TransUnion Flags Non-Reliance on Past Financial Statements

TL;DR

**TransUnion just admitted its old financial statements can't be trusted.**

AI Summary

TransUnion filed an 8-K on January 8, 2024, to report an event that occurred on January 6, 2024, concerning 'Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.' This indicates that the company has identified an issue with past financial reports, meaning investors cannot fully trust the accuracy of those historical numbers. For shareholders, this is critical because it suggests potential inaccuracies in the company's financial health as previously presented, which could impact future stock performance and investor confidence.

Why It Matters

This filing signals that TransUnion's previously reported financial results may be unreliable, potentially leading to restatements and impacting investor trust in the company's financial health.

Risk Assessment

Risk Level: high — A non-reliance notice on financial statements indicates significant accounting issues that could lead to restatements, investigations, and a loss of investor confidence.

Analyst Insight

A smart investor would carefully review any subsequent filings from TransUnion detailing the nature and scope of the financial statement issues, and consider the potential for restatements and their impact on valuation before making investment decisions.

Key Numbers

• January 6, 2024 — Date of Earliest Event Reported (The specific date the event triggering the 8-K occurred.)
• January 8, 2024 — Date of 8-K Filing (The date TransUnion officially filed this 8-K with the SEC.)
• 001-37470 — Commission File Number (Unique identifier for TransUnion's filings with the SEC.)

Key Players & Entities

• TransUnion (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for TransUnion
• New York Stock Exchange (company) — exchange where TransUnion's Common Stock is registered
• 001-37470 (dollar_amount) — Commission File Number
• 61-1678417 (dollar_amount) — IRS Employer Identification No.
• 555 West Adams Street, Chicago, Illinois 60661 (company) — TransUnion's principal executive offices address
• (312) 985-2000 (dollar_amount) — TransUnion's telephone number

Forward-Looking Statements

• TransUnion will likely issue restated financial statements for previous periods. (TransUnion) — high confidence, target: Q1 2024
• The stock price of TRU may experience increased volatility and potential downward pressure. (TRU) — medium confidence, target: Next 3-6 months
• Investor confidence in TransUnion's management and financial reporting will be negatively impacted. (TransUnion) — high confidence, target: Ongoing

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value TRU New York Stock Exchange
• $80 million — olved an overstatement of approximately $80 million to the non-cash goodwill impairment tha

Filing Documents

• ck0001552033-20240106.htm (8-K) — 33KB
• 0001552033-24-000003.txt ( ) — 159KB
• ck0001552033-20240106.xsd (EX-101.SCH) — 2KB
• ck0001552033-20240106_lab.xml (EX-101.LAB) — 24KB
• ck0001552033-20240106_pre.xml (EX-101.PRE) — 12KB
• ck0001552033-20240106_htm.xml (XML) — 3KB

02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) On January 6, 2024, the Audit Committee of TransUnion's (the "Company") Board of Directors (the "Audit Committee"), upon the recommendation of management, concluded that the previously issued unaudited consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2023 (the "Q3 2023 Interim Financial Statements"), included in the Company's Quarterly Report on Form 10-Q filed on October 24, 2023 (the "Q3 2023 10-Q"), were materially misstated and should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Q3 2023 Interim Financial Statements should no longer be relied upon. The error identified within the Q3 2023 Interim Financial Statements involved an overstatement of approximately $80 million to the non-cash goodwill impairment that was reported within our consolidated statements of income and balance sheet. The overstatement of the goodwill impairment was associated with our United Kingdom reporting unit and resulted primarily from a computational error in the manual translation of the U.S. Dollar equivalent value of revenue in the base year forecast upon which revenue growth rates are applied in the valuation model to calculate the reporting unit fair value. There was no impact to cash flows from operating activities as goodwill impairment is a non-cash adjustment to reconcile net income (loss) to cash provided by operating activities. The Company's compliance with its debt covenants and performance metrics used in the calculation of executive compensation are not impacted by this adjustment. The Company plans to file, as soon as practicable, a Form 10-Q/A for the period referenced above (the "Amended 10-Q Filing") including restated unaudited consolidated finan

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Non-GAAP Measures The Company regularly presents 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 presented in accordance with GAAP. These non-GAAP financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP, including operating income, operating margin, effective tax rate, net income (loss) attributable to the Company, diluted earnings per share or cash provided by operating activities. The error described above had no impact on the Company's Non-GAAP financial 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 as of and for the three and nine months ended September 30, 2023. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by TransUnion under the Securities Act of 1933, as amended (the "Securities Act"), or under the Exchange Act, unless TransUnion expressly sets forth in such future filing that such inform

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 104 Cover page Interactive Data File (embedded within the inline XBRL file).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. TRANSUNION Date: January 8, 2024 By: /s/ Todd M. Cello Name: Todd M. Cello Title: Executive Vice President, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR