Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - TransUnion | a12-31x2017erexhibit991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): February 13, 2018
____________________
TransUnion
(Exact name of registrant as specified in its charter)
____________________
Delaware | 001-37470 | 61-1678417 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
555 West Adams Street, Chicago, Illinois | 60661 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (312) 985-2000
____________________
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)) |
Item 2.02 Results of Operations and Financial Condition
On February 13, 2018, TransUnion (the "Company") issued a press release announcing results for the quarter ended December 31, 2017. A copy of the press release is attached and furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, 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 8.01 Other Events
On February 13, 2018, TransUnion announced that its Board of Directors has approved a dividend policy, pursuant to which it intends to pay quarterly cash dividends on our common stock with a targeted annual payout of 10 to 15 percent of Adjusted Diluted Earnings per Share, and the removal of the three-year time limitation on its previously announced $300 million stock repurchase program. The announcement was included in the press release furnished herewith as Exhibit 99.1. TransUnion expects to commence paying dividends pursuant to this policy in the second quarter of 2018, subject to the approval of the Board of Directors at the times they are declared. The remaining authorized $167 million of stock repurchases may be made from time to time at management's discretion at prices management considers to be attractive through open market purchase or through privately negotiated transactions, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements. The Company has no obligation to repurchase shares, and the timing, actual number and value of the shares that are repurchased, if any, will be at the discretion of management and will depend on a number of factors, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. Repurchases may be suspended, terminated or modified at any time for any reason. Any repurchased shares will have the status of treasury shares and may be used, if and when needed, for general corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||
Press release of TransUnion dated February 13, 2018, announcing results for the quarter ended December 31, 2017. | |||
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: February 13, 2018
By: /s/ Mick Forde
Name: Mick Forde
Title: Senior Vice President