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Presentation

TransUnion beats earnings expectations. Reported EPS is $0.8, expectations were $0.71. TransUnion isn’t one of the 30 most popular stocks among hedge funds at the end of the third quarter (see the details here).

Operator: Good day, and welcome to the TransUnion 2023 Fourth Quarter Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note, today’s event is being recorded. I would now like to turn the conference over to Aaron Hoffman, Senior Vice President of Investor Relations. Please go ahead.

Aaron Hoffman: Good morning, everyone, and thank you for attending today. Joining me on the call are Chris Cartwright, President and Chief Executive Officer; and Todd Cello, Executive Vice President and Chief Financial Officer. We posted our earnings release and slides to accompany this call on the TransUnion Investor Relations website this morning, and they can also be found in the current report on Form 8-K that we filed this morning. Our earnings release and the accompanying slides include various schedules, which contain more detailed information about revenue, operating expenses and other items as well as certain non-GAAP disclosures and financial measures along with the corresponding reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures.

Today’s call will be recorded, and a replay will be available on our website. We will also be making statements during this call that are forward-looking. These statements are based on current expectations and assumptions and are subject to risks and uncertainties. Actual results could differ materially from those described in the forward-looking statements because of factors discussed in today’s earnings call and the comments made during this conference call and in our most recent Form 10-K, Forms 10-Q and other reports and filings with the SEC. We do not undertake any duty to update any forward-looking statement. Also in early January, we filed an amendment to our third quarter 2023 Form 10-Q, correcting an overstatement to the noncash goodwill impairment of our UK reporting unit.

In today’s earnings release, we have included information on a revision, primarily related to our cost of services and SG&A expenses. We plan to file our 2023 10-K by the end of the month. So with that out of the way, let me turn the time over to Chris.

Chris Cartwright: Thanks, Aaron, and let me add my welcome and share our agenda from the call this morning. First, I will provide the financial highlights for our fourth quarter 2023 results. Second, I will detail our 2024 strategic priorities to drive value across TU. And finally, Todd will detail our fourth quarter results along with our first quarter and full year 2024 guidance. In the fourth quarter, we exceeded our guidance across revenue, adjusted EBITDA and adjusted diluted EPS. Revenue grew 5% on an organic constant currency basis, with growth across all segments. U.S. markets grew 3% with Financial Services up 3% and Emerging Verticals at 2%. In Financial Services, lending and marketing activity remained consistent with the levels seen late in the third quarter with no further deterioration in volume.

In Emerging Verticals, insurance improved to mid single-digit growth driven by new business wins. Services and Collections and Public Sector both grew double-digits. Neustar delivered 4% growth in the quarter, in line with our expectations and accretive to our U.S. markets growth. Communication remains a standout driven by trusted call solutions, which grew almost 50% in the quarter. In Marketing and Risk Solutions, our subscription base remains healthy and bookings in the second half of the year were strong, which offsets still soft transaction revenues. For the year, Neustar grew revenues by 5% and expanded adjusted EBITDA margin to 31%, up 1,000 basis points in our two years of ownership. Our International segment grew by 13% on a constant currency basis in the fourth quarter, the 11th consecutive quarter of double-digit growth.

We continue to outperform our underlying markets because of innovation, share gains and expansion into new adjacencies. India led with 30% revenue growth, while Canada, Asia-Pacific and Africa grew double-digits as well. In November, we launched the next phase of our transformation program, focused on growing our global capability center network and enhancing our technology capabilities. We expect this transformation to deliver significant operating expense savings and reduce capital expenditures by 2026, while accelerating innovation and enabling growth. I will share more detail on this program shortly. We prepaid another $25 million of debt during the quarter for a total of $250 million in 2023. We also completed refinancings in October and February that will reduce our annual interest expense by $8 million in 2024.

Looking back at the full year of 2023, we delivered good results and achieved key transformation milestones despite a challenging environment for many of our geographies and end markets. Our performance highlights the resiliency of our business model the relevance of our innovations – innovative solutions and the benefits of our vertical product and geographic diversification. As we turn to 2024, and we believe three strategic priorities will create significant value for TransUnion and our shareholders. The first is to accelerate revenue and earnings growth. The second is to leverage Neustar’s product and technology capabilities further. And the third is to execute the transformation initiatives that we announced in November. Let me spend a bit more time discussing each now.

Now Todd will provide full financial guidance, but at a high level, we expect to deliver 3% to 5% revenue growth, 4% to 7% adjusted EBITDA growth and 6% to 11% adjusted diluted EPS growth. We expect economic growth to moderate in 2024 and lending volumes to remain steady. Consumer finances in the U.S. remain healthy due to low unemployment and real wage growth. Inflation has moderated, and the Fed has indicated that interest rate cuts are likely in 2024 and beyond, although, the timing and magnitude remain uncertain. Rate reductions will benefit the most rate-sensitive lending products, particularly mortgage and to a lesser extent, auto and personal loans, and also reduce interest payments to already leveraged consumers. Although demand for credit remains healthy, lending standards are still cautious.

Some lenders have faced pressure from deposit outflows, rising delinquencies and concerns over potentially increasing capital requirements. The largest banks echoed this caution during recent earnings expressing optimism for a soft landing, but forecasting modest loan growth. TransUnion maintained strong positions across customers of all sizes and has enjoyed share gains in each market segment over the last decade. In our international markets, the UK, Canada and many of our Latin American countries are also experiencing slowing economic trends, although we expect India to continue to outperform. We expect to deliver good results in this environment. We believe many of our financial services end markets are at or near their bottom. For 2024, we are assuming that economic conditions remain stable with steady, albeit slower lending volumes.

Any benefits from potential interest rate cuts and their impact on lending or marketing activity represents upside to our assumptions. Several factors underpin our confidence. First, we expect to realize the benefits of a strong sales year in 2023 and expect further momentum in 2024. Despite subdued volumes across many of our verticals in 2023, our U.S. sales team did an excellent job winning new business, culminating in strong sales in the fourth quarter for both financial services and our diversified markets. Customer demand remains strong across our verticals and solutions. Second, our vertical orientation provides diversification and growth levers that are independent of the lending environment and interest rate moves. We expect improving growth in our largest U.S. emerging vertical insurance driven by new business wins and customers slowly restoring marketing spend.

We have also meaningfully expanded the breadth and depth of our product portfolio. We continue to enhance our value proposition and core credit and to launch new fraud, marketing solutions which combine TransUnion and Neustar strengths and Trusted Call Solutions is scaling rapidly with the potential for expansion internationally. Third, we expect strong revenue growth from international, which has grown revenues organically by double digits every year since our 2015 IPO except for in 2020 due to COVID. India is our largest international market and grew revenues to almost $220 million in 2023, up over 30% and contributing roughly 1.5 points to total company growth. We have grown more than 30% in India every year since 2017 with the exception of 2020, we expect all geographies to contribute to growth in 2024.

And finally, this year, we expect to benefit from typical pricing actions both our own and third parties. We also remain highly focused on increasing profitability by driving savings from our transformation program and acquisition synergies in addition to prudent cost management. Now, key to our growth strategy is continuing to integrate Neustar successfully. Over the last two years, Neustar has been accretive to our U.S. markets growth rate and has scaled its standalone margins significantly. In 2024, we expect Neustar to grow revenue by mid-single digits. Our guidance assumes strong subscription revenue growth from our 2023 bookings and continued bookings momentum in 2024, but for soft volumes to persist in the more transactional parts of the business, which account for 20% of Neustar’s revenue.

We expect adjusted EBITDA margin at Neustar to be roughly 32% in 2024. We are allocating investment dollars to scaling fast growing and high potential products like Trusted Call Solutions and our identity-based marketing offerings, two of the most exciting opportunities across TransUnion. For this reason, we look at margin progress at U.S. markets as the more relevant statistic. We continue to deliver cost synergies and as of the end of 2023, we achieved our $80 million plus run rate target, already above the $70 million referenced at the time of acquisition. This does not include the benefits of material technology savings from our transformation program, which is enabled and accelerated by Neustar’s state-of-the-art data and analytics platform, now called OneTru.

We continue to achieve key milestones that can accelerate growth at Neustar and across TransUnion in 2024 and beyond. Now, we expect Communications Solutions to grow on the strength of Trusted Call Solutions or TCS. Since its launch in 2018, TCS has scaled to $80 million in 2023, up $30 million or 60% over the prior year. We expect the business to grow over 40% in 2024. TCS is revolutionizing inbound and outbound voice calling for our customers, improving answering rates, reducing fraud and increasing efficiency. Demand remains robust and we continue to win new customers across every vertical. Additionally, we’re rolling out highly requested enhancements, including displaying logos for business calls to consumers, which recently launched with AT&A and blocking spoof calls before they reach consumers.

TCS is already a needle mover for U.S. markets and total company growth rates, and we see a clear right to win in what we believe could be a $1 billion addressable market in the U.S. over the longer-term. We also see broad application across several geographies and will soon be announcing our next international launch in one of TransUnion’s largest markets. In marketing, we integrated 22 additional TU and Neustar data assets into our new unified identity graph. Our entire marketing suite is now utilizing this unified graph that incorporates our best data. It enhances the depth, breadth and accuracy of consumer data across offline and online customer channels. With a newly improved identity graph, we cover 98% of the U.S. adult population with 700 plus demographic attributes and are seeing a 20%-plus increase in marketable phone numbers and e-mails and 50%-plus increase in targetable addresses.

This identity centric approach is resonating with customers, particularly as they contend with the reality of third-party cookie deprecation, which Google is starting limited test of cookie restrictions. We’re well-positioned to serve our customers during this transition, differentiating with our highly authoritative first party identity data as well as direct integration into walled gardens and publishers with privacy enhancing technologies such as clean rooms and partnerships with cloud marketplaces such as Snowflake, Amazon Web Services and the Google Cloud. In Risk Solutions, we expect accelerating growth driven by strong bookings of our contact center products in the second half of 2023. We’re consolidating Neustar’s risk capabilities onto TruValidate to deliver omni-channel fraud mitigation and have invested incrementally in go-to-market capacity.

Our third strategic focus area for 2024 is executing our ongoing transformation initiatives. Since I became CEO in 2019, we have invested in global platforms across our product, operations, technology and data and analytics teams to build scale, foster knowledge sharing and develop standardized way of operating across the world. These initiatives accelerate innovation, streamline workflows, reduce costs and create better user experiences for customers and consumers. In November, we announced the next step of our transformation, comprising two complementary programs. First, we will build upon our strategy of leveraging our global capability centers across the globe, driving workforce productivity and allowing us to provide more services from talent rich geographies like India, South Africa and Costa Rica.

We grew our GCCs from 400 employees in 2019 to over 4,000 in 2023 and expect to transition over 1,000 additional roles over the next two years. We are balancing the need for customer centric work in market with the opportunity to centralize and standardize key global functions. Second, we will enhance our technology capabilities by completing our project rise cloud migration and leveraging Neustar’s technology to consolidate our product and innovation enablement onto a common state-of-the-art platform, OneTru. We expect this transformation to drive material revenue and cost benefits. By 2026, we expect to deliver $120 million to $140 million of annual operating expense savings with half of that realized in 2024. We also expect to reduce our CapEx spend from the historical 8% of revenue to 6% by 2026, The equivalent of $70 million to $80 million in annual cash savings.

Now to achieve these savings, we expect to incur $355 million to $375 million of one-time costs. This is inclusive of $65 million already communicated for Project Rise. In simple terms, we expect to deliver roughly $200 million of ongoing annual free cash flow benefit for $300 million of incremental one-time costs. Just as importantly, these investments, particularly OneTru will accelerate our innovation rates. OneTru will enable our growth strategy of extending further into marketing and fraud solutions. These two fast growing markets are highly synergistic with our core credit markets. Put simply, we’re not a Credit Bureau attempting to play in the identity space, we are a consumer identity bureau applying these capabilities to credit data along with marketing and fraud solutions to serve our customers.

We believe that the complementary nature of credit, marketing and fraud will fuel growth across all three markets. OneTru will become the destination platform for activating our data assets in a single integrated technology stack across all global TransUnion product families, from data ingestion, data management and identity resolution to analytics and delivery. The platform is built on top of a foundational hybrid cloud infrastructure developed through Project Rise and leverages Neustar’s architecture. OneTru is already live and powering TransUnion products and the next two years are about enhancing capabilities and consolidating more products, data and analytics onto the platform. We believe that OneTru will improve our data quality, speed our time to market and accelerate innovation.

From a cost perspective, OneTru will also save costs, enabling us to rationalize applications and standardize services. These efficiencies will allow our engineers to spend more time focused on innovation. This standardized operating model will also ensure a compliance and privacy first approach using embedded security guardrails. The OneTru platform is increasing our pace of innovation and enabling the next generation of products. Let me highlight a few examples. In our TruIQ analytics suite, we leverage OneTru to improve the quality of our analytics services by reducing the time to insights and actions. In the past, we’ve discussed our TruIQ Innovation Labs, where our scientists collaborate with customers in multi-day hands on sessions, infusing our data, analytics and domain expertise to solve their business problems.

Last year, we ran a host of these labs on the OneTru platform, clients benefited from real time interaction with our data and analytics for faster model development and deployment. The feedback has been very positive. By integrating our products on this common platform, we’ll be able to serve clients’ needs across multiple and previously siloed domains and convert our engagement seamlessly into ongoing revenues. We also recently launched TruIQ Data Enrichment, which provides instant access to TU data from within the customer’s technology environment. This privacy first approach to data enrichment eliminates the need for sensitive client IP to leave their control. The solution streamlines access to credit and marketing data and accelerates model development.

Advanced Acquisitions is a new offering that combines Data Enrichment with our credit and marketing capabilities for an integrated credit based pre-screen solution. Advanced Acquisitions powers a full range of consumer acquisition tools including self service, batch pre-screens, acquisition campaign, model development and deployment, and marketing audience definition, build and activation. TransUnion’s media planning and measurement tools are also available on the OneTru platform to ensure effective marketing spend. We’re also consolidating our fraud mitigation products globally onto OneTru in an integrated suite called TruValidate. TruValidate combines our comprehensive identity data along with fraud signals from a range of Neustar and TU products in a single platform where we apply advanced analytics fueled by machine learning and AI to extract deep insights.

Our result or rather the result has been a substantial improvement in fraud detection and a reduction in false positives. We’re currently beta testing our first release and expect the full rollout this summer. Our fraud product suite serves thousands of customers around the world and represents roughly $300 million of revenues against a multibillion dollar addressable market. We see substantial opportunity to gain share by offering a high performance integrated suite of solutions amplified by best-in-class analytics, which we believe will outperform the patchwork of point solutions that many customers use today. And finally, we’re creating new and innovative marketing solutions in addition to the ongoing enhancements to our identity capabilities.

TruAudience data collaborations, which we formerly called clean rooms, is a next generation offering to enable data collaboration between parties that don’t want to directly exchange data, but must connect to partners across the advertising ecosystem. It’s currently in market, in beta testing and will fully launch later this year. Client feedback is enthusiastic and we’re working with the walled gardens to drive adoption. I look forward to providing you updates on these product advancements in the coming quarters. And with that, I’ll turn it over to Todd, who’ll provide further details on our fourth quarter financial results, our first quarter and full year 2024 outlook. Todd?

Todd Cello: Thanks, Chris, and let me add my welcome to everyone. As Chris mentioned, in the fourth quarter, we exceeded our guidance on all key financial metrics. Fourth quarter consolidated revenue increased 6% on a reported basis and 5% on an organic constant currency basis. There was no impact from acquisitions and a less than 1% benefit from foreign currency. Our business grew 4% on an organic constant currency basis, excluding mortgage from both the fourth quarter of 2022 and 2023. Adjusted EBITDA increased 1% on a reported and constant currency basis. Our adjusted EBITDA margin was 34.2%, ahead of our expectations but down 140 basis points compared to the year ago fourth quarter due to lower U.S. financial services volumes, which have high margin flow through.

Fourth quarter adjusted diluted EPS increased 2%, adjusted effective tax rate was 21.4% in the quarter and 22% for the full year, below our 23% guidance due to successful tax planning efforts. Finally, in the fourth quarter, we took $78 million in one-time charges related to the next phase of our transformation. The first expenses and what we expect to be a $355 million to $375 million program, inclusive of the final year of Project Rise. These fourth quarter charges were primarily related to employee separation with a modest amount related to office closures. I will provide more color on expectations for charges in 2024 during the guidance section. Before I get into U.S. markets, a reminder that we report Neustar revenue within our vertical market structure.

As we’ve stated previously, starting in 2024, we will stop providing standalone Neustar quarterly revenue growth rates and adjusted EBITDA margins. We will, however, provide updates on how we are progressing to our full year targets to achieve mid-single-digit revenue growth in 2024. Looking at segment financial performance for the fourth quarter, U.S. markets revenue was up 3% compared to the year ago quarter. Adjusted EBITDA for U.S. markets was flat and adjusted EBITDA margin was down 80 basis points to 33.2%. Financial services revenue grew 3% with activity broadly consistent with the levels seen late in the third quarter. Consumer lending revenue declined 3%. Online activity remains soft, but batch marketing has seen some modest improvement among our fintech customers, a sign that players are cautiously anticipating growth.

Our credit card and banking business was down 5%, while issuance is healthy on a historical basis, online and batch activity remains tempered as lenders contend with credit normalization, deposit pressures and potential capital constraints. We are seeing stronger activity from our largest customers compared to a more conservative approach by midmarket and smaller institutions. We continue to retain and win share across our customers with momentum in fraud and identity solutions. Our auto business grew – delivered 1% growth on top of 16% growth in the prior year quarter. New car sales in the U.S. totaled $15.5 million in 2023, up 12% but still below the roughly $17 million of annual sales seen from 2015 to 2019. Sales are expected to increase modestly in 2024.

The higher level of new car sales will still take time to replenish the used car market, which saw declining sales in 2023 and continues to face availability and affordability challenges. Used car prices were down in 2023 but are still 30% above pre-pandemic levels. The used car market currently accounts for almost 60% of financed vehicles in the U.S. For mortgage, revenue was up 34% in the quarter against inquiry volume declines of 11%. The pace of volume declines slowed throughout the year, but for the year applications were over 50% below 2019 levels and existing home sales were the weakest since 1995. Average mortgage rates after topping 8% in late October have fallen to 6.5% to 7% range. Rates remain high on a recent historical basis, which combined with elevated home prices and low inventory, will likely limit activity.

On a trailing 12 month basis, mortgage represented about 7% of total TransUnion revenue. Let me now turn to our emerging verticals, which grew 2% in the quarter. Insurance delivered mid-single digit growth in the fourth quarter and 4% for full year 2023 with trends stable and in line with expectations in the fourth quarter. In 2024, we expect to deliver improving growth with momentum as the year progresses. After two years of contracting marketing activity, we expect carriers to slowly restore marketing spend as rate adequacy improves and while consumer shopping activity remains robust. We continue to deliver significant new business wins across our core products as well as with innovative products like TruVision driving history and successful cross selling of Neustar and Sontiq solutions.

Tech, retail and e-commerce and telco both grew low single digits. Tech, retail and e-commerce benefited from trusted call solutions wins and good, fraud and identity volumes from e-commerce customers, while caller ID drove growth in telco. Media was flat as usage based volumes for our audience solutions remained soft. Across our other emerging verticals, Services and Collections and Public sector both grew double digits, powered by strong growth in trusted call solutions and an employment screening declined as we work through the recalibration of our solutions. We are working to provide the most customer and consumer friendly approach possible and we believe it will create a long-term competitive advantage, particularly as regulators push for more consistent and compliant data usage across vendors.

Consumer interactive revenue increased 7%, benefiting from a large breach win. We continue to grow our breach business largely on the strength of the Sontiq offerings. Breach revenues can be uneven, but are increasingly the byproduct of proactively selling recurring cyber protection programs to companies through cyber insurance providers. Breach response engagements also provide new engagements with consumers with opportunities to cross sell them into credit education and identity protection programs. Excluding the large breach win, revenue would have declined 2% in line with our expectations and the current run rate of the business. Adjusted EBITDA margins were 45.5%, down 580 basis points due primarily to the impact of the breach win. Our direct business continues to decline as we recalibrated our marketing approach to focus on higher-value consumers.

So far, we’ve seen good returns on the revamped approach. We continue to work to improve our value proposition and go-to-market strategy in this business. Our indirect business grew led by Sontiq, which grew double digits in the fourth quarter and over 20% for the full year. In addition to stronger-than-expected breach revenue, Sontiq’s identity protection business grew double digits. For our traditional credit education products, performance across customers varied based on the idiosyncratic market dynamics. Lenders continue to be selective in utilizing offer aggregators and other channels for marketing. For my comments about International, all revenue growth comparisons will be in constant currency. For the total segment, revenue grew 13% with four of our six reported markets growing by double digits.

Adjusted EBITDA margin was 44%, up 20 basis points. Now, let’s dig into the specifics for each region. In India, we grew 30%, reflecting strong market trends and generally healthy consumers. We continue to win share in core consumer credit with an expanding suite of credit-oriented solutions as well as increased penetration of small and medium lenders. This strong core performance is complemented by a meaningful growth across commercial, credit, fraud, marketing and direct-to-consumer offerings. We now generate over a third of our India revenue outside of consumer credit, a testament to the success of taking our growth playbook to the Indian market. We expect another very strong year from India in 2024. In the UK, revenue was flat. The UK fintech market remains challenged, but we continue to see good growth in banking and insurance as well as share gains and wins with products like TruVision, trended data and our consumer offerings.

Our Canadian business grew 14% despite a tepid macro environment, substantially outperforming flat to slightly declining lending market growth. We benefited from share gains in financial services, strong growth in telco and insurance and continued momentum in direct-to-consumer, including recent breach wins. Material portion of the outsized growth in Canada in 2023 came from sizable share wins, which will be fully annualized in 2024. For 2024, we expect healthy mid-single-digit growth in continued market outperformance. In Latin America, revenue was up 5%, and Brazil was down in the quarter due to weakness in the fintech market. In Colombia and our other Latin American countries, we delivered good growth across online and batch despite softening market conditions with wins across financial services, government and insurance.

In Asia Pacific, we grew 13%, led by very strong growth in the Philippines, where we see attractive market growth and increased customer penetration. Hong Kong also had another solid quarter. Finally, Africa increased 11% based on a broadly strong performance despite a challenging environment in several of our largest markets. Turning to the balance sheet. We ended the quarter with roughly $5.3 billion of debt after prepaying $25 million in the quarter for a total of $250 million in 2023. Looking back, since we announced the acquisition of Neustar in September of 2021, we’ve prepaid about $1.5 billion of debt. That left us with $480 million of cash on the balance sheet. We finished the quarter with a leverage ratio of 3.6 times. In October, we completed the refinancing of our revolving credit facility and Term Loan A.

In addition to extending our maturities from 2024 to 2028, we expanded our revolver from $300 million to $600 million, and our Term Loan A from $1 billion to $1.3 billion. We used the incremental $300 million raised for our Term Loan A to prepay $300 million of our higher coupon Term Loan B-6. Last week, we repriced our Term Loan B-6, reducing our credit spread by 25 basis points and removing the credit spread adjustment. The combined impact of these two refinancings results in roughly $8 million of annual interest expense savings. Net of our swaps, our average effective cost of debt at today’s SOFR rate is roughly 5%. You can find our updated debt profile in the appendix of our presentation. We continue to focus on the integration of our recent acquisitions and have no intention to make large-scale acquisitions this year.

Our priority is to prepay debt in 2024 with our excess cash flow. However, we expect prepayments to be lower than 2023 due to the onetime cash payments related to our transformation program. Cash outlays related to our fourth quarter cost initiative actions were minimal, and we expect most of our $355 million to $375 million of onetime expenses to be paid out in 2024. Based on our expectations for adjusted EBITDA and cash generation, we expect our leverage ratio to be in the low three time range by the end of 2024. We continue to work toward our leverage ratio target of under three times. We do not view three times as an ending point for deleveraging and view debt prepayments as the best incremental use of our cash over the medium term. Turning to guidance, I wanted to first explain our philosophy for 2024.

When we provided fourth quarter 2023 guidance in October, we were deliberately very conservative following a challenging third quarter. Our guidance for the first quarter and full year 2024 reflects more typical TransUnion conservatism. We are assuming the current slower conditions persist throughout the year. Should interest rate cuts occur, and drive increased lending and marketing activity that would represent upside to our current guidance. That brings us to our outlook for the first quarter of 2024. We expect FX to have an insignificant impact on revenue and adjusted EBITDA. We expect revenue to come in between $971 million and $980 million or up 3% to 4% on an as-reported and organic constant currency basis. Our revenue guidance includes approximately one point of tailwind from mortgage meaning that we expect the remainder of our business will be up 2% to 3% on an organic constant currency basis.

We expect adjusted EBITDA to be between $324 million and $331 million, up 1% to 3%. We expect adjusted EBITDA margin of 33.4% to 33.8% or down 50 to 90 basis points. Margins are expected to be down sequentially and year-over-year due to the timing of expenses in international, particularly India as well as Consumer Interactive. We expect year-over-year margin expansion in our U.S. markets business in the first quarter. We expect the first quarter to be our lowest margin quarter with margins expanding each quarter as transformation savings build throughout the year. We also expect our adjusted diluted EPS to be between $0.79 and $0.81 a range of down 2% to up 1%. Turning to the full year. We expect insignificant impact from FX on revenue and adjusted EBITDA.

We expect revenue to come in between $3.96 billion and $4.02 billion or up 3% to 5% on an as-reported and organic constant currency basis and up about 1.5% to 3.5%, excluding the impact of mortgage. For 2024, we expect mortgage inquiries to be down roughly 5% and our revenues to increase roughly 25%, primarily due to the impact of third-party scores pricing. We expect inquiries to be down roughly 15% in the first half of the year and up roughly 10% in the second half of the year as comparisons ease. For our business segments, we expect U.S. markets to grow mid-single digit or low single digit, excluding mortgage. We anticipate financial services to be up mid-single digits or up low single digits, excluding mortgage. We expect emerging verticals to be up low single digits.

We anticipate that international will grow high single digits in constant currency terms, driven by the same positive trends that we saw throughout 2023. And we expect Consumer Interactive to decline low single digits. Turning back to total company outlook. We expect adjusted EBITDA to be between $1.398 billion and $1.441 billion, up 4% to 7%. That would result in adjusted EBITDA margin being 35.3% to 35.8% or up 25 to 75 basis points. We anticipate adjusted diluted EPS to be $3.57 to $3.74, up 6% to 11%. We expect our adjusted tax rate to be approximately 22.5%. Depreciation and amortization is expected to be approximately $530 million, and we expect the portion excluding step-up amortization from our 2012 change in control and subsequent acquisitions to be about $245 million.

We anticipate net interest expense will be about $245 million for the full year, down over $20 million year-over-year, primarily due to our 2023 debt prepayments, recent refinancings and lower SOFR. We expect to take an incremental roughly $200 million in onetime charges in 2024 related to our transformation program. Combined with $78 million of charges in the fourth quarter, we expect a total of roughly $280 million spent through 2024 compared to $355 million to $375 million of total program costs, which are expected to be completed in 2025. We expect capital expenditures to be about 9% of revenue. I want to wrap up with some additional detail about our expectations for adjusted EBITDA in 2024. A key driver of adjusted EBITDA growth is flow-through from higher revenue inclusive of continued investment in the business.

Based on the high end of our guidance, we expect to grow revenues by roughly $190 million and adjusted EBITDA by $65 million. While we are adding absolute adjusted EBITDA dollars, the lower than typical incremental margin is due to mix of revenue growth outside of core credit as well as targeted investments, primarily to support the strong growth in our International segment. When lending activity picks up, we expect to see strong incremental margins. Second positive is savings from our transformation program, which we expect to deliver roughly $65 million in benefit, in line with our commitment in November. We expect the savings benefit to build throughout the year. We also expect $20 million to $25 million of benefit from continued Neustar acquisition synergies and as well as reduced Sontiq in Argus integration costs in 2024.

Partially offsetting these positives is resetting our annual incentive compensation costs to target after a below-target payout in 2023 in addition to annual merit increases. Taken together, we expect a good year for adjusted EBITDA growth with expected additional transformation savings still to come and further upside if we see any step-up in credit volumes. I’ll now turn the call back to Chris for some final comments.

Chris Cartwright: Thank you, Todd. To wrap up, we exceeded fourth quarter expectations, driven by stable lending and marketing conditions in the U.S. and robust growth from international. We expect a strong year in 2024 with mid-single-digit revenue growth and high single-digit adjusted diluted EPS growth. We’re focused on three strategic priorities for the year to create value for TU accelerating revenue and earnings growth, leveraging Neustar’s product and technology capabilities further and executing on our transformation initiatives. Finally, on a personal note, as many of you know, Aaron Hoffman has decided to retire from TransUnion in March. Aaron has been instrumental in building out the Investor Relations function at TU and has been a valuable resource to our management team and to investors alike.

We’ve been lucky to have him over these last eight years, and we wish him a happy retirement. We’re also excited to have Greg Bardi, who has been working with Aaron in these last three years and covered TransUnion on the sell-side before that. Leading our Investor Relations going forward. Now let me turn the time over to Aaron.

Aaron Hoffman: Thanks, Chris, and thanks for those kind words. I appreciate that very much. So that does conclude the prepared remarks today. And for the Q&A, as always, we ask that you ask only one question so that we can include more participants. And operator, we can begin the Q&A now.

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Operator: Thank you. [Operator Instructions] And today’s first question comes to Jeff Meuler with Baird. Please go ahead.

Steven Pawlak: Yes, thank you. This is Steven Pawlak on for Jeff. I guess what do you need to see or what are your clients said if they need to see in order for Neustar transactional revenue to improve or bounce back?

Chris Cartwright: Yes. Good morning, Jeff. I think I’ll start answering that, Steven. Yes, so on the Neustar front, the headwind to hitting our growth targets there beyond mid-single digits has been the decline in the transactional components of the portfolio. In a more difficult economic environment, marketing and advertising activity has pulled back. In addition to the volume slowdown, we’ve seen with clients working to reduce data costs, right, and relying more on first-party data. So both of those have been headwinds to our sales. We’ve compensated a bit for the cutback on the data side by selling more first-party record hygiene and identity resolution services. So really, what we need is, I think, a stable floor in those areas and perhaps some rebound in activity.

The guidance that we provide at Neustar is consistent with our overall guidance this period. It’s intended to be conservative, yet constructive we’re pushing to exceed that guidance and we hope we’ll be able to do over the course of the year.

Operator: Thank you. And our next question today comes from Andrew Steinerman with JPMorgan. Please go ahead.

Andrew Steinerman: Hi Chris, could you jump into the Consumer Interactive guide for 2024? Just maybe expand on what your expectations are more than just the numbers. And then inside the numbers, what are you assuming in terms of indirect growth for Consumer Interactive and when do you expect direct to return to growth?

Chris Cartwright: Yes. So obviously, Andrew, we have been navigating a pivot in the consumer business over the past 18 months or so. Part of that is the direct business, which has been in decline in part because of market demand shifting more towards premium, but also some adjustments in our marketing practices. That area has been the most pronounced decliner. Where we’re at now is we can see it getting to kind of a neutral state over the course of the year, sometime probably mid-second quarter, a combination of reaching an equilibrium on our marketing practices and enjoying the benefits of the annual price increase and the like. We expect indirect to remain kind of a low single-digit grower over the course of the year. And of course, breach protection and identity protection through our Neustar acquisition – I’m sorry, through our Sontiq acquisition is doing particularly well.

It grew over 20% last year, had a really strong fourth quarter. Again, think of the consumer guide in total in the context of an overall conservative corporate guide, right, where we’re steering more towards the high end of things. And look, I think its important just to emphasize in the big with regard to TU in the consumer space is that, we believe we will return this business back to consistent positive organic growth. And we intend to compete across the full dimension of opportunities, whether that be identity protection, freemium offering, and the like.

Operator: Thank you. And our next question today comes from Faiza Alwy with Deutsche Bank. Please go ahead.

Faiza Alwy: Yes, hi, good morning. Thank you. I wanted to ask about U.S. Financial Services and the growth that you were assuming there for 2024. Just give us some color around how we should think about auto card, consumer lending. And we didn’t touch on Argus. So curious what your expectations are there? Thanks.

Chris Cartwright: Sure. So in U.S. Financial Services, I mean, look, as we know, there was a year of turmoil in 2023, not only were we dealing with the impact of inflation and much higher interest rate, which slowed demand. But we’re also dealing with deposit outflows from certain segments in banking because of the instability that we experienced in the second quarter. That led to a material slowdown in September of last year. We modeled a continuation of that slowdown in the fourth quarter, in fact, a deterioration from that rate. It turned out that, that was a bit conservative, and we overperform that, as you can see. Turning to 2024, we think we’re at or near a floor in most of these services, but we’re not assuming any improvement, right.

So we kind of budgeted for steady volume across the different subcategories of financial services in the U.S. over the course of the year. Now growth rates are going to improve in the second half because comparables are easier in the second half. And of course, by the second half, we’re getting the full benefit of price actions of both our own and third parties. But it’s kind of a steady sailing forecast, if you will. We’re not building in any uplift from the potential for interest rate reductions by the Fed.

Operator: Thank you. And our next question today comes from Toni Kaplan with Morgan Stanley. Please go ahead.

Toni Kaplan: Terrific. Thank you. I was hoping you could talk about your expectations for the fintech environment through 2024. I know you talked about some modest improvement in batch that you’re seeing, but still challenges in the UK. So just hoping to get a little more color on where you see fintech in particular go from here? Thanks.

Chris Cartwright: Yes. Well, last year was an especially difficult one for fintech, largely because of the increase in borrowing costs and the difficulty of getting funding. And I think also some concerns about the health of the consumer from the third quarter forward. We saw a pretty material reduction here in the U.S. That segment probably fell roughly 20% last year. Again, our assumptions for 2024 are more or less steady from the volumes that we experienced in the fourth quarter. we’re encouraged by the stability that we’re seeing. And we’re encouraged by an uptick in some batch activity which suggests that there will be more marketing activity in this space, but we haven’t modeled too much of that optimism into the guide.

Todd Cello: And just to add on to that, Toni, just to provide some sizing for fintech. We talked about in 2022 that we did about $175 million last year in the U.S., we’re talking about and – we brought it – last year, we saw it come down to $140 million. So that’s the 20% that Chris is referring to. Reason for bringing that out is TransUnion has a very nice position with fintechs that we’ve spoken about, and our team’s done a great job building those relationships. And in the whole scheme of our revenue, it’s less than 4% of the overall company’s revenue. So just wanted to make certain that was appropriately sized in response to your question. We see tremendous opportunity though, for us, as we believe that those customers are on a path to growing again and we’re best positioned to take advantage of that.

Chris Cartwright: Yes. And you also mentioned the UK, I mean, clearly it was even more difficult year. Today, you had a number of players that exited the market, that impacted our overall fed in the UK. We’re continuing to – high-single digit growth…

Operator: Thank you. And our next question today comes from Kelsey Zhu with Autonomous Company. Please go ahead.

Kelsey Zhu: Hi, good morning. Thanks for taking my question. One of your peers has highlighted headwinds to their mortgage prequalification revenues in 2024 because soft polls are getting really expensive. I was wondering if you’re expecting similar headwinds in that space in 2024 and how big prequalification revenues would be for mortgage for TransUnion?

Chris Cartwright: Hey. So Kelsey, I think I followed the question. We had a little bit of a technical glitch here, but I think you’re talking about mortgage headwinds due to a rollout of the single bureau prequalification that the FHFA has sponsored. We have modeled that into our assumptions. So it is baked into the guide that we have provided. We expect that it will cause some volume deterioration, but again, that’s factored into. Well, that’s just one factor in our process of estimating where we think mortgage volumes will be. So we look at all of the publicly available information, we talk to our client advisory board. We’ve got the historical trajectory of this, and then we have made some adjustments for an industry-wide adoption of a single bureau pull at prequalification.

Operator: Thank you. And our next question comes from Ashish Sabadra with RBC Capital Markets. Please go ahead.

Ashish Sabadra: Thanks for taking my question. Just wanted to focus down or drilldown further on the emerging verticals. You mentioned the win in insurance and pretty good momentum there. But how should we think about the puts and takes? And for the rest of the emerging verticals, can you talk about some puts and takes in 2024. Thanks.

Chris Cartwright: Sure. Todd?

Todd Cello: Hey Ashish, I’ll take that one from you. So the – I think the heart of your question really comes down to the guidance that we provided for the emerging verticals and that we’re assuming to be low-single digits. And really the way to think about that, the way we look at it is we break the emerging verticals into different segments. And you alluded to already insurance. We’re expecting insurance to have a good year in 2024. The team has signed many new clients, so there’s significant new business wins that will come to fruition in the year. As we spoke about in our prepared remarks, marketing is improving slowly. So we’re cautiously optimistic about that. And shopping activity remains strong. So all in all, insurance, we’re expecting a good year, probably in the mid-single-digits of growth.

Also in the emerging verticals, we’re expecting good growth in services and collections as well as in our public sector verticals. And a lot of that growth is coming from trusted call solutions, where we’ve seen significant, meaningful growth. And obviously that’s the capability that came with Neustar acquisition. So those three verticals of insurance, services and collections, and public sector represent about 40% of the emergency – revenue. So that means the other 60% to talk about expecting good growth out of those three. So in that other 60% [Audio Dip] business, here, as you’re well aware to recalibrate due to a consent order that signed with the CFPB, [Audio Dip] opted our product to provide [Audio Dip] reports that we provide [Audio Dip] space.

But it’s going to take us a little bit of time in that, we probably more, maybe in the second half of the year [Audio Dip] get back to the growth expectations. Second thing that is [Audio Dip] communication. The communication vertical is where much of use are [Audio Dip] capabilities, for example. So think of caller ID TransUnion now provides [Audio Dip] That’s kind of a flattish business. And it’s also a bigger, so needless to say that [Audio Dip] to the growth rate then also the media vertical has tempered expectations for us in 2024 [Audio Dip] what Chris spoke about earlier with the generation [Audio Dip] volume dependent. So if there’s a recovery coming on the market side, that would be something that would benefit. I highlight those three, because those are the three where our expectations are a little bit and consistent with the guidance that we’ve provided for the year.

This is just where we’re being prudent [Audio Dip] provide guide here that’s overly take it one quarter at a time as we go forward.

Chris Cartwright: A couple of call points on emerging tenant and employment where we signed this consent order saw revenue turn negative as we had to discontinue certain products. CFPB subsequently has issued guidance to the industry that confirms very tightly to the consent order that we sign. And we’re seeing other industry players adopt similar adjustments and curtailments to the type of information that they’re providing. And we think it’s the good news. We think CFPB levels the plane and once we lap these changes, we’re going to return to zero. The other thing I would mention, the communications vertical [Audio Dip] growth overall, those services that we provide, while they’re mature, they’re extremely profitable, most importantly, the feedstock for the new generation of trusted call solutions that’s driving [Audio Dip].

Operator: Thank you. And our next question today comes from Manav Patnaik with Barclays. Please go ahead.

Manav Patnaik: Yes. Thank you. I just had a question on mortgage plus pricing. I guess the down 15% in the first half that just seems like kind of continuation of what you saw in the fourth quarter. Just wanted to confirm the plus 10% in the second half, was that purely comp? So is there some other assumption you’ve made in there? And then I think in your prepared remarks, you said pricing going up from your own and third-party. I think we know the third-party, but just wanted some more clarity on where your pricing is going up and how much.

Todd Cello: Hey, Manav, this is Todd. Can you hear me okay?

Manav Patnaik: I can hear you. Now it’s a little muffled while you’re talking, but right now I heard you fine.

Todd Cello: Okay. Great. So I’m going to – I’ll speak louder. So as far as the assumptions that we have pertaining to our volumes, we are assuming that we’re going to grow – we’re going to be down 10% in the first half, but up 15% in the second half, I’m just reiterating, and then down 5% for the full year. The assumption is just purely on the comparisons in the second half of the year, there’s no – we’re not banking on any type of recovery in mortgage. It’s more kind of the same, right? And just to provide a little bit more context on that, when we build our assumptions for mortgage, we’re looking at this across multi-dimensions, the first being our own team and what they’re seeing in the market, the second being our mortgage advisory board.

And this is where we’re hearing directly from our customers as it pertains to what their expectations are. And then the third area is where we look at outside data sources just like you do, so for example, the Mortgage Bankers Association. So you take those three elements and that’s how we come up with our guide. The second part was…

Chris Cartwright: Yes, the second part was about the pricing. I’ll wait here, because I didn’t hear it. I mean, obviously, Manav, as you well know, third-party pricing is the biggest driver of price increases in mortgage and has been for the last couple of years. Our comment about our own pricing, you should think of it as more or less consistent with our annual pricing practices. And then again, as we all know, if the Fed were to lower rates mortgage volumes is probably the first area where we would see some uptick.

Operator: Thank you. And our next question today, excuse me, comes from Owen Lau with Oppenheimer. Please go ahead.

Owen Lau: Hey, good morning. Thank you for taking my question. Can you please go back to your rate cut assumption? Are you assuming no rate cut currently? I mean, if there are three rate cuts as the Fed is projecting right now or even more than three, just like what the market is pricing in. How should we think about the incremental benefit in rent and also EPS in 2024? Thank you.

Todd Cello: Yes. Owen, as it pertains to our interest rate assumption, we are not assuming that the business gives any benefit from interest rate cuts. So think of that as if the interest rates come and there is an uptick in lending, that would all be upside to the guidance that we provided this morning.

Chris Cartwright: Yes. Look, this is an opportunity, I think, for us to just provide some context and clarification on the nature of the guidance 3% to 5% organic. Clearly, Todd and I feel the odds are more towards the high end of that range. And again, we wanted to be conservative given the environment in which we’re operating, we’re not modeling in volume increases due to rate cuts, that would all be upside. And we’re steering the business towards what we hope will be outperformance.

Operator: Thank you. And our next question today comes from Andrew Nicholas with William Blair. Please go ahead.

Andrew Nicholas: Hi good morning. Thank you for taking my question. I just wanted to ask on Neustar margins specifically, I think you guided to 32% this year, historically, or I guess previously, you talked about a 40% margin target. Just wondering kind of if that’s still within the realm of expectations over the medium term? What will it take to get up to that level, recognizing that you’ve already gotten the $80 million plus of cost savings in the run rate? Just an update there would be helpful. Thank you.

Chris Cartwright: Yes, for sure. So the guide to Neustar margins getting to the level of the full enterprise, at least to peak margin performance was more in the context of a four- to five-year period, right? We’ve had two years of ownership. We’ve added 1,000 basis points. We’re headed toward 32% this year. And while we’ve achieved the $80 million in cost reductions, look, we think there’s more juice in the squeeze, so to speak. We’re not formalizing yet. We’re not guiding to it. The other factor that’s going to give us material margin upside is as the revenue growth rate increases in Neustar, assuming we start to enjoy flattish market conditions on the marketing side, and get some uplift on the risk side through all of the innovation that we’ve done with our fraud mitigation suite, we’re going to get higher flow-through that’s going to help drive margins up to that initial post-acquisition guide.

Aaron Hoffman: Great. And that brings us to the end of the call today as we’re bumping up towards the top of the hour now, a very busy day of earnings for everyone. So, I want to thank you for your time today and wish everybody a good rest of the day. Thank you very much.

Operator: Thank you. This concludes today’s conference call. We thank you all for attending today’s presentation. You may now disconnect your lines, and have a wonderful day.