EX-99.2 3 exhibit99212312018.htm EXHIBIT 99.2 Exhibit



Exhibit 99.2
Callcredit
Reconciliation of Adjusted Revenue and Adjusted EBITDA
(amounts in millions)

The tables below present a reconciliation of the revenue and operating loss of Callcredit, as reflected in Note 2 of the financial statements included in our Form 10-K filed with the SEC on February 14, 2019, to the non-GAAP measures of Adjusted Revenue and Adjusted EBITDA, respectively, for the twelve months ended December 31, 2018.

Reconciliation of revenue to Adjusted Revenue:
 
 Year Ended
December 31, 2018
 
 
 
Callcredit revenue per Note 2 to the accompanying financial statements
 
$
71.3

  Add-backs:
 
 
    Deferred revenue fair value impact(1)
 
28.2

  Deductions:
 
 
    Revenue from non-core customer contracts(2)
 
(2.1
)
Callcredit Adjusted Revenue
 
$
97.4


Due to displaying amounts in millions, the table above may not foot.

Footnotes:
(1)
Represents an adjustment to reflect the amount of revenue that would have been recognized, had deferred revenue not been reduced to estimated fair value in accordance with the acquisition method of accounting under U.S. GAAP.
(2)
Represents an adjustment to reduce post-acquisition revenue from certain non-core customer contracts of Callcredit that are not classified as discontinued operations and that will expire within approximately one year.

Reconciliation of operating income (loss) to Adjusted EBITDA:
 
 Year Ended
December 31, 2018
 
 
 
Callcredit operating loss per Note 2 to the accompanying financial statements
 
$
(28.2
)
  Add-backs:
 
 
    Deferred revenue fair value impact(1)
 
26.1

    Depreciation and amortization
 
30.4

    Integration costs(2)
 
6.8

    Other
 
0.5

Adjusted EBITDA
 
$
35.6

 
 
 
Adjusted EBITDA margin
 
36.5
%

Due to displaying amounts in millions, the table above may not foot.

Footnotes:
(1)
Represents an adjustment to reflect the amount of revenue that would have been recognized, had deferred revenue not been reduced to estimated fair value in accordance with the acquisition method of accounting under U.S. GAAP, partially offset by a decrease to revenue for certain acquired non-core customer contracts that are not classified as discontinued operations that will expire within approximately one year.
(2)
Represents an adjustment to add-back Callcredit integration costs and the operating costs of the non-core customer contracts.










TransUnion pro forma                                         Exhibit 99.2
Reconciliation of pro forma Adjusted Revenue and pro forma Adjusted EBITDA
(amounts in millions)

The tables below present a reconciliation of the combined pro forma revenue and pro forma net income from continuing operations of TransUnion and Callcredit, as reflected in Note 2 of the financial statements included in our Form 10-K filed with the SEC on February 14, 2019, to pro forma Adjusted Revenue and pro forma Adjusted EBITDA for the twelve months ended December 31, 2018 and 2017, assuming TransUnion's acquisition of Callcredit occurred on January 1, 2017.
 
 
Year Ended December 31,
Reconciliation of pro forma revenue to pro forma Adjusted revenue:
 
2018
 
2017
 
 
 
 
 
Pro forma revenue per Note 2 to the accompanying financial statements
 
$
2,405.0

 
$
2,066.0

  Adjustments:
 
 
 
 
    Deferred revenue fair value impact(1)
 
29.8

 
38.7

    Revenue from non-core customer contracts(2)
 
(3.2
)
 
(4.7
)
Pro forma Adjusted Revenue
 
$
2,431.6

 
$
2,100.0


Due to displaying amounts in millions, the table above may not foot.

Footnotes:
(1)
Represents and adjustment for pre- and post-acquisition revenue that would have been recognized, had deferred revenue not been reduced to estimated fair value in accordance with the acquisition method of accounting under U.S. GAAP.
(2)
Represents an adjustment to reduce pre- and post-acquisition revenue from certain non-core customer contracts of Callcredit that are not classified as discontinued operations and that will expire within approximately one year.
Reconciliation of pro forma net income from continuing operations to pro forma Adjusted EBITDA:
 
 YTD December 31, 2018
 
 YTD December 31, 2017
 
 
 
 
 
Pro forma net income from continuing operations per Note 2 to the accompanying financial statements
 
$
267.5

 
$
283.1

Pro forma net interest expense
 
165.0

 
138.2

Pro forma provision (benefit) for income taxes
 
67.0

 
(103.3
)
Pro forma depreciation and amortization
 
333.3

 
291.1

Pro forma EBITDA
 
832.7

 
609.1

Adjustments:
 
 
 
 
    Deferred revenue fair value impact(1)
 
28.8

 
38.6

    Stock-based compensation(2)
 
61.4

 
47.7

    Mergers and acquisitions, divestitures and business optimization(3)
 
7.2

 
88.3

    Other(4)
 
18.8

 
22.0

Total adjustments
 
116.2

 
196.7

Pro forma Adjusted EBITDA
 
$
948.9

 
$
805.8

 
 
 
 
 
Pro forma Adjusted EBITDA margin
 
39.0
%
 
38.4
%

Due to displaying amounts in millions, the table above may not foot.

Footnotes:
(1)
Represents all of the pro forma adjustments as reflected in Exhibit 99.2 of our Form 8-K filed with the SEC on August 27, 2018, and similar adjustments for the second, third, and fourth quarters of 2018.
(2)
Consisted of stock-based compensation and cash-settled stock-based compensation.




(3)
Consists of the adjustments included in footnote 3 of Schedule 2 of Exhibit 99.1 of this Form 8-K and additional similar adjustments of Callcredit prior to the date of acquisition.
(4)
Consists of the adjustments included in footnote 4 of Schedule 2 of Exhibit 99.1 of this Form 8-K and additional similar adjustments of Callcredit prior to the date of acquisition.