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable$260.3 $270.2 
Short-term debt and current portion of long-term debt114.6 114.6 
Other current liabilities833.7 972.2 
Total current liabilities1,208.6 1,357.0 
Long-term debt5,831.5 6,251.3 
Deferred taxes806.8 787.6 
Other liabilities208.4 232.9 
Total liabilities8,055.3 8,628.8 
Stockholders’ equity:
Common stock, $0.01 par value; 1.0 billion shares authorized at March 31, 2022 and December 31, 2021, 198.3 million and 197.4 million shares issued at March 31, 2022 and December 31, 2021, respectively, and 192.4 million shares and 191.8 million shares outstanding as of March 31, 2022 and December 31, 2021, respectively
2.0 2.0 
Additional paid-in capital2,219.2 2,188.9 
Treasury stock at cost; 5.9 million and 5.6 million shares at March 31, 2022 and December 31, 2021, respectively
(280.8)(252.0)
Retained earnings2,284.5 2,254.6 
Accumulated other comprehensive loss(184.7)(285.4)
Total TransUnion stockholders’ equity4,040.2 3,908.1 
Noncontrolling interests101.7 98.1 
Total stockholders’ equity4,141.9 4,006.2 
Total liabilities and stockholders’ equity$12,197.2 $12,635.0 
See accompanying notes to unaudited consolidated financial statements.
4

TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
(in millions, except per share data)
Three Months Ended 
 March 31,
 20222021
Revenue$921.3 $698.9 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)298.0 226.8 
Selling, general and administrative359.5 219.1 
Depreciation and amortization128.8 89.4 
Total operating expenses786.3 535.3 
Operating income135.0 163.6 
Non-operating income and (expense)
Interest expense(50.2)(25.8)
Interest income0.7 0.7 
Earnings from equity method investments3.0 3.0 
Other income and (expense), net(11.8)(0.4)
Total non-operating income and (expense)(58.3)(22.5)
Income from continuing operations before income taxes76.7 141.0 
Provision for income taxes(24.4)(23.7)
Income from continuing operations52.3 117.3 
Discontinued operations, net of tax(0.4)13.3 
Net income52.0 130.6 
Less: net income attributable to the noncontrolling interests(3.7)(2.7)
Net income attributable to TransUnion$48.3 $127.9 
Income from continuing operations$52.3 $117.3 
Less: income from continuing operations attributable to noncontrolling interests(3.7)(2.7)
Income from continuing operations attributable to TransUnion48.7 114.6 
Discontinued operations, net of tax(0.4)13.3 
Net income attributable to TransUnion$48.3 $127.9 
Basic earnings per common share from:
Income from continuing operations attributable to TransUnion$0.25 $0.60 
Discontinued operations, net of tax 0.07 
Net Income attributable to TransUnion$0.25 $0.67 
Diluted earnings per common share from:
Income from continuing operations attributable to TransUnion$0.25 $0.60 
Discontinued operations, net of tax 0.07 
Net Income attributable to TransUnion$0.25 $0.66 
Weighted-average shares outstanding:
Basic192.1 190.9 
Diluted193.2 192.5 
See accompanying notes to unaudited consolidated financial statements.
5

TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in millions)
 
Three Months Ended 
 March 31,
 20222021
Net income$52.0 $130.6 
Other comprehensive income (loss):
         Foreign currency translation:
               Foreign currency translation adjustment(6.7)(10.9)
               Benefit for income taxes 0.3 
         Foreign currency translation, net(6.7)(10.6)
         Hedge instruments:
               Net change on interest rate swap143.1 28.3 
               Expense for income taxes(35.8)(7.0)
         Hedge instruments, net107.3 21.3 
         Available-for-sale securities:
               Net unrealized (loss) gain  
               Provision for income taxes  
         Available-for-sale securities, net  
Total other comprehensive income, net of tax100.6 10.7 
Comprehensive income152.6 141.3 
Less: comprehensive income attributable to noncontrolling interests(3.7)(1.7)
Comprehensive income attributable to TransUnion$148.9 $139.6 
See accompanying notes to unaudited consolidated financial statements.

6

TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(in millions)
Three Months Ended March 31,
20222021
Cash flows from operating activities:
Net income$52.0 $130.6 
Less: Discontinued operations, net of tax(0.4)13.3 
Income from continuing operations52.3 117.3 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization128.8 89.4 
Loss on Repayment of loans6.5 0.5 
Deferred taxes(4.5)2.8 
Stock-based compensation20.9 17.0 
Provision for losses on trade accounts receivable2.1  
Other0.7 (0.7)
Changes in assets and liabilities:
Trade accounts receivable(32.6)(32.8)
Other current and long-term assets(36.1)(23.6)
Trade accounts payable(10.3)7.3 
Other current and long-term liabilities(116.2)(49.5)
Cash provided by operating activities of continuing operations11.6 127.7 
Cash (used in) provided by operating activities of discontinued operations(0.4)17.1 
Cash provided by operating activities11.2 144.8 
Cash flows from investing activities:
Capital expenditures(58.6)(40.7)
Proceeds from sale/maturities of other investments 37.1 1.5 
Purchases of other investments(53.0)(19.8)
Investments in nonconsolidated affiliates and purchase of convertible notes(14.8)(10.0)
Other(1.7)(0.4)
Cash used in investing activities of continuing operations(91.0)(69.4)
Cash used in investing activities of discontinued operations (2.5)
Cash used in investing activities(91.0)(71.9)
Cash flows from financing activities:
Repayments of debt(428.6)(99.6)
Proceeds from issuance of common stock and exercise of stock options8.7 10.1 
Dividends to shareholders(19.0)(15.0)
Employee taxes paid on restricted stock units recorded as treasury stock(28.7)(27.7)
Cash used in financing activities of continuing operations(467.6)(132.2)
Cash used in financing activities of discontinued operations  
Cash used in financing activities(467.6)(132.2)
Effect of exchange rate changes on cash and cash equivalents1.8 (0.6)
Net change in cash and cash equivalents(545.6)(59.9)
Cash and cash equivalents, beginning of period1,842.4 492.7 
Cash and cash equivalents, end of period$1,296.8 $432.7 
See accompanying notes to unaudited consolidated financial statements.
7

TRANSUNION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (Unaudited)
(in millions)
 Common StockPaid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
SharesAmount
Balance, December 31, 2020190.5 $2.0 $2,088.1 $(215.2)$937.4 $(272.1)$95.9 $2,636.1 
Net income— — — — 127.9 — 2.7 130.6 
Other comprehensive income (loss)— — — — — 11.7 (1.0)10.7 
Stock-based compensation— — 17.0 — — — — 17.0 
Employee share purchase plan0.1  10.7 — — — — 10.7 
Exercise of stock options0.1  1.0 — — — — 1.0 
Vesting of restricted stock units0.9  — — — — —  
Treasury stock purchased(0.3)— — (28.5)— — — (28.5)
Dividends to shareholders— — — — (14.5)— — (14.5)
Balance, March 31, 2021191.3 $2.0 $2,116.8 $(243.8)$1,050.8 $(260.3)$97.6 $2,763.1 

 Common StockPaid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Noncontrolling
Interests
Total
SharesAmount
Balance, December 31, 2021191.8 $2.0 $2,188.9 $(252.0)$2,254.6 $(285.4)$98.1 $4,006.2 
Net income— — — — 48.3 — 3.7 52.0 
Other comprehensive income— — — — — 100.7 (0.1)100.6 
Stock-based compensation— — 20.1 — — — — 20.1 
Employee share purchase plan0.1  10.0 — — — — 10.0 
Exercise of stock options  0.2 — — — — 0.2 
Vesting of restricted stock units0.8  — — — — —  
Treasury stock purchased(0.3)— — (28.7)— — — (28.7)
Dividends to shareholders— — — — (18.4)— — (18.4)
Balance, March 31, 2022192.4 $2.0 $2,219.2 $(280.8)$2,284.5 $(184.7)$101.7 $4,141.9 
See accompanying notes to unaudited consolidated financial statements.
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TRANSUNION AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
1. Significant Accounting and Reporting Policies
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of TransUnion have been prepared in accordance with instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all the information required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement have been included. All significant intercompany transactions and balances have been eliminated. As a result of displaying amounts in millions, rounding differences may exist in the financial statements and footnote tables. The operating results of TransUnion for the periods presented are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The Company’s year-end Consolidated Balance Sheet data was derived from audited financial statements. Therefore, these unaudited consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 22, 2022.
Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “our,” “us,” and “its” refers to TransUnion and its consolidated subsidiaries, collectively.
For the periods presented, TransUnion does not have any material assets, liabilities, revenues, expenses or operations of any kind other than its ownership investment in TransUnion Intermediate Holdings, Inc.
Principles of Consolidation
The consolidated financial statements of TransUnion include the accounts of TransUnion and all of its controlled subsidiaries. Investments in nonmarketable unconsolidated entities in which the Company is able to exercise significant influence are accounted for using the equity method. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence, our “Cost Method Investments,” are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Use of Estimates
The preparation of consolidated financial statements and related disclosures in accordance with GAAP requires management to make estimates and judgments that affect the amounts reported. We believe that the estimates used in preparation of the accompanying consolidated financial statements are reasonable, based upon information available to management at this time. These estimates and judgments affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the amounts of revenue and expense during the reporting period. Estimates are inherently uncertain and actual results could differ materially from the estimated amounts.
Impact of COVID-19 on Our Financial Statements
Given ongoing uncertainty and the unpredictable nature of the COVID-19 pandemic, including the rise of variants of the virus and the effectiveness of vaccines against those variants, COVID-19 may have a material and adverse impact on various aspects of our business in the future, including our consolidated financial statements.
Trade Accounts Receivable
We base our allowance for doubtful accounts estimate on our historical loss experience, our current expectations of future losses, current economic conditions, an analysis of the aging of outstanding receivables and customer payment patterns, and specific reserves for customers in adverse financial condition or for existing contractual disputes.
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The following is a rollforward of the allowance for doubtful accounts for the periods presented:
 Three Months Ended March 31,
20222021
Beginning Balance$10.7 $17.1 
Provision for losses on trade accounts receivable2.1  
Write-offs, net of recovered accounts0.5 (0.3)
Ending balance$13.3 $16.8 
Long-Lived Assets and Goodwill
We review long-lived asset groups that are subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We test goodwill for impairment on an annual basis, in the fourth quarter, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. As additional information becomes available to us, our future assessment of impairments to long-lived assets and goodwill could materially and adversely impact our consolidated financial statements in future reporting periods.
The decrease in other intangibles, net of accumulated amortization, as of March 31, 2022, compared with December 31, 2021, is due primarily to 2022 amortization expense and a decrease due to the cumulative translation adjustment of our foreign entities long-lived assets resulting from changes to foreign exchange rates between periods, partially offset by an increase from expenditures for the development of internal use software. The decrease in goodwill as of March 31, 2022, compared with December 31, 2021, is due primarily to adjustments made to our preliminary purchase price allocations, and cumulative translation adjustments of our foreign entities goodwill resulting from changes to foreign exchange rates between periods. The offset to these translation adjustments are included in accumulated other comprehensive loss on our balance sheet.
Recently Adopted Accounting Pronouncements
There are no recent accounting pronouncements that have been adopted by TransUnion.
Recent Accounting Pronouncements Not Yet Adopted
On March 31, 2022, the Financial Accounting Standard Board issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments - Credit Losses (Topic 740): Troubled Debt Restructurings and Vintage Disclosures. This ASU among other things, updates accounting and disclosures for public business entities to disclose gross write-offs and gross recoveries by class of financing receivable and major security type in vintage disclosures. This guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods therein. We are assessing this guidance but do not anticipate it will have material impact on our consolidated financial statements.
2. Business Acquisitions
2021 Acquisitions
During the fourth quarter of 2021, we completed the acquisitions of Neustar, Inc. (“Neustar”) and Sontiq, Inc. (“Sontiq”). These transactions were accounted for as business combinations under the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination generally be recognized at their fair values as of the acquisition date. The determination of fair value requires management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets has been recorded as goodwill. The results of operations of these acquisitions are included in our consolidated financial statements from the dates of acquisition.
Neustar
On December 1, 2021, we completed our previously announced acquisition of Neustar, pursuant to a Securities Purchase Agreement dated as of September 11, 2021 (the “Neustar Agreement”), by and between Trans Union LLC and Aerial Investors LLC.
Neustar, a premier identity resolution company with leading solutions in Marketing, Risk and Communications, enables customers to build connected consumer experiences by combining decision analytics with real-time identity resolution services driven by its OneID platform. The acquisition of Neustar provides immediate scale to our identity resolution services through Neustar’s large, well-established customer base, accelerates the future growth of our identity-based solutions and expands our powerful digital identity capabilities through the addition of distinctive data and analytics, enabling consumers and businesses to transact online with greater confidence.
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We acquired 100% of the equity interests of Neustar for $3,095.2 million in cash, including a purchase price reduction of $11.4 million recorded in the first quarter of 2022 for certain customary purchase price adjustments as set forth in the Neustar Agreement. The acquisition was funded primarily with the proceeds from the issuance of our Incremental Term B-6 Loan, which closed concurrently with the closing of the transaction. See Note 10, “Debt,” for additional information about our Incremental Term B-6 Loan. There was no contingent consideration resulting from this transaction.
We engaged in business activities with Neustar prior to the acquisition that were not material. The results of operations of Neustar subsequent to the acquisition date and the acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included in the U.S. Markets segment.
Sontiq
On December 1, 2021, we completed our previously announced acquisition of Sontiq, pursuant to a Securities Purchase Agreement dated as of October 22, 2021 (the “Sontiq Agreement”), by and among TransUnion Interactive, Inc., EZShield Group Holdings, LLC and EZS Parent Inc.
Sontiq provides solutions including identity monitoring, restoration, and response products and services to help empower consumers and businesses to proactively protect against identity theft and cyber threats. The acquisition of Sontiq provides access to an attractive new base of customers and consumers through a highly recurring subscription-based revenue model and also complements and expands our Consumer Interactive solutions portfolio by providing valuable identity protection services for consumers. Sontiq’s identity security monitoring products incorporate our credit data, are highly complementary to our capabilities and are expected to significantly increase our opportunities for growth.
We acquired 100% of the equity interests of Sontiq for $642.6 million in cash, including the final purchase price adjustments as set forth in the Sontiq Agreement. The acquisition was funded primarily with the proceeds from the issuance of our Second Lien Term Loan, which closed concurrently with the closing of the transaction. The Second Lien Term Loan was repaid in full prior to December 31, 2021.
The results of operations of Sontiq subsequent to the acquisition date and the acquired assets and assumed liabilities, including the preliminary allocation of goodwill and intangible assets, are included within the Consumer Interactive segment.
Acquisition Costs
We recognized additional transaction costs related to the acquisitions of Neustar and Sontiq of $2.8 million for the three months ended March 31, 2022, which we have recorded within other income and expense.
Purchase Price Allocations
The purchase price for each acquisition is preliminary, pending final customary purchase price adjustments. The valuations of the assets acquired and liabilities assumed have not yet been finalized as of March 31, 2022. The purchase price allocations are preliminary and subject to change, including the valuation of intangible assets, income taxes and goodwill, among other items. The purchase price allocations for each of the acquisitions will be finalized as the information necessary to complete the analyses is obtained. We expect to complete each analysis within one year from the acquisition date.
The fair values assigned to assets acquired and liabilities assumed as of March 31, 2022 are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of the valuation analysis. Further, we have not yet allocated goodwill to reporting units.
The table below summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed, inclusive of measurement period adjustments:
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December 1, 2021
(in millions)NeustarSontiqTotal
Purchase price1:
$3,095.2 $642.6 $3,737.8 
Assets acquired:
Cash and cash equivalents$122.7 $17.8 $140.4 
Trade accounts receivable118.7 10.3 129.0 
Other current assets24.6 1.4 26.0 
Right of use lease assets83.2 2.4 85.6 
Property, plant and equipment42.3 5.2 47.5 
Identifiable intangible assets1,513.0 235.9 1,748.9 
Goodwill1,2
1,880.4 447.2 2,327.5 
Other assets5.4 0.2 5.6 
Total assets acquired$3,790.4 $720.2 $4,510.5 
Liabilities assumed:
Accounts payable$29.1 $7.5 $36.6 
Other current liabilities158.4 4.7 163.1 
Deferred revenue49.3 19.1 68.5 
Operating lease liabilities87.8 2.4 90.1 
Other liabilities14.7 0.1 14.7 
Deferred tax liabilities1
355.9 43.9 399.8 
Total liabilities assumed$695.2 $77.6 $772.7 
Net assets acquired:$3,095.2 $642.6 $3,737.8 
(1) During the three months ended March 31, 2022, we reduced the purchase price for Neustar by $11.4 million to reflect our current estimate of purchase price adjustments. Additionally, we recorded other measurement period adjustments impacting deferred tax liabilities, other current liabilities and goodwill. The impact of these adjustments resulted in a decrease to goodwill of $19.9 million, a decrease in deferred tax liabilities of $9.2 million and an increase in other current liabilities of $0.8 million.
(2) For tax purposes, we estimate that $326.6 million of the goodwill, which originated from previous acquisitions of Neustar and Sontiq, is tax deductible.

Identifiable Intangible Assets
The following table sets forth the components of identifiable intangible assets acquired and the weighted average amortization period as of the acquisition date:
December 1, 2021
NeustarSontiq
(dollars in millions)Fair ValueWeighted-Average Amortization PeriodFair ValueWeighted-Average Amortization Period
Customer relationships$1,183.0 18 years$182.8 17 years
Technology and software320.0 10 years49.3 10 years
Trade names and trademarks10.0 1 year1.5 1 year
Non-compete agreements — 2.3 2 years
Total identifiable intangible assets$1,513.0 16 years$235.9 15 years
In determining the fair value of the identifiable intangible assets, we utilized various forms of the income approach, depending on the asset being valued. The estimation of fair value requires significant judgment related to cash flow forecasts, discount
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rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Other inputs included historical data, current and anticipated market conditions, and growth rates.
The intangible assets were valued using the following valuation approaches:
Customer Relationships
We valued customer relationships using the multi-period excess-earnings method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include customer attrition rates, EBITDA margins, and discount rates.
Technology and software
We valued the developed technology using the relief-from-royalty method, a form of the income approach, which required the application of judgment for significant assumptions. Significant assumptions include the royalty rate, economic depreciation factors, and discount rates.
Other identifiable intangible assets
Other identifiable intangible assets include trade names and trademarks and non-compete agreements for key employees, which are not material. Trade names and trademarks were valued using the relief-from-royalty method, and non-compete agreements were valued using the lost income method.
We recorded the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. The purchase price of both acquisitions exceeded the fair value estimate of the net assets acquired primarily due to expected future revenue growth opportunities, synergies, operating efficiencies and the assembled workforce. The acquisition of Neustar is expected to accelerate growth through both material revenue synergies and increased participation in the fast-growing digital marketing and identity verification marketplaces. The acquisition of Sontiq is expected to result in a more comprehensive set of offerings which are expected to significantly increase growth opportunities for the Company.
3. Discontinued Operations
On December 17, 2021, we completed the sale of our Healthcare business for total consideration of $1,706.4 million in cash, including a $0.5 million true-up to our estimate of net working capital recorded in the first quarter 2022. The after-tax net proceeds were approximately $1.4 billion. The terms and conditions of the transaction are set forth in the Stock Purchase Agreement dated as of October 26, 2021, by and between Trans Union LLC and nThrive, Inc. (“nThrive”). We also entered into a transition services agreement (“TSA”) that requires Trans Union LLC to provide certain administrative and operational services to nThrive on a transitional basis for generally up to 24 months. This agreement is not material and does not confer upon us the ability to influence the operating or financial policies of nThrive subsequent to the closing date. Income generated from the services provided under the TSA has been recorded in other income and (expense), net on our consolidated statements of income.
As the transaction closed on December 17, 2021, there are no assets or liabilities of discontinued operations on our consolidated balance sheet as of March 31, 2022 or December 31, 2021.
The results of operations of the Healthcare business are presented as income from discontinued operations, net of tax, on our consolidated statements of income. The following table presents financial results of the Healthcare business for each respective period:
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Three Months Ended March 31,
(in millions)20222021
Revenue$ $46.4 
Operating expenses
Cost of services (exclusive of depreciation and amortization below)0.3 16.4 
Selling, general and administrative0.4 8.1 
Depreciation and amortization 4.8 
Total operating expenses0.7 29.3 
Operating income of discontinued operations(0.7)17.1 
Non-operating income and (expense)(0.3) 
Income before income taxes from discontinued operations(1.0)17.1 
Provision for income taxes0.1 (3.8)
Gain on sale of discontinued operations, net of tax0.5  
Income from discontinued operations, net of tax$(0.4)$13.3 
4. Fair Value
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of March 31, 2022:
(in millions)TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 6 and 10)$133.1 $ $133.1 $ 
Available-for-sale debt securities (Note 5)3.0  3.0  
Total$136.1 $ $136.1 $ 
Liabilities
Interest rate swaps (Notes 9 and 10)$12.4 $ $12.4 $ 
Put option on Cost Method Investment (Note 9)11.7   11.7 
Contingent consideration (Note 8)2.0   2.0 
Total$26.1 $ $12.4 $13.7 
The following table summarizes financial instruments measured at fair value, on a recurring basis, as of December 31, 2021:
(in millions)TotalLevel 1Level 2Level 3
Assets
Interest rate swaps (Notes 6 and 10)$12.1 $ $12.1 $ 
Available-for-sale debt securities (Note 5)3.1  3.1  
Total$15.2 $ $15.2 $ 
Liabilities
Interest rate swaps (Notes 9 and 10)$34.5 $ $34.5 $ 
Put option on Cost Method Investment (Note 9)11.9   11.9 
Contingent consideration (Note 8)16.8   16.8 
Total$63.2 $ $34.5 $28.7 
Level 2 instruments consist of foreign exchange-traded corporate bonds and interest rate swaps. Foreign exchange-traded corporate bonds are available-for-sale debt securities valued at their current quoted prices. These securities mature between 2027 and 2033. Unrealized gains and losses on available-for-sale debt securities, which are not material, are included in other comprehensive income. The interest rate swaps fair values are determined using the market standard methodology of discounting the future expected net cash receipts or payments that would occur if variable interest rates rise above or fall
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below the fixed rates of the swaps. The variable interest rates used in the calculations of projected receipts on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. As discussed in Note 10, “Debt,” there are two tranches of interest rate swaps that we entered into in 2020. As of March 31, 2022, one of those tranches is in an asset position, and the other is in a liability position.
Level 3 instruments consist of contingent consideration related to a Cost Method investment we acquired in 2021 and a put option on the same Cost Method investment, and contingent consideration obligations of a business we acquired in 2021. During the first quarter of 2022, we paid $14.8 million of contingent consideration obligation related to the Cost Method investment. The put option allows the owner of the other shares to compel TransUnion to purchase their remaining shares, subject to the fulfillment of certain conditions. The fair value of the put option is determined using a Monte Carlo analysis with assumptions that include revenue projections, volatility rates, discount rates and the option period, among others. The contingent consideration obligation of the business we acquired in 2021 is payable to the sellers of a business that the prior owners acquired prior to our ownership, and is contingent upon meeting certain revenue performance metrics. The fair value of this obligation is determined based on an income approach, using our expectations of the future expected revenue of the acquired entities.
5. Other Current Assets
Other current assets consisted of the following:
(in millions)March 31, 2022December 31, 2021
Prepaid expenses$155.3 $136.2 
Contract assets (Note 12)5.6 5.2 
Marketable securities (Note 4)3.0 3.1 
Other118.5 87.1 
Total other current assets$282.4 $231.6 
Other includes other investments in non-negotiable certificates of deposit that are recorded at their carrying value which approximates fair value.
6. Other Assets
Other assets consisted of the following:
(in millions)March 31, 2022December 31, 2021
Investments in affiliated companies (Note 7)$244.6 $240.5 
Right-of-use lease assets146.3 145.1 
Interest rate swaps (Notes 4 and 10)133.1 12.1 
Other63.3 61.3 
Total other assets$587.3 $459.0 
The increase in the interest rate swaps asset was due primarily to changes in the forward LIBOR curve during the period.
7. Investments in Affiliated Companies
Investments in affiliated companies represent our investment in non-consolidated domestic and foreign entities. These entities are in businesses similar to ours.
We use the equity method to account for investments in affiliates where we are able to exercise significant influence. For these investments, we adjust the carrying value for our proportionate share of the affiliates’ earnings, losses and distributions, as well as for purchases and sales of our ownership interest.
We account for nonmarketable investments in equity securities in which we are not able to exercise significant influence, our “Cost Method Investments”, at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. For these investments, we adjust the carrying value for any purchases or sales of our ownership interests. We record any dividends received from these investments as other income in non-operating income and expense.
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We have elected to account for our investment in a limited partnership, which is not material, using the net asset value fair value practical expedient. Gains and losses on this investment, which are not material, are included in other income and expense in the consolidated statements of income.
Investments in affiliated companies consisted of the following:
(in millions)March 31, 2022December 31, 2021
Equity Method investments$49.9 $46.1 
Cost Method investments193.0 192.6 
Limited Partnership investment1.7 1.8 
Total investments in affiliated companies (Note 6)$244.6 $240.5 
These balances are included in other assets in the consolidated balance sheets.
There are call and put options associated with one of our cost method investments that are exercisable in 2024 and 2025, subject to certain restrictions. The carrying value of the call option is included in other assets on our balance sheet. The fair value of the put option is included in other liabilities on our balance sheet, and is adjusted to fair value at each reporting date. See Note 9, “Other Liabilities,” and Note 4, “Fair Value,” for additional information about the contingent consideration and put option.
Earnings from equity method investments, which are included in other non-operating income and expense, and dividends received from equity method investments consisted of the following:
Three Months Ended 
 March 31,
(in millions)20222021
Earnings from equity method investments (Note 15)$3.0 $3.0 
Dividends received from equity method investments$0.5 $0.6 
8. Other Current Liabilities
Other current liabilities consisted of the following:
(in millions)March 31, 2022December 31, 2021
Income taxes payable$362.0 $351.1 
Accrued payroll and employee benefits135.1 279.9 
Deferred revenue (Note 12)128.3 133.6 
Accrued legal and regulatory (Note 16)113.1 85.6 
Operating lease liabilities37.9 38.4 
Contingent consideration (Note 4)2.0 16.8 
Other 55.3 66.8 
Total other current liabilities$833.7 $972.2 
The decrease in accrued payroll was due primarily to the payment of accrued bonuses during the first quarter of 2022 that were earned in 2021. The increase in accrued legal and regulatory was due primarily to an increase of our estimated liabilities for certain legal and regulatory expenses.
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9. Other Liabilities
Other liabilities consisted of the following:
(in millions)March 31, 2022December 31, 2021
Operating lease liabilities$119.7 $119.1 
Unrecognized tax benefits, net of indirect tax effects (Note 14)41.4 40.7 
Interest rate swaps (Notes 4 and 10)12.4 34.5 
Put option (Note 4)11.7 11.9 
Deferred revenue (Note 12)6.9 6.5 
Other16.3 20.2 
Total other liabilities$208.4 $232.9 
The decrease in the interest rate swaps liability was due primarily to changes in the forward LIBOR curve during the period.
10. Debt
Debt outstanding consisted of the following:
(in millions)March 31, 2022December 31, 2021
Senior Secured Term Loan B-6, payable in quarterly installments through December 1, 2028, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (2.75% at March 31, 2022, and 2.75% at December 31, 2021), net of original issue discount and deferred financing fees of $6.5 million and $36.3 million, respectively, at March 31, 2022, and original issue discount and deferred financing fees of $7.7 million and $43.1 million, respectively, at December 31, 2021
$2,649.5 $3,049.2 
Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (2.21% at March 31, 2022, and 1.85% at December 31, 2021), net of original issue discount and deferred financing fees of $3.0 million and $7.3 million, respectively, at March 31, 2022, and original issue discount and deferred financing fees of $3.2 million and $7.7 million, respectively, at December 31, 2021
2,221.1 2,227.1 
Senior Secured Term Loan A-3, payable in quarterly installments through December 10, 2024, with periodic variable interest at LIBOR or alternate base rate, plus applicable margin (1.96% at March 31, 2022, and 1.35% at December 31, 2021), net of original issue discount and deferred financing fees of $1.8 million and $1.1 million, respectively, at March 31, 2022, and original issue discount and deferred financing fees of $1.9 million and $1.2 million, respectively, at December 31, 2021
1,075.3 1,089.4 
Senior Secured Revolving Credit Facility  
Finance leases0.2 0.2 
Total debt5,946.1 6,365.9 
Less short-term debt and current portion of long-term debt(114.6)(114.6)
Total long-term debt$5,831.5 $6,251.3 
Senior Secured Credit Facility
On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan B-6, Senior Secured Term Loan B-5, Senior Secured Term Loan A-3 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility.
On December 1, 2021, we entered into an agreement to amend certain provisions of the Senior Secured Credit Facility and exercise our right to draw additional debt in an amount of $3,100.0 million, less original issue discount and deferred financing fees of $7.8 million and $43.6 million, respectively. Proceeds from the incremental loan on the Senior Secured Credit Facility were used to fund the acquisition of Neustar.
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For the three months ended March 31, 2022, we prepaid $400.0 million of our Senior Secured Term Loan B-6, funded from our cash on hand. As a result of this prepayment, we expensed $6.5 million of our unamortized original issue discount and deferred financing fees to other income and expense in the consolidated statement of income.
As of March 31, 2022, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $0.1 million of outstanding letters of credit, and could have borrowed up to the remaining $299.9 million available.
TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus any amounts of secured indebtedness previously issued under this provision, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings.
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 March 31, 2022, we were in compliance with all debt covenants.
Interest Rate Hedging
On December 23, 2021, we entered into new interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The new swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,596.0 million that amortizes each quarter. The agreement requires TransUnion to pay fixed rates varying between 1.4280% and 1.4360% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On March 10, 2020, we entered into two tranches of interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expires on June 30, 2022, with a current aggregate notional amount of $1,115.0 million that amortizes each quarter. The first swap requires TransUnion to pay fixed rates varying between 0.5200% and 0.5295% in exchange for receiving a variable rate that matches the variable rate on our loans. The second swap commences on June 30, 2022, and expires on June 30, 2025, with an initial aggregate notional amount of $1,110.0 million that amortizes each quarter after it commences. The second swap requires TransUnion to pay fixed rates varying between 0.9125% and 0.9280% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges.
On December 17, 2018, we entered into interest rate swap agreements with various counterparties that effectively fix our LIBOR exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The current aggregate notional amount under these agreements is $1,385.0 million, decreasing each quarter until the second agreement terminates on December 30, 2022. The agreements require TransUnion to pay fixed rates currently fixed at 2.702% and 2.706% 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.
The change in the fair value of our hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged debt affects earnings.
The net change in the fair value of the swaps resulted in unrealized gains of $143.1 million ($107.3 million, net of tax) and $28.3 million ($21.3 million, net of tax) for the three months ended March 31, 2022 and 2021, respectively, recorded in other comprehensive income. Interest expense on the swaps in the three months ended March 31, 2022 and 2021 was $13.7 million ($10.3 million, net of tax) and $