SEC Comment Letter 0000000000-23-013767 to TransUnion (TRU) (CIK 0001552033) (TRU)
TransUnion (TRU) (CIK 0001552033)
Date: Dec. 18, 2023 · CIK: 0001552033 · Accession: 0000000000-23-013767
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo December 18, 2023 Todd Cello Chief Financial Officer TransUnion 555 West Adams Chicago, IL 60661 Re:TransUnion Form 10-K for the Fiscal Year Ended December 31, 2022 File No. 1-37470 Dear Todd Cello: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations - Twelve Months Ended December 31, 2022, 2021 and 2020 Operating Expenses, page 49 1.In your discussion of year over year changes in the various operating expense line items, you identify multiple factors for changes without quantifying the impact of each. Please revise to quantify the change for each of the factors that you cite. Refer to Item 303(b) of Regulation S-K. Non-GAAP measures- Twelve Months Ended December 31, 2022, 2021 and 2020: Adjusted EBITDA and Adjusted EBITDA Margin, page 58 2.We note an adjustment for "Accelerated technology investment" to arrive at Adjusted EBITDA and Adjusted Net Income for all periods presented. Please tell us how your presentation of these non-GAAP measures complies with Item 10(e)(1)(ii)(B), and discuss why these costs do not reflect normal, recurring, cash operating expenses necessary to operate your business. You may also refer to Question 100.01 of the Non-
FirstName LastNameTodd Cello Comapany NameTransUnion December 18, 2023 Page 2 FirstName LastName Todd Cello TransUnion December 18, 2023 Page 2 GAAP Financial Measures Compliance and Disclosure Interpretations for guidance.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ta Tanisha Meadows at (202) 551-3322 or Joel Parker at (202) 551-3651 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
December 18, 2023
Todd Cello
Chief Financial Officer
TransUnion
555 West Adams
Chicago, IL 60661
Re:TransUnion
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 1-37470
Dear Todd Cello:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations - Twelve Months Ended December 31, 2022, 2021 and 2020
Operating Expenses, page 49
1.In your discussion of year over year changes in the various operating expense line items,
you identify multiple factors for changes without quantifying the impact of each. Please
revise to quantify the change for each of the factors that you cite. Refer to Item 303(b) of
Regulation S-K.
Non-GAAP measures- Twelve Months Ended December 31, 2022, 2021 and 2020:
Adjusted EBITDA and Adjusted EBITDA Margin, page 58
2.We note an adjustment for "Accelerated technology investment" to arrive at Adjusted
EBITDA and Adjusted Net Income for all periods presented. Please tell us how your
presentation of these non-GAAP measures complies with Item 10(e)(1)(ii)(B), and
discuss why these costs do not reflect normal, recurring, cash operating expenses
necessary to operate your business. You may also refer to Question 100.01 of the Non-
FirstName LastNameTodd Cello
Comapany NameTransUnion
December 18, 2023 Page 2
FirstName LastName
Todd Cello
TransUnion
December 18, 2023
Page 2
GAAP Financial Measures Compliance and Disclosure Interpretations for guidance.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Ta Tanisha Meadows at (202) 551-3322 or Joel Parker at (202) 551-3651
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services