TransUnion — Regulatory Filings 2020

Jun 9, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): June 9, 2020

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TransUnion

(Exact name of registrant as specified in its charter)

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Delaware	001-37470	61-1678417
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 West Adams Street,
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 312 ) 985-2000

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Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

☐ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TRU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure.

On June 9, 2020, Chris Cartwright, President and CEO, and Todd Cello, Executive Vice President and CFO of TransUnion (the “Company”), will participate in a virtual industry conference. Mr. Cartwright will provide an update on business trends in the Company’s businesses since the update Mr. Cello provided on May 27, 2020. He will share that based on the trends over the past two weeks discussed below, and the view that those trends will continue through the end of the quarter, we now believe that we will most likely achieve revenue declines in line with the upside case outlook scenario discussed on the first quarter earnings call on April 28, 2020 , which contemplates second quarter 2020 revenue declining less than 10%. The second quarter 2020 base case and upside case outlook scenarios discussed on April 28 are set forth below. For details on each scenario, please see the first quarter 2020 earnings presentation materials that are available on the TransUnion Investor Relations website at www.transunion.com/tru .

• Overall, as the pace of state and country reopenings has accelerated in the past few weeks, our businesses have generally stabilized or improved.

• The Financial Services vertical has realized consistently better performance over the past two weeks as states are reopening and consumers are reengaging with lenders. Mortgage has been particularly strong as the refinance boom has continued and consumers have returned to the home purchase market. Auto, Credit Card and Consumer Lending have all shown slightly better trends over the past two weeks as well.

• In our Emerging Verticals, stability in the performance of the Insurance, Government and Collections verticals has increased over the past two weeks along with improving trends in Healthcare, Telco and Screening. Again, this last group of businesses clearly benefits from states reopening and improving consumer sentiment around venturing outside of the home.

• The Consumer Interactive business has shown slight improvement over the past two weeks, particularly in the direct business as our targeted marketing and subscriber retention efforts are paying off. The indirect business remains stable since our last update.

• Trends in the International business have largely stabilized or are starting to show signs of recovery with developed markets still performing better than emerging markets, where lockdowns were more severe and country infrastructure often does not adequately support digital commerce.

Base Case – Potential Financial Outcome

• Adjusted Revenue: decline 13% to 18%

• Includes 1 point of FX headwind

• U.S. Markets: mid-teens percent decline

• International: low-twenties percent decline

• Consumer Interactive: mid-single-digits percent decline

• Adjusted EBITDA: decline 33% to 38%

• Includes 1 point of FX headwind

• Adjusted EPS: decline more than Adjusted EBITDA

• Expect Adjusted Revenue and Adjusted EBITDA declines to moderate in 2H20 assuming linear recovery

Upside Case – Potential Financial Outcome

• Adjusted Revenue: decline less than 10%

• Adjusted EBITDA: decline less than 25%

• Adjusted EPS: decline more than Adjusted EBITDA

This Form 8-K is being furnished solely to satisfy the requirements of Regulation FD.

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this Form 8-K that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. Factors that could cause actual results to differ materially from those described in the forward-looking statements include the factors that can be found in our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Report for the quarterly period ended March 31, 2020, and any subsequent Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are available on TransUnion’s website (www.transunion.com/tru) and on the Securities and Exchange Commission’s website (www.sec.gov). Many of these factors are beyond our control. The forward-looking statements contained in this Form 8-K speak only as of the date hereof. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date hereof.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
Exhibit 104	Cover Page Interactive Data File -- the cover page XBRL tags are embedded within the Inline XBRL document.

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: June 9, 2020

By:	/s/ Mick Forde
Name:	Mick Forde
Title:	Senior Vice President