Table of Contents




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

2020

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34480

VERISK ANALYTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

26-2994223

Delaware26-2994223

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

545 Washington Boulevard Jersey City, NJ

07310-1686

Jersey City

NJ

07310-1686

(Address of principal executive offices)

(Zip Code)

(201)

(201) 469-3000

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock $.001 par value

VRSK

NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☑  Yes    ☐  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   ☐  Yes    ☑  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ☑   Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☑  Yes     ☐  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer
       

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐  

Smaller reporting company

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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment on the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ☐  Yes    ☑  No

As of June 30, 2018,2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $16,796,964,310$26,448,164,972 based on the closing price reported on the NASDAQ Global Select Market on such date.

As of February 15, 2019,19, 2021, there were 163,509,530162,791,583 shares outstanding of the registrant's Common Stock, par value $.001.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III of this annual report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 20192021 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2018.


INDEX2020.

 

INDEX

Page

PART I

Item 1.

Business

Page

4

PART I

Item 1.

Item 1A.

Item 1B.

Item 2.

Item 3.

Item 4.

PART II

Item 5.

Item 6.

Item 7.

Item 7A.

Item 8.

Item 9.

Item 9A.

Item 9B.

PART III

Item 10.

Item 11.

Item 12.

Item 13.

Item 14.

PART IV

Item 15.

Item 16.

EXHIBIT INDEX

90

  SIGNATURES93

Exhibit 4.8

Exhibit 23.1

Exhibit 23.131.1

Exhibit 31.131.2

Exhibit 31.2

Exhibit 32.1


Unless the context otherwise indicates or requires, as used in this annual report on Form 10-K, references to “we,” “us,” “our” or the “Company” refer to Verisk Analytics, Inc. and its subsidiaries.

In this annual report on Form 10-K, all dollar amounts are expressed in millions, unless indicated otherwise.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Verisk Analytics, Inc., or Verisk, ("Verisk") has made statements under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this annual report on Form 10-K that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” You should specifically consider the numerous risks outlined under “Risk Factors.”

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this annual report on Form 10-K to conform our prior statements to actual results or revised expectations.

3


Item 1.

Business

Our Company

Verisk is a leading data analytics provider serving customers in insurance, energy and specialized markets, and financial services. Using advanced technologies to collect and analyze billions of records, we draw on unique data assets and deep domain expertise to provide innovations that may be integrated into customer workflows. We offer predictive analytics and decision support solutions to customers in rating, underwriting, claims, catastrophe and weather risk, natural resources intelligence, economic forecasting, commercial banking and finance, and many other fields. In the United States or ("U.S.,") and around the world, we help customers protect people, property, and financial assets.

Our customers use our solutions to make better decisions about risk and opportunitiesopportunities with greater efficiency and discipline. We refer to these products and services as solutions due to the integration among our services and the flexibility that enables our customers to purchase components or a comprehensive package. These solutions take various forms, including proprietary data assets, expert industry insight, statistical models, tailored analytic object, and tailored analyticsrobust software platforms all designed to allow our customers to make more logicalinformed risk decisions. We believe our solutions for analyzing risk have a positive impact on our customers’ revenues and help them better manage their costs. In 2018,2020, our customers included all of the top 100 property and casualty or ("P&C,&C") insurance providers in the U.S. for the lines of P&C services we offer and all of the top 30 credit card issuers in North America, the United Kingdom, and Australia as well as 9nine of the top 10ten global energy providersproducers around the world. We also work with a wide range of companies, governments, and institutions across the energy and metals and mining value chains. We believe that our commitment to our customers and the embedded nature of ourour solutions serve to strengthen and extend our relationships.

We believe that Verisk is uniquely positioned because of the set of distinctivesDistinctives or competitive advantages we cultivate and continue to expand.expand, as indicated below. Our existing businesses, in addition to new product innovations, integrate the following four singular qualities into the foundation of our strategy.

Our Distinctives

Unique Data Assets - Data is at the core of what we do. We use our proprietary data assets to develop predictive analytics and transformative models for our customers.

Deep Domain Expertise - We have specialized and in-depth knowledge in a number of defined vertical markets, including insurance, energy, financial services, and risk management. We understand that different verticals require different approaches, and our deep domain expertise adds value to our analytics in the markets we serve.

Steady Stream of First-to-Market Innovations - We move quickly to be the first to market with new solutions. Typically, the marketplace assumes that those who are first to market are superior to the competition and better positioned to succeed.

Deep Integration into Customer Workflows - By embedding our solutions into customer workflows, we help our customers better manage risk and optimize their bottom line. We achieve this goal by remaining closely connected to our customers at all times and serving their distinct needs.

We offer our solutions and services primarily through annual subscriptions or long-term agreements, which are typically pre-paidprepaid and represented over 80%82% of our revenues in 2018.2020. For the year ended December 31, 2018,2020, we had revenues of $2,395.1$2,784.6 million and net income of $598.7$712.7 million. For the five yearfive-year period ended December 31, 2018,2020, our consolidated revenues and net income grew at a compound annual growth rate or CAGR,("CAGR") of 13.7%8.7% and 10.6%, respectively.

our net income grew at 4.8%.

Our History

We trace our history to 1971, when Insurance Services Office, Inc., or ISO, ("ISO") started operations as a not-for-profit advisory and rating organization providing services to the U.S. P&C insurance industry. ISO was formed as an association of insurance companies to gather statistical data and other information from insurers and report to regulators, as required by law. ISO’s original functions also included developing programs to help insurers define and manage insurance products and providing information to help insurers determine their own independent premium rates. Insurers used and continue to use our offerings primarily in their product development, underwriting, and rating functions.

On May 23, 2008, in contemplation of our initial public offering or IPO,("IPO"), ISO formed Verisk Analytics, Inc. ("Verisk"), or Verisk, a Delaware corporation, to be the holding company for our business. Verisk was initially formed as a wholly-ownedwholly owned subsidiary


of ISO. On October 6, 2009, in connection with our IPO, the Companywe effected a reorganization whereby ISO became a wholly-ownedwholly owned subsidiary of Verisk. Verisk common stock began trading on the NASDAQ Global Select Market on October 7, 2009, under the ticker symbol “VRSK.”

Over the past two decades, we have transformed our business beyond its original functions by deepening and broadening our data assets, developing a set of integrated risk management solutions and services, and addressing new markets. Our expansion into analytics began when we acquired the American Insurance Services Group or AISG,("AISG") and certain operations and assets of the National Insurance Crime Bureau in 1997 and 1998, respectively. Those organizations brought to the company large databases of insurance claims as well as expertise in detecting and preventing claims fraud. To further expand our business, in 2002, we acquired AIR Worldwide or AIR,("AIR"), the technological leader in catastrophe modeling. In 2006, to bolster our position in the insurance claims field, we acquired Xactware Solutions Inc., a leading supplier of estimation software for professionals involved in building repair and reconstruction. In 2012, we acquired Argus Information & Advisory Services, LLC or Argus,("Argus") to expand our global presence providing information, competitive benchmarking, analytics, and customized services to financial institutions in the payments space. In 2015, we acquired Wood Mackenzie Limited or ("Wood Mackenzie,Mackenzie") to advance our strategy to expand internationally and position us in the global energy market. In 2017, we acquired a group of similar but unrelated companies for aerial image capture purposes, or Aerial Imagery acquisitions, in our insurance vertical. Additionally, in 2017, we acquired G2 Web Services, LLC or G2;("G2"); Sequel Business Solutions Ltd., or Sequel; ("Sequel"); Lundquist Consulting, Inc., or LCI; ("LCI"); and PowerAdvocate, Inc., or PowerAdvocate, ("PowerAdvocate") to further strengthen our position in the Insurance, Energy and Specialized Markets and Financial Servicestheir respective segments. The Aerial Imagery acquisitions provide multi-spectral aerial photographic services with expertise in offering digital photogrammetric and remote sensing data for mapping and surveying applications. G2 provides merchant risk intelligence solutions for acquirers, commercial banks, and other payment system providers. Sequel is a leading insurance and reinsurance software specialist based in London. LCI offers risk insight, prediction, and management solutions for banks and creditors. PowerAdvocate is a leading data analytics provider with a one-of-a-kind spend and cost data that are curated from millions of transactions across thousands of services, materials, and equipment categories in the energy industry. In 2018, we acquired Rulebook Limited or Rulebook,("Rulebook") to further our international insurance presence in the overseas market.

In 2019, we acquired Genscape, Inc. ("Genscape") and Flexible Architecture and Simplified Technology, LLC ("FAST") to enhance our solutions within the Energy and Specialized Markets segment and Insurance segment, respectively. In 2020, we acquired Franco Signor, LLC to further our offerings in the Medicare space and Lead Intelligence, Inc. ("Jornaya") to grow our set of marketing solutions for the insurance and financial services markets.

Those acquisitions have added scale, geographic reach, highly skilled workforces, and a wide array of new capabilities to support our customers. They have helped to make us a leading provider of information and decision analytics for customers involved in the business of risk in the U.S. and selectively around the world.

Segments

We organize our business in three segments: Insurance, Energy and Specialized Markets, and Financial Services. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of this annual report for additional information regarding our segments. See Note 19.19. of our consolidated financial statements included in this annual report on Form 10-K for further information.


Insurance Segment

Our Insurance segment primarily serves our P&C insurance customers and focuses on the prediction of loss, the selection and pricing of risk, and compliance with their reporting requirements in each U.S. state in which they operate. We also develop predictiveand utilize machine learned and artificially intelligent models to forecast scenarios and produce both standard and customized analytics that help our customers better manage their businesses, including detecting fraud before and after a loss event and quantifying losses. Our customers include most of the P&C insurance providers in the U.S. In recent years, we have expanded our offerings to also serve certain non-U.S. markets.

Finally, we have also expanded into the life and annuity sectors through the acquisition of FAST in December 2019, as well as internal solutions development, to enable the transformation of the industry across the policy lifecycle through no-code technology, data analytics, and modeling. 

Underwriting & rating

We are the recognized leader in the U.S. for industry-standard insurance programs that help P&C insurers define coverages and issue policies. We provide policy language, prospective loss costs, policy writing rules, and a variety of otherunderwriting solutions for 29risk selection and segmentation, pricing, and workflow optimization across 30 lines of insurance. Our policy language, prospective loss cost information and policy writing rules can serve as integrated turnkey insurance programs for our customers. Insurance companies need to ensure that their policy language, rules, and rates comply with all applicable legal and regulatory requirements. InsurersThey must also make sure their policies remain competitive by promptly changing coverages in response to changes in statutes, case law, or case law.regulatory requirements. To meet their insurers' needs, we process approximately 2,400 regulatory filings and interface with state regulators in all 50 states plus the District of Columbia, Guam, Puerto Rico, and the Virgin Islands each year to ensure smooth implementation of our rules and forms. When insurers choose to develop their own alternative programs, our industry-standard insurance programs also help regulators ensure that such insurers’ policies meet basic coverage requirements.


Standardized coverage language, which has been tested in litigation and tailored to reflect judicial interpretation, helps ensure consistent treatment of claimants. As a result, our industry-standard language also simplifies claim settlements and can reduce the occurrence of costly litigation, because our language causes the meaning of coverage terminology to become established and known. Our policy language includes standard coverage language, endorsements, and policy writing support language that assist our customers in understanding the risks they assume and the coverages they offer. With these policy programs, insurers also benefit from economies of scale. We have more than 120195 specialized lawyers and insurance experts reviewing changes in each state’s insurance rules and regulations, including an average of approximately 13,000over 11,000 legislative bills, 9,000actions, over 9,200 regulatory actions, and 2,000 court decisions per year, to make any required changes to our policy language and rating information.

To cover the wide variety of risks in the marketplace, we offer a broad range of policy programs. For example, in the homeowners line of insurance, we maintain policy language and rules for 6 basic coverages, 283 national endorsements, and 611616 state-specific endorsements.

The P&C insurance industry is heavily regulated in the U.S.: P&C insurers are required to collect statistical data about their premiums and losses and to report that data to regulators in every state in which they operate. Our statistical agent services have enabled P&C insurers to meet those regulatory requirements for more than 45 years. We aggregate the data, and as a licensed or appointed “statistical agent” in all 50 states, Puerto Rico, and the District of Columbia, we report those statistics to insurance regulators. We are able to capture significant economies of scale given the level of penetration of this service within the U.S. P&C insurance industry.

To provide our customers and the regulators the information they require, we maintain one of the largest private databases in the world. Over the past four decades, we have developed core expertise in acquiring, processing, managing, protecting, and operating large and comprehensive databases that are the foundation of our insurance offerings. We use our proprietary technology to assemble, organize, and update vast amounts of detailed information submitted by our customers. We supplement this data with publicly available information.

Each year,

In 2020 alone, P&C insurers sendsent us approximately 3.73.1 billion detailed individual records of insurance transactions, such as insurance premiums collected or losses incurred. We maintain a database of more than 21.422.9 billion statistical records, including approximately 9.19.9 billion commercial lines records and approximately 12.313.0 billion personal lines records. We collect unit transaction detail of each premium and loss record, which enhances the validity, reliability, and accuracy of our data sets and our actuarial analyses. Our proprietary quality process includes more than 2,900 separate checks to ensure that the data meets our high standards of quality.

We provide actuarial services to help our customers analyze and price their risks. Using our large database of premium and loss data, our actuaries are able to perform sophisticated analyses using our predictive models and analytic methods to help our P&C insurance customers with pricing, loss reserving, and marketing. We distribute a number of actuarial solutions and offer flexible services to meet our customers’ needs. In addition, our actuarial consultants provide customized services for our customers that include assisting them with the development of independent insurance programs, analysis of their own underwriting experience, development of classification systems and rating plans, and a wide variety of other business decisions. We also supply information to various customers in other markets, including reinsurance and government agencies.

We project customers' future losses and loss expenses using a broad set of data. Those projections tend to be more reliable than if our customers used their own data exclusively. We make a number of actuarial adjustments before the data is used to estimate future costs. Our customers can use our estimates of future costs in making independent decisions about the prices charged for their policies. For most P&C insurers in most lines of business, we believe that our estimates of future costs are an essential input to rating decisions. Our actuarial products and services are also used to create the analytics underlying our industry-standard insurance programs described above.

We gather information on individual properties businesses, and communities so that insurers can use our information to evaluate and price personal and efficiently process commercial property insurance, applications, including property, auto, generalas well as commercial liability business owner's policy, and workers compensation.insurance. Our property-specific rating and underwriting data and analytics allowinformation allows our customers to understand, quantify, underwrite, mitigate, and avoid potential losses, while matching price to exposure.loss for residential and commercial properties. Our ProMetrix® platformdatabase contains informationdata and analytics on 6approximately 12.0 million commercial buildings, 27.5 million businesses, loss costs and virtually all communitiesproperties in the U.S. We have a staff of approximately 550530 field representatives strategically located around the U.S. who observe and report on conditions at commercial and residential properties, evaluate community fire-protection capabilities and assess the effectiveness of municipal building-code enforcement. Each year, our field staff visits approximately 290,000more than 375,000 commercial properties to collect information on new buildings and verify building attributes.


We are a leading provider of innovative solutions for the personal underwriting markets, including homeowners and auto lines. WeDrawing on an array of resources from proprietary and third-party data to geospatial imagery, we build and maintain widely used industry-standard tools that assist insurers in underwriting and rating, rating—that is, measuring and selecting risks and pricing coverage appropriately to help ensure fairness to the consumer and a reasonable return for the insurer. Our solutions apply advanced predictive analytics to our deep reservoir of data and information to quickly and precisely gauge the degree and cost of risk.

risk quickly and precisely, and our workflow tools help insurers increase speed and cost-efficiency while delivering superior customer experiences. These premier solutions span a range of applications—from using precise home reconstruction costs to ensure policyholders have the right amount of coverage, to providing auto insurers with data to bind policies in minutes with once-and-done quoting.

Our solutions span a wide range of P&C insurance, encompassing personal and commercial lines of coverage that protect private residences, private and commercial vehicles, and businesses.

We also provide proprietary analytic measures forof the ability of individual communities to mitigate losses from important perils. Nearly every property insurer in the U.S. uses our evaluations of community firefighting capabilities to help determine premiums for fire insurance throughout the country. We provide field-verified and validated data on the fire protection services for approximately 40,000 fire response jurisdictions. We also offer services to evaluate the effectiveness of community enforcement of building codes and the efforts of communities to mitigate damage from flooding. Further, we provide information on the insurance rating territories, premium taxes, crime risk, and hazards of windstorm, earthquake, wildfire, and other perils. To supplement our data on specific commercial properties and individual communities, we have assembled, from a variety of internal and select third-party sources, information on hazards related to geographic locations representing every postal address in the U.S. Insurers use this information not only for policy quoting andbut also for analyzing risk concentration in geographical areas. We also make our data and analytics available to commercial real estate lenders to allow them to better understand risks associated with propertiespeople they lend against.

We are a leader in and pioneered the field of probabilistic catastrophe modeling used by insurers, reinsurers, financial institutions, and government to manage their risk from extreme events. Our models, which form the basis of our solutions, enable companies to identify, quantify, and plan for the financial consequences of catastrophes. We have developed models for hurricanes, earthquakes, winter storms, tornadoes, hailstorms, and floods in more than 110 countries as well as pandemics worldwide. We have developed a probabilistic terrorism model capable of quantifying the risk in the U.S. from this evolving threat, which supports pricing and underwriting decisions down to the level of an individual policy, as well as models for estimating losses to crop insurance programs in the U.S., Canada and China. Our newest models offer risk management solutions for the cyber and casualty lines of business.

We have begun to expand our footprint of data and solutions to include both U.S. and international markets.

 Our international insurance markets grew through acquisitions, and today serves a large proportion of those insurers operating in both the UK and Irish property and casualty markets. Additionally, our international market provides services to much of the Lloyd's and London market, whilst also serving customers in Canada, Continental Europe, Singapore, China, Australia, and New Zealand. The international enhanced commercial and residential property models and enriched data sets help insurers with triage, reconstruction value, risk selection, pricing, benchmarking, and portfolio management across multiple insured segments, with an emphasis on residential and commercial property. Insurers also use our solutions to finetune the accuracy of their rating models, to drive underwriting results through a set of analytical products that predict the relative risk and variation of major insurance perils including theft, flood, storm, fire, freeze, etc. Our international small and medium size commercial lines casualty solutions help customers digitally transform, enabling straight through processing and underwriting. In addition to property data and solutions, customers benefit from decision and benchmarking analytics using firmographic, technographic, and business intelligence, and proprietary management competency scores.

Claims

Our claims insurance solutions provide our customers analytics in the areas of fraud detection, compliance reporting, subrogation and repair cost estimation, and aerial imagery business, including emerging areas of interest within these categories.

We are a leading provider of fraud-detection tools for the P&C insurance industry. Our anti-fraud solutions improve our customers’ profitability by both predicting the likelihood that fraud ismay be occurring and detecting suspicious activity after it has occurred. When a claim is submitted, our system searches our all-claims database and returns information about other claims filed by the same individuals or businesses (either as claimants or insurers), that helps our customers determine if fraud has occurred.may be occurring. The system searches for matches in identifying informational fields, such as name, address, Social Security number, vehicle identification number, driver’s license number, tax identification number, or other parties to the loss. Our system also includes advanced name and address searching to perform intelligent searches and improve the overall quality of the matches. Information from match reports speeds payment of meritorious claims while providing a defense against fraud and can lead to denial of a claim, negotiation of a reduced award, or further investigation by the insurer or law enforcement.

We also have a comprehensive case management system used by claims adjusters and investigation professionals to process claims and fight fraud. ClaimsOur claims databases are one of the key tools in the fight against insurance fraud. The benefits of a single all-claims database include improved efficiency in reporting data and searching for information,information; enhanced capabilities for detecting suspicious claimsclaims; and superior information for investigating fraudulent claims, suspicious individuals, and possible fraud rings. Our database also helps insurers fulfill on their regulatory compliance reporting requirements at both the state and federal level for delinquent child support liens and other required checks. The database contains information for more than 1.31.5 billion claims and is the world’s largest database of P&C claims information used for claims processing and investigations. Insurers and other participants submit new claims more than 240,000253,000 new claims a day on average across all categories of the U.S. P&C insurance industry.

We also offer solutions to help the P&C industry comply with the federal Medicare Secondary Payer ("MSP") Statute; mandating reporting of claims data, repayment of conditional payments liabilities, and ongoing protection of the Medicare Trust Fund. Our solutions include highly accurate Medicare reporting with flexible solutions that are customized to the way insurers, self-insured employers and third-party administrators ("TPAs") do business, including integrated conditional payment processing, and a full range of Medicare Set-Aside ("MSA") services. In addition to full compliance support, including First Report of Injury ("FROI")/Subsequent Report of Injury ("SROI") and other Electronic Data Interchange ("EDI") reporting, claims professionals can also access robust analytic solutions for workers' compensation and liability claims and can leverage litigation analytics for improved claim results. 

We also provide data, analytics, and networking products for professionals involved in estimating all phases of building repair and reconstruction. We provide solutions for every phase of a building’s life, including:

quantifying the ultimate cost of repair or reconstruction of damaged or destroyed buildings,
aiding in the settlement of insurance claims, and

tracking the process of repair or reconstruction and facilitating communication among insurers, adjusters, contractors, and policyholders.

 quantifying the ultimate cost of repair or reconstruction of damaged or destroyed buildings,

 aiding in the settlement of insurance claims; and

 tracking the process of repair or reconstruction and facilitating communication among insurers, adjusters, contractors, and policyholders.

To help our customers estimate repair costs, we provide a solution that assists contractors and insurance adjusters in estimating repairs using a patented plan-sketching program. The program allows our customers to manually sketch floor, roof and wall framing plans roof plans and wall-framing plansbased upon their own measurements, and automatically calculates material and labor quantities for all desired construction or repairs to the constructionstructure.

7

We also offer our customers access to wholesale and retail price lists, which include structural repair and restoration pricing for 467468 separate economic areas in North America. We revise this information monthly, and in the aftermath of a major disaster, we can update the price lists as often as weekly to reflect rapid price changes. Our structural repair and cleaning database contains approximately 21,000 unit-cost line items. For each line item, such as smoke cleaning, water extraction and hazardous cleanup, we report time and material pricing, including labor, labor productivity rates (for new construction and restoration), labor burden and overhead, material costs, and equipment costs. We improve our reported pricing data by several methods, including direct market surveys and an analysis of the actual claims experiences of our customers. We estimate that more than 80.0%80% of insurance repair contractors and service providers in the U.S. and Canada with computerized estimating systems use our building and repair pricing data. Use of such a large percentage of the industry’s claims data leads to accurate reporting of pricing information, which we believe is unmatched in the industry.

In addition, we

Customers access our claims ecosystem to provide an efficient multitier, multispectral terrestrial imageryvaluable insights into weather peril impact to their book of business, remotely connect with their policyholders to enhance communication for faster claims resolution, and analyze and benchmark performance against peers in the industry. Increasingly, the Verisk suite of claims products leverages artificial intelligence and automation to streamline claims handling, connect vital data acquisition, processing, analytics,points, and distribution system. Usingimprove the latest remote sensing and machine learning technologies, we gather, store, process, and deliver geographic and spatially referenced information that supports uses in many markets, including insurance, commercial property, energy, banking, architecture, engineering, emergency response, and urban planning. Mapping professionals and firms leverage our data to accurately understand growth and change, determine damage, discover hazards, assess risk, and perform valuations.

customer experience.

We continually pursue new solutions that help our customers keep abreast of changing markets and technology. For example, we provide tools and platforms to help insurers, their customers, and providers of products and services to leverage the growing Internet of Things. This technology connects devices, vehicles, and homes to the Internet and generates valuable data to underwrite, rate, and manage risk while enriching customer relationships. By ingesting, storing, and normalizing this data, Verisk makes it accessible for users to extract business insights at a significantly lower cost and logistical burden than they could achieve on their own.

Energy and Specialized Markets Segment


We are a leading provider of data analytics across the natural resources value chain including the global energy, chemicals, metals and mining, and power and renewables sectors. We deliver analysis and advice on assets, companies, governments, and markets based on proprietary near real time data as well as historic information. This enables us to offer a comprehensive and integrated analysis of relevant commodities to our customers. We provide research and consulting services focusing on exploration strategies and screening, asset development and acquisition, commodity markets, and corporate analysis. We offer consultancy in the areas of business environment, business improvement, business strategies, commercial advisory, and transaction support.

We deliver analysisdifferentiate our solutions in the market by continuously gathering and advice on assets, companies, governments, and markets. We provide comprehensive and integrated coverage and analysis of relevant commodities across the interconnected global energy sectors. We continuously gather and managemanaging proprietary information, insight, and analysis on thousands of oil and gas fields, mines, refineries and other assets, as well as detailed assessments of the market fundamentals across each value chain. Our experts analyze the data and work directly with customers to address their business challenges. Our growing customer base includes international and national energy companies, as well as chemicals, metals, mining, power utilities and renewables companies, financial institutions, and governments. We work with a range of diverse teams, from strategy and policy makers, business developers, and market analysts to corporate finance, risk teams and investors.

We provide market and cost intelligence to energy companies to optimize financial results. We combine information, innovative technology, and expert services to produce market intelligence. We aim to help asset-intensive clients achieve operational and financial excellence, increase profitability, and optimize business performance. In addition, our client service team of technical and various other professionals plays an integral role at a number of energy companies. We have engineers and supply chain professionals who consult on capital projects. Our team members include experts from the energy industry with hands-on operational experience.



We help businesses and governments better anticipate and manage climate and weather-related risks.monitor risks in Earth’s natural environment. We prepare certain agencies and companies to anticipate, manage, react to, and profit from climateclimate- and weather-related risk. We serve our customers by providing state-of-the-art research, development, and analysis delivered in reports, databases,data streams, and software solutions. We are dedicated to the advancement of scientific understanding of the atmospheric and remote sensing science disciplines and directly addressing problems regarding weather, climate, and weather, ocean,air quality as well as oceanography and the planetary sciences. Through research conducted by our in-house scientific staff, and often in collaboration with world-renowned scientists at academic and other research institutions, we have developed analytical tools to help measure and observe environmental properties and translate those measurements into actionable information.

We also offer a comprehensive suite of data and information services that enable improved compliance with global Environmental Healthenvironmental health and Safety, or safety ("EH&S,&S") requirements related to the safe manufacturing, distribution, transportation, usage, and disposal of chemicals and products. From the supply chain or solutions life cycle, we deliver a program specific to the EH&S compliance information and management needs of our customers. Our full solutionsfull-solutions life cycle and cross-supply chain approach provides a single, integrated solution for managing customers' EH&S capabilities, which results in improved processes and reduced cost, risk, and liability.

Financial Services Segment

We maintain the largest bank account consortia to provide competitive benchmarking, decisioning algorithms, business intelligence, and customized analytic services to financial institutions, payment networks and processors, alternative lenders, regulators, and merchants - enabling better strategy, marketing, and risk decisions. Our teams are located across the U.S., U.K., Canada, Australia, New Zealand, the United Arab Emirates, Mexico, and India, delivering unique products and services to an expanding customer base that values the comprehensiveness of our data and solutions as well as our full wallet spendwallet-spend view of a consumer. ComplimentingComplementing this, we leverage our partnerships with processors and credit bureaus to not only to augment the richness of our data but also to provide expanded solutions across the broad span of consumer banking and retail products. Meanwhile, we offer services and a suite of solutions to satisfy growing customer needs for better forecasting and expense tools and regulatory-focused solutions. In addition, we provide solutions in the media effectiveness space given the unique nature and strength of our partnerships and through our developing Verisk Financial Marketview brand.

Our professionals have substantive industry knowledge about providing solutions to the financial services sector. We are known for our unique ability to blend the highly technical, data-centered aspects of our projects with expert communication and business knowledge. Our solutions enhance our customers’ ability to manage their businesses'businesses profitably and position them better to handle present daypresent-day challenges (competitive, regulatory, and economic). Specifically, we use comprehensive transaction, risk, behavioral, and bureau-sourced account data to assist customers in making better business decisions through analysis and analytical solutions. We maintain a comprehensive and granular direct observationdirect-observation financial services industry database for credit card, debit card, and deposit transactions as well as merchant and collections transactions.

Our Growth Strategy

Over the past five years, we have grown our revenues at a CAGR of 13.7% through8.7% through the successful execution of our business plan. Those results reflect strong organic revenue growth, new product development, and acquisitions. We have made, and continue to make, investments in people, data sets, analytic solutions, technology, and complementary businesses. The key components of our strategy include the following:

Increase Solution Penetration with Customers.We expect to expand the application of our solutions in customers’ internal processes. Building on our deep knowledge of and embedded position in, various industries, we expect to sell more solutions to existing customers tailored to individual market segments. By increasing the breadth and relevance of our offerings, we believe that we can strengthen our relationships with customers and increase our value to their decision making in critical ways. We have opportunities to expand solution penetration to our insurance, energy, and financial services customers.

Develop New Proprietary Data Sets and Predictive Analytics.We work with our customers to understand their evolving needs. We plan to create new solutions by enriching our mix of proprietary data sets, analytic solutions, and effective decision support across the markets we serve. We constantly seek to add new data sets that can further leverage our analytic methods, technology platforms, and intellectual capital.

Leverage Our Intellectual Capital to Expand into Adjacent Markets and New Customer Sectors.Our organization is built on more than four decades of intellectual property in risk management. We believe we can continue to expand the use of our intellectual capital profitably and apply our analytic methods in new markets where significant opportunities for long-term growth exist. We also continue to pursue growth through targeted international expansion.


We have already demonstrated the effectiveness of this strategy with our expansion into non insurancenon-insurance financial services.

Pursue Strategic Acquisitions thatThat Complement Our Leadership Positions.We will continue to expand our data and analytics capabilities across industries. While we expect this will occur primarily through organic growth, we have acquired and will continue to acquire assets and businesses that strengthen our value proposition to customers. We have developed an internal capability to source, evaluate, and integrate acquisitions that have created value for shareholders.

Our Customers

The customers in our Insurance segment for the lines of P&C services we offer include the top 100 P&C insurance providers in the U.S., as well as domestic InsurTech companies and insurers in international markets. A substantial majority of P&C insurance providers in the U.S. use our statistical agent services to report to regulators, and the majority of insurers and reinsurers in the U.S. use our actuarial services and industry-standard insurance programs. In addition, certain agencies of the federal government as well as county and state governmental agencies and organizations use our solutions to help satisfy government needs for risk assessment and emergency response information. Furthermore,For life and annuity insurers, we offer digital solutions including electronic applications and policy administration systems to enable automated/accelerated triage, underwriting, fraud detection, and modeling. Further, our claims database serves thousands of customers, representing approximately 90% of the P&C insurance industry by premium volume, 25 state workers’ compensation insurance funds, more than 500 self-insurers, approximately 400 third-party administrators, several state fraud bureaus, and many law-enforcementlaw enforcement agencies involved in the investigation and prosecution of insurance fraud. We estimate that more than 80% of insurance repair contractors and service providers in the U.S. and Canada with computerized estimating systems use our building and repair cost estimation pricing data.

Our customers within the Energy and Specialized Markets segment include 9nine of the top 10ten global energy providersproducers around the world. WeOur customer base includes international and national energy companies as well as chemicals, metals, and mining, power utilities, and renewables companies; financial institutions; and governments, among others. Within these organizations, we work with a range of diverse teams. These include strategists and policy makers, business developers, market analysts, commodity traders, corporate finance, risk teams, and investors. Alongside large corporate and government clients, we also work with a wide range of companies, governmentsmany small and institutions across the energy, and metals and mining value chains.

medium-size enterprises, offering services tailored to each customer’s needs.

Within the Financial Services segment, our customers include financial institutions, payment networks and processors, alternative lenders, regulators, merchants, and all of the top 30 credit card issuers in North America, the United Kingdom, and Australia.

Our Competitors

We believe that no single competitor currently offers the same scope of services and market coverage we provide. The breadth of markets we serve exposes us to a broad range of competitors as described below. Businesses that we acquire may introduce us to additional competitors.

Our Insurance segment operates primarily in the U.S. P&C insurance industry, where we enjoy a leading market presence. We have a number of competitors in specific lines or services. We encounter competition from a number of sources, including insurers that develop internal technology and actuarial methods for proprietary insurance programs. Competitors also include other statistical agents, such as the National Independent Statistical Service, the Independent Statistical Service, Inc., and other advisory organizations, that provide underwriting rules, prospective loss costs, and coverage language, including the American Association of Insurance Services, Inc. and Mutual Services Organization. However, we believe that none of our competitors have the breadth or depth of data we have. Competitors for our property-specific rating and underwriting information are primarily limited to a number of regional providers of commercial property inspections and surveys, including Overland Solutions, Inc., and Regional Reporting, Inc., and emerging providers in the InsurTech space. We also compete with a variety of organizations that offer consulting services, primarily specialty technology and consulting firms. In addition, a customer may use its own internal resources rather than engage an outside firm for these services. Finally, our underwriting products compete with Lexis Nexis and Core Logic in the marketplace. Our competitors also include information technology product and services vendors; management and strategy consulting firms; and smaller specialized information technology and analytical services firms, including Pinnacle Consulting and EMB, a unit of Willis Towers Watson. Finally, in the life insurance sector, our solutions compete against vendors such as Accenture, Oracle, DXC, Majesco and iPipeline, as well as the in-house technology departments of Life Insurers. In the P&C insurance claims market and catastrophe modeling market, certain products are offered by a number of companies, including Risk Management Solutions (catastrophe modeling), CoreLogic (property replacement value), LexisNexis® Risk Solutions (loss histories and motor vehicle records for personal lines underwriting), Solera Holdings, Inc. (personal automobile underwriting), and Symbility.Symbility (repair cost estimating). We believe that our P&C insurance industry expertise, and our ability to offer multiple applications, services, and integrated solutions to individual customers are competitive strengths.


In the Energy and Specialized Markets segment, certain products are offered by a number of companies, including IHS Markit (natural resources), Rystad Energy (upstream), RS Energy (upstream), Global Data PLCPlc (upstream), PIRA Energy Group (oil and gas markets), and CRU Group (metals), and Bloomberg New Energy Finance (Power & Renewables)(power and renewables). We


believe that our global integrated value chain knowledge and insight, bottom-up proprietary data, and long-term trusted relationships enhance our competitive position in relationshiprelation to those companies.

Within the Financial Services segment, our unique datasets and wallet solutions meansmean that we have no direct competitors, and we work closely to create partnerships for mutual clients with organizations such as the card networks and credit bureaus to deepen ongoing relationships and create new value solutions. Our key competitors for our major brands are EverCompliant, WebShield, Trustwave, LegitScript, LexusLexis Nexis, American Infosource, and Phin Solutions.

Development of New Solutions

We take a market-focused team approach to developing our solutions. Our operating units are responsible for developing, reviewing, and enhancing our various products and services. Our data management and production team designs and manages our processes and systems for market data procurement, proprietary data production, and quality control. Our Joint Development Environment or JDE,("JDE") and Enterprise Data Management or EDM,("EDM") teams support our efforts to create new information and products from available data and explore new methods of collecting data. EDM is focused on understanding and documenting business unit and corporate data assets and data issues, sharing and combining data assets across the enterprise, creating an enterprise data strategy, facilitating research and product development, and promoting cross-enterprise communication. Our Verisk Innovative Analytics or VIA,("VIA") team is a corporate center of excellence for analytical methods in applying modeling techniques to predict risk outcomes.

Our software development teams build the technology used in many of our solutions. As part of our product development process, we continually solicit feedback from our customers on the value of our products and services and the market’s needs. We have established an extensive system of customer advisory panels that meet regularly throughout the year to help us respond effectively to the needs of our markets. In addition, we use frequent sales calls, executive visits, user group meetings, and other industry forums to gather information to align our product development efforts with the needs of the market. We also use a variety of market research techniques to enhance our understanding of our customers and the markets in which they operate.

We add to our offerings through an active acquisition program. Since 2014,2016, we have acquired 2631 businesses, which have allowed us to enter new markets, offer new solutions and enhance the value of existing services with additional proprietary sources of data.

When we find it advantageous, we augment our proprietary data sources and systems by forming alliances with other leading information providers and technology companies and integrating their product offerings into our offerings. This approach gives our customers the opportunity to obtain the information they need from a single source and more easily integrate the information into their workflows.

Sales, Marketing, and Customer Support


We sell our solutions and services primarily through direct interaction with our customers. We employ a three-tier sales structure that includes salespeople, technical consultants, and sales support.Within thesupport. Within our company, several areas have sales teams that specialize in specific products and services. Those specialized sales teams sell specific, highly technical solution sets to targeted markets in coordination with account management.

To provide account management to our largest customers in the insurance, energy, and financial markets, we divide our customers into three groups. Tier One or “Global/National” Accounts, comprise of(“Global/National Accounts") comprises our largest customers. Tier Two or “Strategic” Accounts, represent(“Strategic Accounts") represents both large and middle marketmiddle-market customer groups. Tier Three is composed of small and specialized companies that may represent one line of business, may be regionally focused, or are recent new entrants into the marketplace. In Tier One and Tier Two segments, we have sales teams organized by the following specialties: Personalpersonal or Commercial Lines Underwriting & Pricing, Claims, Catastrophe Risk,commercial lines underwriting and Energy.pricing, claims, catastrophe risk, and energy. In the Tier Three segment, we assign a sales generalist with overall account management responsibility. Our tiered approach has proven to be a successful sales model and approach to building customer relationships. Our senior executives regularly engage with the senior management of our customers to ensure customer satisfaction and strategic alignment and to support mutual partnership innovation partnership opportunities.


Sales people

Salespeople participate in both sales and customer-servicecustomer service activities. They provide direct support, interacting frequently with assigned customers to assureensure a satisfactory experience using our services. Salespeople primarily seek out new sales opportunities and work with the various salesproduct teams to coordinate sales activities and ensure our solutions fit the customer's needs. We believe our salespeople’s product knowledge, skills to develop relationships of trust, and local presence differentiate us from our competition. Technical consultants are subject matter experts and work with salespeople on specific opportunities for their assigned products and segments. Salespeople manage the overall sales process and technical consultants manage the rigorous integration and functional fit discussions to ensure mutual success and satisfaction. Both salespeople and technical consultants have responsibility for


identifying new sales opportunities. A team approach and a common customer relationship management system allow for effective coordination among the groups.

Sources of Our Data

The data we use to perform our analytics and power our solutions is sourced through seven different kinds of data arrangements. First, we gather data from our customers within agreements that also permit our customers to use the solutions created from their data. Those agreements remain in effect unless the data contributor chooses to opt out. It is very rare that contributors elect not to continue providing us data. Second, we have agreements with data contributors in which we specify the particular uses of their data and provide their required levels of privacy, protection of data, and where necessary, de-identification of data. The agreements represent no cost to us, generally feature a specified period of time for the data contributions, and require renewal. Third, we “mine” data found inside the transactions supported by our solutions; as an example, we use the claims settlement data generated inside our repair cost estimating solution to improve the cost factors used in our models. Again, those arrangements represent no cost to us, and we obtain the consent of our customers to make use of their data in this way. Fourth, we source data generally at no cost from public sources, including federal, state, and local governments. Fifth, we gather data about the physical characteristics of commercial properties through the direct observation of our field staff members, who also perform property surveys at the request of, and facilitated by, property insurers. Sixth, we independently collect data, or license or purchase from third parties, on geographic and spatially referenced information relating to residential and commercial structures by using the latest remote sensing and machine learning technologies. Lastly, we purchase data from data aggregators under contracts that reflect prevailing market pricing for the data elements purchased, including county tax assessor records, descriptions of hazards such as flood plains, and professional licenses. We are the owners of the derivative solutions we create using the data we collect.

Information Technology

Technology

Our information technology systems and the more recent adoption of cloud computing are fundamental to our success. They are used for the storage, processing, access, and delivery of the data that forms the foundation of our business and the development and delivery of the solutions we provide to our customers. Much of the technology we use and provide to our customers is developed, maintained, and supported by approximately 20% of our employee population. We generally own, or have secured ongoing rights to use for the purposes of our business, all the customer-facing applications that are material to our operations. We support and implement a mix of technologies and focus on implementing the most efficient technology for any given business requirement or task.

Data Centers

We have two primary data centers in Somerset, New Jersey, and Lehi, Utah, creating redundancy and back up capabilities. In addition, we have data centers located in other states dedicated to certain business units.

Disaster Recovery

We are committed to a framework for business continuity management and carry out annual reviews of the state of preparedness of each business unit. All of our critical databases, systems and contracted customer services are also regularly recovered. We also have documented disaster recovery plans in place for each of our major data centers and each of our solutions. The data center in Somerset, New Jersey is the recovery site for the Lehi, Utah, data center and vice versa.

Business continuity planning is in place for all of our critical business processes to provide for the prompt and effective continuation of critical services in the event of a business disruption. Our business continuity program adheres to ISO 22301:2019, which is an international standard for business continuity. All business impact analysis and business continuity plans are reviewed and updated, at a minimum, annually or when significant business changes occur.

Security

We have adopted a wide range of measures to ensure the security of our IT infrastructure and data. Security measures generally cover the following key areas: security policies and governance committees, physical security, logical security of the perimeter, network security such as firewalls, logical access to the operating systems, deployment of virus detection software, and appropriate policies and procedures relating to removable media such as laptops. All laptopsLaptops are encrypted, and media leaving our premises and sent to third-party storage facilities are also encrypted. Our commitment to security has earned CyberTrustISO 27001:2013 Certification for our core data centers, which is an international standard for best practices associated with our Information Security Certification (an industry leader in information security certification) since 2002.

Management System.

Intellectual Property

We own a significant number of intellectual property rights, including copyrights, trademarks, trade secrets, and patents. Specifically, our policy language, insurance manuals, software, and databases are protected by both registered and common law copyrightscopyrights; and the licensing of those materials to our customers for their use represents a large portion of our revenue. We also own in excess of 500 trademarks in the U.S. and foreign countries, including the names of our products and


services and our logos and tag lines, many of which are registered. We believe many of our trademarks, trade names, service marks, and logos to be of material importance to our business, as they assist our customers in identifying our products and services and the quality that stands behind them. We consider our intellectual property to be proprietary, and we rely on a combination of statutory (for example, copyright, trademark, trade secret, and patent) and contractual safeguards in a comprehensive intellectual property enforcement program to protect it wherever it is used.

We also own several patents and have several pending patent applications in the U.S. that complement our products. The patents and patent applications include claims, that pertain to technology, including a patent for our Liability Navigator™ product. We believe the protection of our proprietary technology is important to our success, and we will continue to seek to protect those intellectual property assets for which we have expended substantial research and development capital and that are material to our business.

To maintain control of our intellectual property, we enter into contractual agreements with our customers, granting each customer permission to use our products and services, including our software and databases. This helps maintain the integrity of our proprietary intellectual property and to protect the embedded information and technology contained in our solutions. As a general practice, employees, contractors, and other parties with access to our proprietary information sign agreements that prohibit the unauthorized use or disclosure of our proprietary rights, information, and technology.

12

Human Capital

Our global workforce is united by our mission to serve, add value, and innovate for our customers.

As a knowledge-based business, we carefully integrate the skills and talents of 8,960 employees worldwide as of December 31, 2018, we employed 7,951 full-time2020. Our highly credentialed team holds advanced degrees and 233 part-time employees. professional certifications specializing in actuarial science, chemistry and physics, commercial banking and finance, commodity analytics, data science and artificial intelligence, economics, engineering, GIS mapping, meteorology, natural resources, predictive analytics, supply chain, and other fields. 

Approximately 66% of our employees are based in the United States, 14% in the United Kingdom, 7% in India, with the remainder serving in 37 countries across the globe. 

None of our employees are represented by unions.unions or subject to collective bargaining agreements, other than a small number of employees in Germany who are represented by a works council. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

We support and inspire our people with a warm and professional atmosphere, personal and career development opportunities at all levels, competitive compensation and benefits, an ongoing focus on well-being, and responsive leadership.

We have a culture of continuous learning and improvement. All employees have access to our world-class online learning platform, which features thousands of courses taught by industry experts, ranging from public speaking, to balancing work and personal life, to data science fundamentals. 

Our employees include moreLeadership Institute also conducts four leadership development programs tailored to leaders from first-time managers to senior executives. More than 200 actuarial professionals, including 35 Fellows1,000 participants have graduated to date, gaining practical tools to lead themselves, others, and 39 Associatesthe business. 

We offer competitive salaries, annual merit salary reviews, and the opportunity for advancement. In addition, our program includes an incentive compensation component for eligible job categories, paid time off ("PTO"), flextime and telecommuting options, and a 401(k) program with a 100% company cash match (up to 6%). We also offer health insurance plans, no-cost life insurance equivalent to annual salary (with the option to purchase more), a discounted stock purchase program, a variety of physical, mental, and financial well-being offerings and resources, and more. Details vary by business unit and country.

Employees can also take advantage of our employee networks, grassroots groups that help support diversity-related programs and events and promote an inclusive community. As of 2020, there are eight networks: the Verisk Women's Network, the Verisk Pride Network, the Verisk Veterans and Military Service Members Network, the Verisk REACH Network (dedicated to empowering Black employees), the Verisk Parents Network, the Verisk Unidos Network (promoting awareness of Hispanic and Latinx culture), the Verisk Asian Network, and the Verisk Accessibility Network. 

To support our goal to have a workforce that reflects the diversity of the Casualty Actuarial Society as well as 130 Chartered Property Casualty Underwriters, 14 Certifiedcommunities we operate in, our Board of Directors adopted our Statement on Racial Equity and 17 Associate Insurance Data Managers,Diversity in 2020. Its purpose is to confront and more than 1,000 professionals with advanced degrees, including PhDsovercome barriers to individual achievement based on race, ethnicity, gender, sexual orientation, identity, and beliefs. 

We continually strive to encourage collaboration throughout the organization, involve and empower all of our employees, and develop a diverse workforce. Surveys conducted by outside organizations and our annual employee engagement survey measure our progress against these critical metrics. 

In 2020, our employee engagement score rose from 70% to 78%, and for the fifth consecutive year, we received U.S. certification from Great Place to Work® for our outstanding workplace culture. We also received first-time certification in mathematicsthe United Kingdom, India, and statistical modeling who review both the data and the models.

Spain. The Great Place to Work Institute is a global authority on high-trust, high-performance workplaces. 

Regulation

Because our business involves the distribution of certain personal, public, and non-publicnonpublic data to businesses and governmental entities that make eligibility, service, and marketing decisions based on such data, certain of our solutions and services are subject to regulation under federal, state, and local laws in the U.S., and, to a lesser extent, in foreign countries. Examples of such regulation include the Fair Credit Reporting Act, which regulates the use of consumer credit report information; the Gramm-Leach-Bliley Act, which regulates the use of non publicnonpublic personal financial information held by financial institutions and applies indirectly to companies that provide services to financial institutions; the Drivers Privacy Protection Act, which prohibits the public disclosure, use, or resale by any state’s department of motor vehicles of personal information about an individual that was obtained by the department in connection with a motor vehicle record, except for a “permissible purpose”,; and various other federal, state, and local laws and regulations.

Those laws generally restrict the use and disclosure of personal information and provide consumers certain rights to know the manner in which their personal information is being used, to challenge the accuracy of such information, and/or to prevent the use and disclosure of such information. In certain instances, the laws also impose requirements for safeguarding personal information through the issuance of data security standards or guidelines. Certain state laws impose similar privacy obligations as well as obligations to provide notification of security breaches in certain circumstances.

We are also licensed as a rating, rate service, advisory, or statistical organization under state insurance codes in all 50 states, Puerto Rico, Guam, the U.S. Virgin Islands, and the District of Columbia. As such an advisory organization, we provide statistical, actuarial, policy language development, and related products and services to P&C insurers, including advisory prospective loss costs, other prospective cost information, manual rules, and policy language. We also serve as an officially designated statistical agent of state insurance regulators to collect policy writing and loss statistics of individual insurers and compile that information into reports used by the regulators.

Many of our products, services, and operations as well as insurers' use of our services are subject to state rather than federal regulation by virtue of the McCarran-Ferguson Act. As a result, many of our operations and products are subject to review and/or approval by state regulators. Furthermore,Further, our operations involving licensed advisory organization activities are subject to periodic examinations conducted by state regulators,regulators; and our operations and products are subject to state antitrust and trade practice statutes within or outside state insurance codes, which are typically enforced by state attorneys general and/or insurance regulators.


Available Information

We maintain an Investor Relations website on the Internet at investor.verisk.com. We make available free of charge on or through this website, our annual, quarterly, and current reports and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the U.S. Securities and Exchange Commission or SEC.("SEC"). For access to the filings, click the “SEC Filings"Filings” link on the “Financial Information” tab on our Investor Relations homepage. The contents of our website are not incorporated into this filing. Verisk trades on the NASDAQ Global Market in the Nasdaq Global Select Market segment under the ticker symbol “VRSK.” Our stock was first publicly traded on October 7, 2009.

The public may read any materials filed by Verisk with the SEC on the SEC's Internet site (www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 


Item 1A.

Risk Factors

You should carefully consider the following risks and all of the other information set forth in this annual report on Form 10-K before deciding to invest in any of our securities. If any of the following risks actually occurs, our business, financial condition or results of operations would likely suffer. In such case, the trading price of our securities, including our common stock, could decline due to any of these risks, and you may lose all or part of your investment.

 In addition to the effects of the COVID-19 pandemic and resulting global disruptions on our business and operations discussed in Item 7 of Part II, "Management's Discussion Analysis of Financial Condition and Results of Operations," and in the risk factors below, additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of the risks discussed below.

Risks Related to Our Business

We could lose our access to data from external sources, which could prevent us from providing our solutions.

We depend upon data from external sources, including data received from customers and various government, and public record services, for information used in our databases. In general, we do not own the information in these databases, and the participating organizations could discontinue contributing information to the databases. Our data sources could withdraw or increase the price for their data for a variety of reasons, and we could also become subject to legislative, judicial, or contractual restrictions on the use of such data, in particular if such data is not collected by the third parties in a way that allows us to legally use and/or process the data. In addition, some of our customers are significanthave been, and in the future may continue to be, stockholders of our company. Specifically, a portion of common stock is owned by insurers who are also our customers. If our customers’ percentage of ownership of our common stock decreases, in the future,or they cease to be stockholders of our company, there can be no assurance that our customers will continue to provide data to the same extent or on the same terms. If a substantial number of data sources, or certain key sources, were to withdraw or be unable to provide their data, or if we were to lose access to data due to government regulation or if the collection of data became uneconomical, our ability to provide solutions to our customers could be impacted, which could materially adversely affect our business, reputation, financial condition, operating results, and cash flows.

Agreements with our data suppliers are short-term agreements. Some suppliers are also competitors, which may make us vulnerable to unpredictable price increases and may cause some suppliers not to renew certain agreements. Our competitors could also enter into exclusive contracts with our data sources. If our competitors enter into such exclusive contracts, we may be precluded from receiving certain data from these suppliers or restricted in our use of such data, which would give our competitors an advantage. Such a termination or exclusive contracts could have a material adverse effect on our business, financial position, and operating results if we were unable to arrange for substitute data sources.

We derive a substantial portion of our revenues from U.S. P&C primary insurers. If there is a downturn in the U.S. insurance industry or that industry does not continue to accept our solutions, our revenues will decline.
Revenues derived from solutions we provide to U.S. P&C primary insurers account for a substantial portion of our total revenues. During the year ended December 31, 2020, approximately 51% of our revenue was derived from solutions provided to U.S. P&C primary insurers. Also, our invoices for certain of our solutions are linked in part to premiums in the U.S. P&C insurance market, which may rise or fall in any given year due to loss experience and capital capacity and other factors in the insurance industry that are beyond our control. In addition, our revenues will decline if the insurance industry does not continue to accept our solutions.

Factors that might affect the acceptance of these solutions by P&C primary insurers include the following:

changes in the business analytics industry,

changes in technology,

our inability to obtain or use state fee schedule or claims data in our insurance solutions,

saturation of market demand,

loss of key customers,

industry consolidation, and

failure to execute our customer-focused selling approach.

A downturn in the insurance industry, pricing pressure or lower acceptance of our solutions by the insurance industry could result in a decline in revenues from that industry and have a material adverse effect on our financial condition, results of operations and cash flows.

Acquisitions could result in operating difficulties, dilution and other harmful consequences, and we may not be successful in achieving growth through acquisitions.

Our long-term business strategy includes growth through acquisitions. Future acquisitions may not be completed on acceptable terms and acquired assets, data or businesses may not be successfully integrated into our operations, and we may ultimately divest unsuccessful acquisitions or investments. Any acquisitions or investments will be accompanied by the risks commonly encountered in the acquisitions of businesses. Such risks include, among other things:

failing to implement or remediate controls, procedures and policies appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls, procedures and policies,

paying more than fair market value for an acquired company or assets,

failing to integrate the operations and personnel of the acquired businesses in an efficient, timely manner,

assuming potential liabilities of an acquired company,

managing the potential disruption to our ongoing business,

distracting management focus from our core businesses,

failing to retain management at the acquired company,

difficulty in acquiring suitable businesses, including challenges in predicting the value an acquisition will ultimately contribute to our business,

possibility of overpaying for acquisitions, particularly those with significant intangible assets that derive value using novel tools and/or are involved in niche markets,

impairing relationships with employees, customers, and strategic partners,

incurring expenses associated with the amortization of intangible assets particularly for intellectual property and other intangible assets,

incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets due to changes in market conditions, weak economies in certain competitive markets, or the failure of certain acquisitions to realize expected benefits, and

diluting the share value and voting power of existing stockholders.

The anticipated benefits of many of our acquisitions may not materialize. Future acquisitions or dispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill and other intangible assets, any of which could harm our financial condition.

We typically fund our acquisitions through our debt facilities. Although we have capacity under committed facilities, those may not be sufficient. Therefore, future acquisitions may require us to obtain additional financing through debt or equity, which may not be available on favorable terms or at all and could result in dilution.

In addition, to the extent we cannot identify or consummate, on terms acceptable to us, acquisitions that are complementary or otherwise attractive to our business, we may experience difficulty in achieving future growth.

There may be consolidation in our end customer market, which could reduce the use of our services.

Mergers or consolidations among our customers could reduce the number of our customers and potential customers. This could adversely affect our revenues even if these events do not reduce the aggregate number of customers or the activities of the consolidated entities. If our customers merge with or are acquired by other entities that are not our customers, or that use fewer of our services, they may discontinue or reduce their use of our services. The adverse effects of consolidation will be greater in sectors that we are particularly dependent upon, for example, in the P&C insurance sector. Any of these developments could materially adversely affect our business, financial condition, operating results, and cash flows.

If we are unable to develop successful new solutions or if we experience defects, failures and delays associated with the introduction of new solutions, our business could suffer serious harm.

Our growth and success depend upon our ability to develop and sell new solutions. If we are unable to develop new solutions, or if we are not successful in introducing and/or obtaining regulatory approval or acceptance for new solutions, or products we develop face sufficient pricing pressure to make them unattractive to pursue, we may not be able to grow our business, or growth may occur more slowly than we anticipate. In addition, significant undetected errors or delays in new solutions may affect market acceptance of our solutions and could harm our business, financial condition or results of operations. In the past, we have experienced delays while developing and introducing new solutions, primarily due to difficulties in developing models, acquiring data and adapting to particular operating environments. Errors or defects in our solutions that are significant, or are perceived to be significant, could result in rejection of our solutions, damage to our reputation, loss of revenues, diversion of development resources, an increase in product liability claims, and increases in service and support costs and warranty claims.

We typically face a long selling cycle to secure new contracts that require significant resource commitments, which result in a long lead time before we receive revenues from new relationships.

We typically face a long selling cycle to secure a new contract and there is generally a long preparation period in order to commence providing the services. We typically incur significant business development expenses during the selling cycle and we may not succeed in winning a new customer’s business, in which case we receive no revenues and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential new customer, we may not be successful in obtaining contractual commitments after the selling cycle or in maintaining contractual commitments after the implementation cycle, which may have a material adverse effect on our business, results of operations and financial condition.

To the extent the availability of free or relatively inexpensive information increases, the demand for some of our solutions may decrease.

Public sources of free or relatively inexpensive information have become increasingly available recently, particularly through the Internet, and this trend is expected to continue. Governmental agencies in particular have increased the amount of information to which they provide free public access. Public sources of free or relatively inexpensive information may reduce the demand for our solutions. To the extent that customers choose not to obtain solutions from us and instead rely on information obtained at little or no cost from these public sources, our business and results of operations may be adversely affected.

Our senior leadership team is critical to our continued success and the loss of such personnel could harm our business.

Our future success substantially depends on the continued service and performance of the members of our senior leadership team. These personnel possess business and technical capabilities that are difficult to replace.

However, as a general practice we do not enter into employee contracts with the members of our senior management operating team, except for certain limited situations. If we lose key members of our senior management operating team, we may not be able to effectively manage our current operations or meet ongoing and future business challenges, and this may have a material adverse effect on our business, results of operations and financial condition.

We may fail to attract and retain enough qualified employees to support our operations, which could have an adverse effect on our ability to expand our business and service our customers.

Our business relies on large numbers of skilled employees and our success depends on our ability to attract, train and retain a sufficient number of qualified employees. If our attrition rate increases, our operating efficiency and productivity may decrease. We compete for employees not only with other companies in our industry, but also with companies in other industries, such as software services, engineering services and financial services companies, and there is a limited pool of employees who have the skills and training needed to do our work.

If our business continues to grow, the number of people we will need to hire will increase. We will also need to increase our hiring if we are not able to maintain our attrition rate through our current recruiting and retention policies. Increased competition for employees could have an adverse effect on our ability to expand our business and service our customers, as well as cause us to incur greater personnel expenses and training costs.

General economic, political and market forces and dislocations beyond our control could reduce demand for our solutions and harm our business.

The demand for our solutions may be impacted by domestic and international factors that are beyond our control, including macroeconomic, political and market conditions, the availability of short-term and long-term funding and capital, the level and volatility of interest rates, currency exchange rates, and inflation. Any one or more of these factors may contribute to reduced activity and prices in the securities markets generally and could result in a reduction in demand for our solutions, which could have an adverse effect on our results of operations and financial condition. A significant additional decline in the value of assets for which risk is transferred in market transactions could have an adverse impact on the demand for our solutions.

We may incur substantial additional indebtedness in connection with future acquisitions.

In order to finance acquisitions, which are an important part of our long-term growth strategy, we may incur substantial additional indebtedness and such increased leverage could adversely affect our business. In particular, the increased leverage could increase our vulnerability to sustained, adverse macroeconomic weakness, limit our ability to obtain further financing and limit our ability to pursue other operational and strategic opportunities. The increased leverage, potential lack of access to financing and increased expenses could have a material adverse effect on our financial condition, results of operations and cash flows.

General economic uncertainties, including downward trends in the energy industry, could reduce demand by Wood Mackenzie’s customers for its products and services.

Demand for Wood Mackenzie’s products and services may be negatively influenced by general economic uncertainties, particularly any downward trends in the energy industry. Many factors could negatively affect the revenues, profits and discretionary spending of Wood Mackenzie’s customers. Such factors include commodity prices (in particular, oil and coal), the state of the local economy, interest rates, currency exchange rates, political uncertainty or restrictions and regulations, the availability of industry resources, and other matters. A downturn or perceived downturn in the economy, particularly the energy industry, could add pricing pressure, delay subscription renewals or lead to more challenging or protracted fee negotiations or generally lower acceptance of our solutions by Wood Mackenzie’s customers, which could cause a decline in our revenues and have a material adverse effect on our financial condition, results of operations and cash flows.

Risks Related to Our Intellectual Property and Cybersecurity

Fraudulent or unpermitted data access and other cyber-security or privacy breaches may negatively impact our business and harm our reputation.

Security breaches in our facilities, computer networks, and databases may cause harm to our business and reputation and result in a loss of customers. Many of our solutions involve the storage and transmission of proprietary information and sensitive or confidential data. As with other global companies, our systems are regularly subject to cyber-attacks, cyber-threats, physical break-ins, computer viruses, attacks by hackers and similar disruptive problems. As cyber-threats continue to evolve, we are required to expend significant additional resources to continue to modify and enhance our protective measures and to investigate and remediate any information security vulnerabilities and incidents. Despite efforts to ensure the integrity of our systems and implement controls, processes, policies and other protective measures, we may not be able to anticipate or detect all security breaches, nor may we be able to implement guaranteed preventive measures against such security breaches. Cyber-threats are rapidly evolving and we may not be able to anticipate, prevent or detect all such attacks and could be held liable for any security breach or loss. Although we may incur significant costs in protecting against or remediating cyberattacks or other cyber-incidents, no cyber-attack or other cyber-incident has, to our knowledge, had a material adverse effect on our business, financial condition or results of operations to date.

Third-party contractors, including cloud-based service providers, also may experience security breaches involving the storage and transmission of proprietary information. If users gain improper access to our databases, they may be able to steal, publish, delete or modify confidential third-party information that is stored or transmitted on our networks. Our business relies on the secure processing, transmission, storage and retrieval of confidential, proprietary and other information in our computer and data management systems and networks, and in the computer and data management systems and networks of third parties. In addition, to access our network, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks.

In addition, customers’, employees’ or other’s misuse of and/or gaining unpermitted access to or failure to properly secure our information or services could cause harm to our business and reputation and result in loss of customers. Any such misappropriation and/or misuse of or failure to properly secure our information could result in us, among other things, being in breach of certain data protection and related legislation.


A security or privacy breach may affect us in the following ways:

deterring customers from using our solutions;
deterring data suppliers from supplying data to us;
harming our reputation;
exposing us to liability;
increasing operating expenses to correct problems caused by the breach;
affecting our ability to meet customers’ expectations; and/or
causing inquiry from governmental authorities.

deterring customers from using our solutions;

deterring data suppliers from supplying data to us;

harming our reputation;

exposing us to liability;

increasing operating expenses to correct problems caused by the breach;

affecting our ability to meet customers’ expectations; and/or

causing inquiry from governmental authorities.

Incidents in which consumer data has been fraudulently or improperly acquired or viewed, or any other security or privacy breaches, may occur and could go undetected. The number of potentially affected consumers identified by any future incidents is obviously unknown. Any such incident could materially adversely affect our business, reputation, financial condition, operating results and cash flows. In addition, media or other reports of perceived security vulnerabilities to our systems or those of our third-party suppliers, even if no breach has been attempted or occurred, could also adversely impact our reputation and materially impact our business.

We derive a substantial portion of our revenues from U.S. P&C primary insurers. If there is a downturn in the U.S. insurance industry or that industry does not continue to accept our solutions, our revenues will decline.
Revenues derived from solutions we provide to U.S. P&C primary insurers account for a substantial portion of our total revenues. During the year ended December 31, 2018, approximately 47% of our revenue was derived from solutions provided to U.S. P&C primary insurers. Also, invoices for certain of our solutions are linked in part to premiums in the U.S. P&C insurance market, which may rise or fall in any given year due to loss experience and capital capacity and other factors in the insurance industry that are beyond our control. In addition, our revenues will decline if the insurance industry does not continue to accept our solutions.
Factors that might affect the acceptance of these solutions by P&C primary insurers include the following:
changes in the business analytics industry,
changes in technology,
our inability to obtain or use state fee schedule or claims data in our insurance solutions,
saturation of market demand,
loss of key customers,
industry consolidation, and
failure to execute our customer-focused selling approach.
A downturn in the insurance industry, pricing pressure or lower acceptance of our solutions by the insurance industry could result in a decline in revenues from that industry and have a material adverse effect on our financial condition, results of operations and cash flows.
Acquisitions could result in operating difficulties, dilution and other harmful consequences, and we may not be successful in achieving growth through acquisitions.
Our long-term business strategy includes growth through acquisitions. Future acquisitions may not be completed on acceptable terms and acquired assets, data or businesses may not be successfully integrated into our operations, and we may ultimately divest unsuccessful investments. Any acquisitions or investments will be accompanied by the risks commonly encountered in the acquisitions of businesses. Such risks include, among other things:
failing to implement or remediate controls, procedures and policies appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls, procedures and policies,

paying more than fair market value for an acquired company or assets,
failing to integrate the operations and personnel of the acquired businesses in an efficient, timely manner,
assuming potential liabilities of an acquired company,
managing the potential disruption to our ongoing business,
distracting management focus from our core businesses,
failing to retain management at the acquired company,
difficulty in acquiring suitable businesses, including challenges in predicting the value an acquisition will ultimately contribute to our business,
possibility of overpaying for acquisitions, particularly those with significant intangible assets that derive value using novel tools and/or are involved in niche markets,
impairing relationships with employees, customers, and strategic partners,
incurring expenses associated with the amortization of intangible assets particularly for intellectual property and other intangible assets,
incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets due to changes in market conditions, weak economies in certain competitive markets, or the failure of certain acquisitions to realize expected benefits, and
diluting the share value and voting power of existing stockholders.
The anticipated benefits of many of our acquisitions may not materialize. Future acquisitions or dispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill and other intangible assets, any of which could harm our financial condition.
We typically fund our acquisitions through our debt facilities. Although we have capacity under committed facilities, those may not be sufficient. Therefore, future acquisitions may require us to obtain additional financing through debt or equity, which may not be available on favorable terms or at all and could result in dilution.
In addition, to the extent we cannot identify or consummate, on terms acceptable to us, acquisitions that are complementary or otherwise attractive to our business, we may experience difficulty in achieving future growth.
There may be consolidation in our end customer market, which could reduce the use of our services.
Mergers or consolidations among our customers could reduce the number of our customers and potential customers. This could adversely affect our revenues even if these events do not reduce the aggregate number of customers or the activities of the consolidated entities. If our customers merge with or are acquired by other entities that are not our customers, or that use fewer of our services, they may discontinue or reduce their use of our services. The adverse effects of consolidation will be greater in sectors that we are particularly dependent upon, for example, in the P&C insurance sector. Any of these developments could materially adversely affect our business, financial condition, operating results, and cash flows.
If we are unable to develop successful new solutions or if we experience defects, failures and delays associated with the introduction of new solutions, our business could suffer serious harm.
Our growth and success depends upon our ability to develop and sell new solutions. If we are unable to develop new solutions, or if we are not successful in introducing and/or obtaining regulatory approval or acceptance for new solutions, or products we develop face sufficient pricing pressure to make them unattractive to pursue, we may not be able to grow our business, or growth may occur more slowly than we anticipate. In addition, significant undetected errors or delays in new solutions may affect market acceptance of our solutions and could harm our business, financial condition or results of operations. In the past, we have experienced delays while developing and introducing new solutions, primarily due to difficulties in developing models, acquiring data and adapting to particular operating environments. Errors or defects in our solutions that are significant, or are perceived to be significant, could result in rejection of our solutions, damage to our reputation, loss of revenues, diversion of development resources, an increase in product liability claims, and increases in service and support costs and warranty claims.

We will continue to rely upon proprietary technology rights, and if we are unable to protect them, our business could be harmed.
Our success depends, in part, upon our intellectual property rights. To date, we have relied primarily on a combination of copyright, patent, trade secret, and trademark laws and nondisclosure and other contractual restrictions on copying and distribution to protect our proprietary technology. This protection of our proprietary technology is limited, and our proprietary technology could be used by others without our consent. In addition, patents may not be issued with respect to our pending or future patent applications, and our patents may not be upheld as valid or may not prevent the development of competitive products. Businesses we acquire also often involve intellectual property portfolios, which increase the challenges we face in protecting our strategic advantage. Any disclosure, loss, invalidity of, or failure to protect our intellectual property could negatively impact our competitive position, and ultimately, our business. Our protection of our intellectual property rights in the U.S. or abroad may not be adequate and others, including our competitors, may use our proprietary technology without our consent. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could harm our business, financial condition, results of operations, and cash flows.

We could face claims for intellectual property infringement, which if successful could restrict us from using and providing our technologies and solutions to our customers.

There has been substantial litigation and other proceedings, particularly in the U.S., regarding patent and other intellectual property rights in the information technology industry. There is a risk that we are infringing, or may in the future infringe, the intellectual property rights of third parties. We have, from time-to-time, been subject to litigation alleging intellectual property infringement. We monitor third-party patents and patent applications that may be relevant to our technologies and solutions and we carry out freedom to operate analysis where we deem appropriate. However, such monitoring and analysis has not been, and is unlikely in the future to be, comprehensive, and it may not be possible to detect all potentially relevant patents and patent applications. Since the patent application process can take several years to complete, there may be currently pending applications, unknown to us, that may later result in issued patents that cover our products and technologies. As a result, we may infringe existing and future third-party patents of which we are not aware. As we expand our operations there is a higher risk that such activity could infringe the intellectual property rights of third parties.

Third-party intellectual property infringement claims and any resultant litigation against us or our technology partners or providers, could subject us to liability for damages, restrict us from using and providing our technologies and solutions or operating our business generally, or require changes to be made to our technologies and solutions. Even if we prevail, litigation is time consuming and expensive to defend and would result in the diversion of management’s time and attention.

If a successful claim of infringement is brought against us and we fail to develop non-infringing technologies and solutions or to obtain licenses on a timely and cost effectivecost-effective basis, this could materially adversely affect our business, reputation, financial condition, operating results, and cash flows.

Regulatory developments could negatively impact our business.
Because personal, public and non-public information is stored in some of our databases, we are vulnerable to government regulation and adverse publicity concerning the use of our data. We provide many types of data and services that already are subject to regulation under the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, Driver’s Privacy Protection Act, the European Union’s General Data Protection Regulation, the Dodd Frank Wall Street Reform and Consumer Protection Act and to a lesser extent, various other federal, state, and local laws and regulations. These laws and regulations are designed to protect the privacy of the public and to prevent the misuse of personal information in the marketplace. However, many consumer advocates, privacy advocates, and government regulators believe that the existing laws and regulations do not adequately protect privacy. They have become increasingly concerned with the use of personal information, particularly social security numbers, department of motor vehicle data and dates of birth. As a result, they are lobbying for further restrictions on the dissemination or commercial use of personal information to the public and private sectors. Similar initiatives are under way in other countries in which we do business or from which we source data. The Company has implemented various measures to comply with the data privacy and protection principles of the European Union’s General Data Protection Regulation, however, there can be no assurances that such methods will be deemed fully compliant. If the Company is unable to comply with the data privacy and protection principles adopted pursuant to the General Data Protection Regulation, it will impede our ability to conduct business between the U.S. and the E.U. which could have a material adverse effect on our business, financial position, results of operations or cash flows.
The following legal and regulatory developments also could have a material adverse effect on our business, financial position, results of operations or cash flows:

amendment, enactment, or interpretation of laws and regulations which restrict the access and use of personal information and reduce the supply of data available to customers;
changes in cultural and consumer attitudes to favor further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions;
failure of our solutions to comply with current laws and regulations; and
failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner.
We typically face a long selling cycle to secure new contracts that require significant resource commitments, which result in a long lead time before we receive revenues from new relationships.
We typically face a long selling cycle to secure a new contract and there is generally a long preparation period in order to commence providing the services. We typically incur significant business development expenses during the selling cycle and we may not succeed in winning a new customer’s business, in which case we receive no revenues and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential new customer, we may not be successful in obtaining contractual commitments after the selling cycle or in maintaining contractual commitments after the implementation cycle, which may have a material adverse effect on our business, results of operations and financial condition.

We may lose key business assets, through the loss of data center capacity or the interruption of telecommunications links, the internet, or power sources, which could significantly impede our ability to do business.

Our operations depend on our ability, as well as that of third-party service providers to whom we have outsourced several critical functions, to protect data centers, whether in cloud or dedicated environments, and related technology against damage from hardware failure, fire, flood, power loss, telecommunications failure, impacts of terrorism, breaches in security (such as the actions of computer hackers), natural disasters, or other disasters. Certain of our facilities are located in areas that could be impacted by coastal flooding, earthquakes or other disasters. The online services we provide are dependent on links to telecommunications providers. In addition, we generate a significant amount of our revenues through telesales centers and websites that we utilize in the acquisition of new customers, fulfillment of solutions and services and responding to customer inquiries. We may not have sufficient redundant operations to cover a loss or failure in all of these areas in a timely manner. Certain of our customer contracts provide that our online servers may not be unavailable for specified periods of time. Any damage to our or our third-party service provider’s data centers, failure of our telecommunications links or inability to access these telesales centers or websites could cause interruptions in operations that materially adversely affect our ability to meet customers’ requirements, resulting in decreased revenue, operating income and earnings per share.

Risks Related to Legal, Regulatory and Compliance Matters

We will continue to rely upon proprietary technology rights, and if we are unable to protect them, our business could be harmed.

Our success depends, in part, upon our intellectual property rights. To date, we have relied primarily on a combination of copyright, patent, trade secret, and trademark laws and nondisclosure and other contractual restrictions on copying and distribution to protect our proprietary technology. This protection of our proprietary technology is limited, and our proprietary technology could be used by others without our consent. In addition, patents may not be issued with respect to our pending or future patent applications, and our patents may not be upheld as valid or may not prevent the development of competitive products. Businesses we acquire also often involve intellectual property portfolios, which increase the challenges we face in protecting our strategic advantage. Any disclosure, loss, invalidity of, or failure to protect our intellectual property could negatively impact our competitive position, and ultimately, our business. Our protection of our intellectual property rights in the U.S. or abroad may not be adequate and others, including our competitors, may use our proprietary technology without our consent. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could harm our business, financial condition, results of operations, and cash flows.

Regulatory developments could negatively impact our business.

Because personal, public and non-public information is stored in some of our databases, we are vulnerable to government regulation and adverse publicity concerning the use of our data. We provide many types of data and services that already are subject to regulation under the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, Driver’s Privacy Protection Act, the European Union’s General Data Protection Regulation, the Dodd Frank Wall Street Reform and Consumer Protection Act and to a lesser extent, various other federal, state, and local laws and regulations. These laws and regulations are designed to protect the privacy of the public and to prevent the misuse of personal information in the marketplace. However, many consumer advocates, privacy advocates, and government regulators believe that the existing laws and regulations do not adequately protect privacy. They have become increasingly concerned with the use of personal information, particularly social security numbers, department of motor vehicle data and dates of birth. As a result, they are lobbying for further restrictions on the dissemination or commercial use of personal information to the public and private sectors. Similar initiatives are under way in other countries in which we do business or from which we source data. We have implemented various measures to comply with the data privacy and protection principles of the European Union’s General Data Protection Regulation, however, there can be no assurances that such methods will be deemed fully compliant. If we are unable to comply with the data privacy and protection principles adopted pursuant to the General Data Protection Regulation, it will impede our ability to conduct business between the U.S. and the E.U. which could have a material adverse effect on our business, financial position, results of operations or cash flows.

The following legal and regulatory developments also could have a material adverse effect on our business, financial position, results of operations or cash flows:

amendment, enactment, or interpretation of laws and regulations which restrict the access and use of personal information and reduce the supply of data available to customers;

changes in cultural and consumer attitudes to favor further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions;

failure of our solutions to comply with current and future laws and regulations; and

failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner.

Our financial position may be impacted by audit examinations or changes in tax laws or tax rulings.

Our existing corporate structure and tax positions have been implemented in a manner in which we believe is compliant with current prevailing tax laws. However, changes in existing tax laws or rulings, including Federal, State and International, could have a significant impact on our effective tax rate, cash tax positions and deferred tax assets and liabilities. Audit examinations with an adverse outcome could have a negative effect in the jurisdictions in which we operate. Furthermore, the Organization for Economic Co-operation and Development (OECD) released its Base Erosion and Profit Shifting (BEPS) action plans which may also lead to future tax reform that could affect our results. In addition, our tax positions are impacted by fluctuations in our earnings and financial results in the various countries in which we do business.

We are subject to antitrust, consumer protection and other litigation, and may in the future become further subject to such litigation; an adverse outcome in such litigation could have a material adverse effect on our financial condition, revenues and profitability.

We participate in businesses (particularly insurance-related businesses and services) that are subject to substantial litigation, including antitrust and consumer protection litigation. In addition, our insurance specialists are in the business of providing advice on standard contract terms, which if challenged could expose us to substantial reputational harm and possible liability. We are subject to the provisions of a 1995 settlement agreement in an antitrust lawsuit brought by various state Attorneys General and private plaintiffs, which imposes certain constraints with respect to insurer involvement in our governance and business. Our failure to successfully defend or settle any litigation could result in liability that, to the extent not covered by our insurance, could have a material adverse effect on our financial condition, revenues and profitability. Given the nature of our business, we may be subject to litigation in the future. Even if the direct financial impact of such litigation is not material, settlements or judgments arising out of such litigation could include further restrictions on our ability to conduct business, including potentially the elimination of entire lines of business, which could increase our cost of doing business and limit our prospects for future growth.

In the Xactware Solutions, Inc. patent litigation, on February 16, 2021, the United States District Court for the District of New Jersey granted the plaintiff's motion for enhanced damages and attorneys' fees. The Court trebled the jury's award of $125.0 million, awarding enhanced damages for a total of $375.0 million, and also awarded the plaintiff pre-judgment and post-judgment interest. Following the outcome of the trial in 2019, we established a $125.0 million reserve in connection with this litigation. Since our appeal to the Federal Circuit remains pending, it is not reasonably possible to determine the ultimate resolution of this matter at this time. While the ultimate resolution of this matter remains uncertain at this time, should our appeal be unsuccessful, there is a risk that we could incur additional expenses up to the amount by which the enhanced damages award, plus pre-judgment and post-judgment interest and attorneys' fees, exceeds the existing $125.0 million reserve. See Note 21. to the consolidated financial statements. 

Risks Related to International Operations

We are subject to competition in many of the markets in which we operate and we may not be able to compete effectively.

Some markets in which we operate or which we believe may provide growth opportunities for us are highly competitive, and are expected to remain highly competitive. We compete on the basis of quality, customer service, product and service selection, and pricing. Our competitive position in various market segments depends upon the relative strength of competitors in the segment and the resources devoted to competing in that segment. Due to their size, certain competitors may be able to allocate greater resources to a particular market segment than we can. As a result, these competitors may be in a better position to anticipate and respond to changing customer preferences, emerging technologies and market trends. In addition, new competitors and alliances may emerge to take market share away, and as we enter into new lines of business, due to acquisition or otherwise, we face competition from new players with different competitive dynamics. We may be unable to maintain our competitive position in our market segments, especially against larger competitors. We may also invest further to upgrade our systems in order to compete. If we fail to successfully compete, our business, financial position and results of operations may be adversely affected.

To the extent the availability of free or relatively inexpensive information increases, the demand for some of our solutions may decrease.
Public sources of free or relatively inexpensive information have become increasingly available recently, particularly through the Internet, and this trend is expected to continue. Governmental agencies in particular have increased the amount of information to which they provide free public access. Public sources of free or relatively inexpensive information may reduce the demand for our solutions. To the extent that customers choose not to obtain solutions from us and instead rely on information obtained at little or no cost from these public sources, our business and results of operations may be adversely affected.

Our financial position may be impacted by audit examinations or changes in tax laws or tax rulings.
Our existing corporate structure and tax positions have been implemented in a manner in which we believe is compliant with current prevailing tax laws. However, changes in existing tax laws or rulings, including Federal, State and International, could have a significant impact on our effective tax rate, cash tax positions and deferred tax assets and liabilities. Audit examinations with an adverse outcome could have a negative effect in the jurisdictions in which we operate. Furthermore, the Organization for Economic Co-operation and Development (OECD) released its Base Erosion and Profit Shifting (BEPS) action plans which may also lead to future tax reform that could affect our results. In addition, our tax positions are impacted by fluctuations in our earnings and financial results in the various countries in which we do business.
Our senior leadership team is critical to our continued success and the loss of such personnel could harm our business.
Our future success substantially depends on the continued service and performance of the members of our senior leadership team. These personnel possess business and technical capabilities that are difficult to replace.
However, as a general practice we do not enter into employee contracts with the members of our senior management operating team, except for certain limited situations. If we lose key members of our senior management operating team, we may not be able to effectively manage our current operations or meet ongoing and future business challenges, and this may have a material adverse effect on our business, results of operations and financial condition.
We may fail to attract and retain enough qualified employees to support our operations, which could have an adverse effect on our ability to expand our business and service our customers.
Our business relies on large numbers of skilled employees and our success depends on our ability to attract, train and retain a sufficient number of qualified employees. If our attrition rate increases, our operating efficiency and productivity may decrease. We compete for employees not only with other companies in our industry, but also with companies in other industries, such as software services, engineering services and financial services companies, and there is a limited pool of employees who have the skills and training needed to do our work.
If our business continues to grow, the number of people we will need to hire will increase. We will also need to increase our hiring if we are not able to maintain our attrition rate through our current recruiting and retention policies. Increased competition for employees could have an adverse effect on our ability to expand our business and service our customers, as well as cause us to incur greater personnel expenses and training costs.
We are subject to antitrust, consumer protection and other litigation, and may in the future become further subject to such litigation; an adverse outcome in such litigation could have a material adverse effect on our financial condition, revenues and profitability.
We participate in businesses (particularly insurance-related businesses and services) that are subject to substantial litigation, including antitrust and consumer protection litigation. In addition, our insurance specialists are in the business of providing advice on standard contract terms, which if challenged could expose us to substantial reputational harm and possible liability. We are subject to the provisions of a 1995 settlement agreement in an antitrust lawsuit brought by various state Attorneys General and private plaintiffs, which imposes certain constraints with respect to insurer involvement in our governance and business. We currently are defending against putative class action lawsuits in which it is alleged that certain of our subsidiaries unlawfully have conspired with insurers with respect to their payment of insurance claims. See “Item 3. Legal Proceedings.” Our failure to successfully defend or settle any litigation could result in liability that, to the extent not covered by our insurance, could have a material adverse effect on our financial condition, revenues and profitability. Given the nature of our business, we may be subject to litigation in the future. Even if the direct financial impact of such litigation is not material, settlements or judgments arising out of such litigation could include further restrictions on our ability to conduct business, including potentially the elimination of entire lines of business, which could increase our cost of doing business and limit our prospects for future growth.
General economic, political and market forces and dislocations beyond our control could reduce demand for our solutions and harm our business.
The demand for our solutions may be impacted by domestic and international factors that are beyond our control, including macroeconomic, political and market conditions, the availability of short-term and long-term funding and capital, the level and volatility of interest rates, currency exchange rates, and inflation. Any one or more of these factors may contribute to reduced activity and prices in the securities markets generally and could result in a reduction in demand for our solutions, which could have an adverse effect on our results of operations and financial condition. A significant additional decline in the

value of assets for which risk is transferred in market transactions could have an adverse impact on the demand for our solutions.
We may incur substantial additional indebtedness in connection with future acquisitions.
In order to finance acquisitions, which are an important part of our long term growth strategy, we may incur substantial additional indebtedness and such increased leverage could adversely affect our business. In particular, the increased leverage could increase our vulnerability to sustained, adverse macroeconomic weakness, limit our ability to obtain further financing and limit our ability to pursue other operational and strategic opportunities. The increased leverage, potential lack of access to financing and increased expenses could have a material adverse effect on our financial condition, results of operations and cash flows.
General economic uncertainties, including downward trends in the energy industry, could reduce demand by Wood Mackenzie’s customers for its products and services.
Demand for Wood Mackenzie’s products and services may be negatively influenced by general economic uncertainties, particularly any downward trends in the energy industry. Many factors could negatively affect the revenues, profits and discretionary spending of Wood Mackenzie’s customers. Such factors include commodity prices (in particular, oil and coal), the state of the local economy, interest rates, currency exchange rates, political uncertainty or restrictions and regulations, the availability of industry resources, and other matters. A downturn or perceived downturn in the economy, particularly the energy industry, could add pricing pressure, delay subscription renewals or lead to more challenging or protracted fee negotiations or generally lower acceptance of our solutions by Wood Mackenzie’s customers, which could cause a decline in our revenues and have a material adverse effect on our financial condition, results of operations and cash flows.

Our operations are subject to additional risks inherent in international operations.

Wood Mackenzie is based in the United Kingdom or ("U.K.,") and conducts its principal operations outside the U.S. As a result, the percentage of our revenues generated outside of the U.S. has increased materially. Conducting extensive international operations subjects us to risks that are inherent in international operations, including challenges posed by different pricing environments and different forms of competition; lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements, tariffs and other barriers; unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties, or other trade restrictions; differing technology standards; difficulties in collecting accounts receivable; difficulties in managing and staffing international operations; varying expectations as to employee standards; potentially adverse tax consequences, including possible restrictions on the repatriation of earnings; and reduced or varied protection for intellectual property rights in some countries. Moreover, international operations could be interrupted and negatively affected by economic changes, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, and other economic or political uncertainties. All of these risks could result in increased costs or decreased revenues, either of which could have a material adverse effect on our financial condition, results of operations and cash flows.

We are subject to the increased risk of exchange rate fluctuations.

The revenues and costs of Wood Mackenzie are primarily denominated in pound sterling. As a result of our acquisition of Wood Mackenzie and other recent acquisitions outside of the U.S., we face greater exposure to movements in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations. Our operating results could be negatively affected depending on the amount of revenue and expense denominated in foreign currencies. As exchange rates vary, revenue, cost of revenue, operating expenses, and other operating results, when remeasured in U.S. dollars, may differ materially from expectations. Although we may apply certain strategies to mitigate foreign currency risk, these strategies may not eliminate our exposure to foreign exchange rate fluctuations and would involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies and potential accounting implications.

Economic and political instability and potential unfavorable changes in laws and regulations resulting from the U.K.’s exit from the E.U. could adversely affect our financial condition, results of operations and cash flows.

The results of the referendum on June 23, 2016 in the U.K., to exit the E.U., which is commonly referred to as “Brexit,” and to potentially significantly change the U.K.’s relationship with the E.U. and the laws and regulations impacting business conducted between the U.K. and E.U. countries could disrupt the overall stability of the E.U. given the diverse economic and political circumstances of individual E.U. countries and negatively impact our European operations. An immediate consequence of the Brexit vote was an adverse impact to global markets, including currency markets which experienced a sharp drop in the value of the British pound.  Longer term, the ongoing negotiationsuncertainty regarding the future terms of the U.K.’s relationship with the E.U. could result in the U.K. losing access to certain aspects of the single E.U. market and the global trade deals negotiated by the E.U. on behalf of its members. While the U.K. is currently expected to leaveformally exited the E.U. on


March 29, 2019, January 31, 2020, uncertainty remains as to the exact timingprocess and process.future relationship between the U.K. and the E.U. The Brexit voteprocess and the perceptions as to the impact of the withdrawal of the U.K. may adversely affect business activity, political stability and economic conditions in the U.K., the E.U. and elsewhere, the impact of which could have an adverse effect our financial condition, results of operations and cash flows.

Risks Related to Our Common Stock

If there are substantial sales of our common stock, our stock price could decline.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market, or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem attractive. As of December 31, 2018,2020, our ten largest shareholders owned 41.2%39.3% of our common stock, including 3.9%3.1% of our common stock owned by our Employee Stock Ownership Plan or ESOP. Such stockholders are able to sell their common stock in the public market from time to time without registration, and subject to limitations on the timing, amount and method of those sales imposed by securities laws. If any of these stockholders were to sell a large number of their common stock, the market price of our common stock could decline significantly. In addition, the perception in the public markets that sales by them might occur could also adversely affect the market price of our common stock.

Pursuant to our equity incentive plans, options to purchase approximately 6,730,2886,210,845 shares of common stock were outstanding as of February 15, 2019.19, 2021. We filed a registration statement under the Securities Act, which covers the shares available for issuance under our equity incentive plans (including for such outstanding options) as well as shares held for resale by our existing stockholders that were previously issued under our equity incentive plans. Such further issuance and resale of our common stock could cause the price of our common stock to decline.

Also, in the future, we may issue our securities in connection with investments and acquisitions. The amount of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding common stock.

Our capital structure, level of indebtedness and the terms of anti-takeover provisions under Delaware law and in our amended and restated certificate of incorporation and bylaws could diminish the value of our common stock and could make a merger, tender offer or proxy contest difficult or could impede an attempt to replace or remove our directors.

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable or make it more difficult for stockholders to replace directors even if stockholders consider it beneficial to do so. Our certificate of incorporation and bylaws:

authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares to thwart a takeover attempt,
prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of the stock to elect some directors,
require that vacancies on the board of directors, including newly-created directorships, be filled only by a majority vote of directors then in office,
limit who may call special meetings of stockholders,
prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a meeting of the stockholders, and
establish advance notice requirements for nominating candidates for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares to thwart a takeover attempt,

prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of the stock to elect some directors,

require that vacancies on the board of directors, including newly created directorships, be filled only by a majority vote of directors then in office,

limit who may call special meetings of stockholders,

prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a meeting of the stockholders, and

establish advance notice requirements for nominating candidates for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law may inhibit potential acquisition bids for us. As a public company, we are subject to Section 203, which regulates corporate acquisitions and limits the ability of a holder of 15.0% or more of our stock from acquiring the rest of our stock. Under Delaware law, a corporation may opt out of the anti-takeover provisions, but we do not intend to do so.


These provisions may prevent a stockholder from receiving the benefit from any premium over the market price of our common stock offered by a bidder in a potential takeover. Even in the absence of an attempt to effect a change in management or a takeover attempt, these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

20

Item 1B.

Unresolved Staff Comments

Not Applicable.

Item 2.

Properties

Our headquarters are in Jersey City, New Jersey. As of December 31, 2018,2020, our principal offices consisted of the following properties:

Location

Square Feet

 

Square Feet

Lease Expiration Date

Jersey City, New Jersey

352,765 

December 31, 2033

Lehi, Utah

200,000 

January 31, 2024

Boston, Massachusetts

69,806

 115,271

November 30, 20202030

White Plains, New York

63,461

September 29, 2021

Houston, Texas

56,584 

April 30, 2023

We also lease offices in 2422 states in the U.S., and offices outside the U.S. to support our international operations in Argentina, Australia, Bahrain, Belgium, Brazil, Bulgaria, Canada, China, Czech Republic, Denmark, France, Germany, India, Indonesia, Ireland, Israel, Italy, Japan, Kazakhstan, Malaysia, Mexico, Nepal, Netherlands, New Zealand, Nigeria, Poland, Russia, Singapore, South Africa, South Korea, Spain, Thailand, the United Arab Emirates, and the U.K.

We believe that our properties are in good operating condition and adequately serve our current business operations. We also anticipate that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion.

Item 3.

Legal Proceedings

We are party

See Note 21, Commitments and Contingencies, to the consolidated financial statements included in Item 8 Part II of this 10-K for information regarding certain legal proceedings with respect to a variety of matters in the ordinary course of business, including those matters described below. With respect to the ongoing matters,which we are unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on our results of operations, financial position or cash flows. This is primarily because the matters are generally in early stages and discovery has either not commenced or been completed. Although we believe we have strong defenses and intend to vigorously defend these matters, we could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations, financial position or cash flows.


Xactware Solutions, Inc. Patent Litigation
On October 8, 2015, we were served with a summons and complaint in an action titled Eagle View Technologies, Inc. and Pictometry International Group, Inc. v. Xactware Solutions, Inc. and Verisk Analytics, Inc. filed in the United States District Court for the District of New Jersey. The complaint alleges that our Roof InSight, or now known as Geomni Roof, Property InSight product, or now known as Geomni Property and Aerial Sketch product in combination with our Xactimate product infringe seven patents owned by Eagle View and Pictometry namely, Patent Nos. 8,078,436, or the 436 patent, 8,170,840, or the 840 patent, 8,209,152, or the 152 patent, 8,542,880, or the 880 patent, 8,818,770, or the 770 patent, 8,823,732, or the 732 patent, and 8,825,454, or the 454 patent. On November 30, 2015, plaintiffs filed a First Amended Complaint adding Patent Nos. 9,129,376, or the 376 patent and 9,135,737, or the 737 patent to the lawsuit. The First Amended Complaint seeks an entry of judgment by the Court that defendants have and continue to directly infringe and/or indirectly infringe, including by way of inducement the Patents-in-Suit, permanent injunctive relief, damages, costs and attorney’s fees. On May 19, 2017, the District Court so ordered a Joint Stipulated Order of Partial Dismissal with Prejudice dismissing all claims or assertions pertaining to Pictometry Patents Nos. 880 and 732 and certain asserted claims of the Eagle View Patents Nos. 436, 840, 152, 770, 454, 376 and 737, or collectively the “Patents in Suit”. Eagle View further reduced the number of asserted claims pertaining to the Patents in Suit to 18 asserted claims. Thereafter, Eagle View dropped the 152 patent and further reduced the number of asserted claims from the six remaining Patents in Suit to 11 asserted claims. Fact discovery and expert discovery are now closed and defendants' summary judgment motions were fully submitted on October 26, 2018. On December 6, 2018, the Court denied Eagle View’s motion for summary judgment that a key prior art reference be excluded. On December 20, 2018, the Court denied our motion for summary judgment of equitable estoppel. On January 29, 2019, the Court denied our motion for summary judgment of unpatentability pursuant to Section 101 of the Patent Statute. At this time, it is not reasonably possible to determine the ultimate resolution of, or estimate the liability related to, this matter.
360Value Litigation
On December 10, 2018, we were served with a First Amended Complaint filed in the United States District Court for the Northern District of California titled Sheahan, et al. v. State Farm General Insurance Co., Inc., et al.  The action is brought by California homeowners, on their own behalf and on behalf of an unspecified putative class of State Farm policyholders whose homes were damaged or lost during the Northern California wildfires of 2017, against State Farm as well as us, ISO, and Xactware Solutions, Inc.  Plaintiffs served a Second Amended Complaint on January 6, 2019.  Like the First Amended Complaint, it alleges that defendants through the use of our 360Value product conspired to under-insure plaintiffs’ homes by issuing undervalued policies and underestimating the costs of rebuilding those homes.  Plaintiffs claim that defendants violated federal antitrust law as well as California consumer protection law and common law. At this time, it is not reasonably possible to determine the ultimate resolution of, or estimate the liability related to, this matter.
involved.

Item 4.

Mine Safety Disclosures

Not Applicable.

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Verisk trades under the ticker symbol “VRSK” on the NASDAQ Global Select Market. As of February 15, 2019,19, 2021, there were approximately 4759 stockholders of record. We believe the number of beneficial owners is substantially greater than the number of record holders because a large portion of common stock is held in “street name” by brokers.

We have not paid or declared any

On February 12, 2020, April 29, 2020, July 29, 2020, and October 28, 2020, our Board approved a cash dividend of $0.27 per share of common stock issued and outstanding to the holders of record as of March 13, 2020, June 15, 2020, September 15, 2020, and December 15, 2020, respectively. The cash dividends of $43.9 million, $44.0 million, $43.9 million, and $43.9 million were paid on our common stock during the two most recent fiscal years.March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020, respectively. We have a publicly announced share repurchase plan and repurchased a total of 57,875,15562,208,390 shares since our IPO through December 31, 2018.2020. As of December 31, 2018,2020, we had 380,032,628381,185,512 shares of treasury stock.

Performance Graph

The graph below compares the cumulative total stockholder return on $100 invested inof our common stock with the cumulative total return (assuming reinvestmentreturn of dividends) on $100 invested in the S&P 500 Indexindex, an aggregate index of our proxy peers used in last year’s statement and an aggregate index of peer issuers in the information services industryour proxy peers used in last year's statement, and a new group of aggregate of peer issuers in the information services industry. We have aligned our peer issuers for this performance graph with those used in our proxy statement.year’s statements. In this transition year, the table and the graph below include both the prior and the new indices of peer companies. The prior peer issuers used for this graph are Black Knight, Inc., CoreLogic Inc., CoStar Group Inc., Equifax Inc., Factset Research SystemsFair Isaac Corp., Gartner, Inc., Global Payments, Inc., IHS Markit, MSCIIntercontinental Exchange, Inc., Jack Henry & Associates Inc., Moody’s Corporation, MSCI Inc., S&P Global, and Nielsen Holdings plc. The newTransUnion. The prior peer issuers used for this graph are Alliance Data Systems Corporation, CoStar Group Inc., Equifax Inc., Factset Research Systems Inc., Fidelity National Information Services, Inc., Fiserv, Inc., Gartner, Inc., IHS Markit, Moody’s Corporation, MSCI Inc., Nielsen Holdings plc, S&P Global, and TransUnion.

The graph assumes that the value of investment in our common stock and each index was $100 at December 31, 2015 and that all cash dividends were reinvested. 

COMPARISON OF CUMULATIVE TOTAL RETURN

Assumes $100 Invested on December 31, 2013

2015

Assumes Dividend Reinvested

Fiscal Year Ended December 31, 20182020

priorpeergroupchart.jpg

performancegraph2018a.jpg

Recent Sales of Unregistered Securities

There were

We had no unregistered sales of equity securities by the Company during 2018.2020.

22

Issuer Purchases of Equity Securities

Our board of directors has authorized a share repurchase program or ("Repurchase Program,Program") since May 2010, of up to $3.3 billion.$3.8 billion, inclusive of the $500.0 million authorization approved by the board on February 12, 2020. As of December 31, 2018, $427.62020, $278.8 million remains available for share repurchases. In December 2019, March 2020, June 2020, and September 2018,2020, we entered into twofour Accelerated Share Repurchase or ASR,("ASR") agreements to repurchase shares of itsour common stock for an aggregate purchase price of $100.0$225.0 million. These ASRs were settled in February 2020, June 2020, September 2020, and December 2018.2020. In December 2018,2020, we entered into an additional ASR agreement to repurchase shares of itsour common stock for an aggregate purchase price of $75.0$50.0 million. This ASR will be settled in March 2019.2021. Under the Repurchase Program, we may repurchase stock in the market or as otherwise determined by us. These authorizations have no expiration dates and may be suspended or terminated at any time. Since the introduction of share repurchase as a feature of our capital management strategies in 2010, we have repurchased shares with an aggregated value of $2,872.4$3,521.2 million. On February 16, 2021, our board of directors approved an additional share repurchase authorization of $300.0 million. Our share repurchases for the quarter ended December 31, 20182020 are set forth below:

Period

 

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

  

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

 
              

(in millions)

 

October 1, 2020 through October 31, 2020

  215,855

(1)

 $185.31

(1)

  215,855  $278.8 

November 1, 2020 through November 30, 2020

          $278.8 

December 1, 2020 through December 31, 2020

  47,042

(1)

 $190.19

(1)

  47,042  $278.8 
   262,897

(1)

 $190.19

(1)

  262,897     

_______________

(1) In September 2020, we entered into an ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $50.0 million with Citibank, N.A. The ASR agreement is accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase price of $50.0 million on October 1, 2020, we received 215,855 shares of our common stock at a price of $185.31 per share. Upon final settlement in December 2020, we received an additional 47,042 shares as determined by the daily volume weighted average share price of our common stock during the term of the ASR agreement, bringing the total shares received under this ASR agreement to 262,897 and a final average price paid of $190.19 per share.

Period
Total Number
of Shares
Purchased

 Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs
 
 
  
 
(in millions)
October 1, 2018 through October 31, 2018
331,812

$120.55

331,812
$544.0
November 1, 2018 through November 30, 2018
605,500

$121.93

605,500
$470.2
December 1, 2018 through December 31, 2018
371,032

$114.76

371,032
$427.6


1,308,344

 

1,308,344


Item 6.

Selected Financial Data

The following selected historical financial data should be read in conjunction with, and are qualified by reference to, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements andand notes thereto included elsewhere in this annual report on Form 10-K. The consolidated statement of operations data for the years ended December 31, 2018, 2017,2020, 2019, and 20162018 and the consolidated balance sheet data as of December 31, 20182020 and 20172019 are derived from the audited consolidated financial statements included elsewhere in this annual report on Form 10-K. The consolidated statement of operations data for the years ended December 31, 20152017 and 20142016 and the consolidated balance sheet data as of December 31, 2016, 2015,2018, 2017, and 20142016 are derived from consolidated financialfinancial statements that are not included in this annual report on Form 10-K. Results for the year ended December 31, 20182020 are not necessarily indicative of results that may be expected in any other future period.

Between January 1, 20142016 and December 31, 2018,2020, we acquired 26 31businesses, (most notably Wood Mackenzie on May 19, 2015), which may affect the comparability of our consolidated financial statements. Our consolidated financial statements have been retroactively adjusted in all periods presented to give recognition to the discontinued operations of our heathcare business and mortgage serviceshealthcare business. The following table sets forth our statement of operations for the years ended December 31:


  

2020

  

2019

  

2018

  

2017

  

2016

 
  

(in millions, except for share and per share data)

 

Revenues:

                    

Insurance

 $1,986.3  $1,865.2  $1,714.9  $1,558.0  $1,426.2 

Energy and Specialized Markets

  641.6   563.9   504.3   437.2   435.7 

Financial Services

  156.7   178.0   175.9   150.0   133.3 

Revenues

  2,784.6   2,607.1   2,395.1   2,145.2   1,995.2 

Operating expenses:

                    

Cost of revenues (exclusive of items shown separately below)

  993.9   976.8   886.2   783.8   714.4 

Selling, general and administrative

  413.9   603.5   378.7   322.8   301.6 

Depreciation and amortization of fixed assets

  192.2   185.7   165.3   135.6   119.1 

Amortization of intangible assets

  165.9   138.0   130.8   101.8   92.5 

Other operating (income) loss

  (19.4)  6.2          

Total operating expenses

  1,746.5   1,910.2   1,561.0   1,344.0   1,227.6 

Operating income

  1,038.1   696.9   834.1   801.2   767.6 

Other income (expense):

                    

Investment (loss) income and others, net

  (2.4)  (1.7)  15.3   9.2   6.1 

Interest expense

  (138.2)  (126.8)  (129.7)  (119.4)  (120.0)

Total other expense, net

  (140.6)  (128.5)  (114.4)  (110.2)  (113.9)

Income before income taxes from continuing operations

  897.5   568.4   719.7   691.0   653.7 

Provision for income taxes

  (184.8)  (118.5)  (121.0)  (135.9)  (202.2)

Income from continuing operations

  712.7   449.9   598.7   555.1   451.5 

Income from discontinued operations, net of tax (1)

              139.7 

Net income

 $712.7  $449.9  $598.7  $555.1  $591.2 

Basic net income per share

                    
Income from continuing operations $4.38  $2.75  $3.63  $3.36  $2.68 
Income from discontinued operations              0.83 
Basic net income per share $4.38  $2.75  $3.63  $3.36  $3.51 

Diluted net income per share

                    
Income from continuing operations $4.31  $2.70  $3.56  $3.29  $2.64 
Income from discontinued operations              0.81 
Diluted net income per share $4.31  $2.70  $3.56  $3.29  $3.45 

Cash dividends declared per share (2)

 $1.08  $1.00  $  $  $ 

Weighted average shares outstanding:

                    

Basic

  162,610,586   163,535,438   164,808,110   165,168,224   168,248,304 

Diluted

  165,320,709   166,560,115   168,297,836   168,688,868   171,171,572 

24

 2018 2017 2016 2015 2014
               
 (in millions, except for share and per share data)
Revenues:              
Insurance$1,705.9
 $1,550.5
 $1,419.1
 $1,330.6
 $1,245.0
Energy and Specialized Markets 513.3
  444.7
  442.8
  308.8
  84.9
Financial Services
175.9
 
150.0
 
133.3
 
121.3
 
101.2
Revenues
2,395.1
 
2,145.2
 
1,995.2
 
1,760.7
 
1,431.1
Operating expenses:

 

 

 

 

Cost of revenues (exclusive of items shown separately below)
886.2
 
783.8
 
714.4
 
612.0
 
516.0
Selling, general and administrative
378.7
 
322.8
 
301.6
 
278.3
 
187.3
Depreciation and amortization of fixed assets
165.3
 
135.6
 
119.1
 
96.6
 
65.4
Amortization of intangible assets
130.8
 
101.8
 
92.5
 
70.4
 
30.1
Total operating expenses
1,561.0
 
1,344.0
 
1,227.6
 
1,057.3
 
798.8
Operating income
834.1
 
801.2
 
767.6
 
703.4
 
632.3
Other income (expense):

 

 

 

 

Investment income and others, net
15.3
 
9.2
 
6.1
 
16.9
 
0.2
Gain on derivative instruments

 

 

 
85.2
 

Interest expense
(129.7) 
(119.4) 
(120.0) 
(121.4) 
(70.0)
Total other expense, net
(114.4) 
(110.2) 
(113.9) 
(19.3) 
(69.8)
Income before income taxes from continuing operations
719.7
 
691.0
 
653.7
 
684.1
 
562.5
Provision for income taxes
(121.0) 
(135.9) 
(202.2) 
(196.6) 
(208.5)
Income from continuing operations
598.7
 
555.1
 
451.5
 
487.5
 
354.0
Income from discontinued operations, net of tax (1)






139.7


20.1


46.0
Net income$598.7

$555.1

$591.2

$507.6

$400.0
Basic net income per share


















Income from continuing operations$3.63

$3.36

$2.68

$2.95

$2.14
Income from discontinued operations






0.83


0.12


0.27
Basic net income per share$3.63

$3.36

$3.51

$3.07

$2.41
Diluted net income per share


















Income from continuing operations$3.56

$3.29

$2.64

$2.89

$2.10
Income from discontinued operations






0.81


0.12


0.27
Diluted net income per share$3.56

$3.29

$3.45

$3.01

$2.37
Weighted average shares outstanding:
Basic
164,808,110
 
165,168,224
 
168,248,304
 
165,090,380
 
165,823,803
Diluted
168,297,836
 
168,688,868
 
171,171,572
 
168,451,343
 
169,132,423


The financial operating data below sets forth the information we believe is useful for investors in evaluating our overall financial performance for the years ended December 31:

 2018 2017 2016 2015 2014
               
 (in millions)
Other data:

 

 

 

 

EBITDA (2):

 

 

 

 

Insurance$932.2
 $855.8
 $779.2
 $762.5
 $672.3
Energy and Specialized Markets 154.4
  133.6
  151.2
  162.3
  17.9
Financial Services
58.9
 
58.4
  320.9
  129.4
  168.4
EBITDA$1,145.5
 $1,047.8
 $1,251.3
 $1,054.2
 $858.6
The following is a reconciliation of net income to EBITDA: 
Net income$598.7
 $555.1
 $591.2
 $507.6
 $400.0
Depreciation and amortization of fixed and intangible assets from continuing operations
296.1
 
237.4
 
211.6
 
167.0
 
95.5
Interest expense from continuing operations
129.7
 
119.4
 
120.0
 
121.4
 
70.0
Provision for income taxes from continuing operations
121.0
 
135.9
 
202.2
 
196.6
 
208.5
Depreciation, amortization, interest and provision for income taxes from discontinued operations






126.3


61.6


84.6
EBITDA$1,145.5
 $1,047.8
 $1,251.3
 $1,054.2
 $858.6

  

2020

  

2019

  

2018

  

2017

  

2016

 
  

(in millions)

 

Other data:

                    

EBITDA (3):

                    

Insurance

 $1,129.3  $823.3  $929.1  $852.7  $776.3 

Energy and Specialized Markets

  216.8   141.2   157.5   136.7   154.1 

Financial Services

  47.7   54.4   58.9   58.4   320.9 

EBITDA

 $1,393.8  $1,018.9  $1,145.5  $1,047.8  $1,251.3 

The following is a reconciliation of net income to EBITDA:

                    

Net income

 $712.7  $449.9  $598.7  $555.1  $591.2 

Depreciation and amortization of fixed and intangible assets from continuing operations

  358.1   323.7   296.1   237.4   211.6 

Interest expense from continuing operations

  138.2   126.8   129.7   119.4   120.0 

Provision for income taxes from continuing operations

  184.8   118.5   121.0   135.9   202.2 

Depreciation, amortization, interest and provision for income taxes from discontinued operations

              126.3 

EBITDA

 $1,393.8  $1,018.9  $1,145.5  $1,047.8  $1,251.3 

The following table sets forth our consolidated balance sheet data as of the years ended December 31:

 2018 2017 2016 2015 2014
               
 (in millions)
Balance Sheet Data:

 

 

 

 

Cash and cash equivalents$139.5
 $142.3
 $135.1
 $138.3
 $39.3
Total assets$5,900.3
 $6,020.3
 $4,631.2
 $5,593.7
 $2,335.1
Total debt (3)$2,723.3
 $3,008.8
 $2,387.0
 $3,145.7
 $1,426.7
Stockholders’ equity$2,070.6
 $1,925.4
 $1,332.4
 $1,372.0
 $211.0

  

2020

  

2019

  

2018

  

2017

  

2016

 
  

(in millions)

 

Balance Sheet Data:

                    

Cash and cash equivalents

 $218.8  $184.6  $139.5  $142.3  $135.1 

Total assets

 $7,561.8  $7,055.2  $5,900.3  $6,020.3  $4,631.2 

Total debt (4)

 $3,213.9  $3,151.0  $2,723.3  $3,008.8  $2,387.0 

Stockholders’ equity

 $2,698.2  $2,260.8  $2,070.6  $1,925.4  $1,332.4 

(1)

On June 1, 2016, and March 11, 2014, we sold our healthcare business and mortgage services business, respectively.business. Results of operations for the healthcare and mortgage services businessesbusiness are reported as discontinued operations for the year ended December 31, 2016 and for all prior periods presented. As necessary, the amounts have been retroactively adjusted in all periods presented to give recognition to the discontinued operations.

(2)

Cash dividends declared per share is calculated by the aggregate cash dividends declared in a fiscal year divided by the shares issued and outstanding. See Note 1116. of our consolidated financial statements included in this annual report on Form 10-K.

(2)

(3)

EBITDA is the financial measure that management uses to evaluate the performance of our segments. “EBITDA” is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. Because EBITDA is calculated from net income, this presentation includes EBITDA from discontinued operations of our healthcare business and mortgage services business. In addition, references to EBITDA margin, which is computed as EBITDA divided by revenues from continuing and discontinued operations. See Note 19. of our consolidated financial statements included in this annual report on Form 10-K.

Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our operating income, net income or cash flow from operating activities

reported under GAAP. Management uses EBITDA in conjunction with traditional GAAP operating performance measures as part of its overall assessment of company performance. Some of these limitations are:
EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments.

Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies; EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our operating income, net income or cash flow from operating activities reported under GAAP. Management uses EBITDA in conjunction with traditional GAAP operating performance measures as part of its overall assessment company performance. Some of these limitations involved in the use of EBITDA are: 

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments.

EBITDA does not reflect changes in, or cash requirements for, our working capital needs.

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future and EBITDA does not reflect any cash requirements for such replacements.

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

(3)

(4)

Includes capitalfinance lease obligations and unamortized discount and debt issuance costs.

25

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our historical financial statements and the related notes included elsewhere in this annual report on Form 10-K, as well as the discussion under “Selected Consolidated Financial Data.” This discussion contains forward-looking statements that involve risks and uncertainties.uncertainties, including the impact of the 2019 novel coronavirus ("COVID-19"). Our actual results may differ materially from those discussed in or implied by any of the forward-looking statements as a result of various factors, including but not limited to those listed under “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”


This discussion includes a comparison of our results of operations, liquidity and capital resources, financing and financing capacity and cash flow for the years ended December 31, 2020 and 2019. A discussion of changes in our results of operations and cash flows for the years ended December 31, 2019 and 2018can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" within the annual report on Form 10-K for the year ended December 31, 2019 filed on February 18, 2020.

Verisk is a leading data analytics provider serving customers in insurance, energy and specialized markets, and financial services. Using advanced technologies to collect and analyze billions of records, we draw on unique data assets and deep domain expertise to provide innovations that may be integrated into customer workflows. We offer predictive analytics and decision support solutions to customers in rating, underwriting, claims, catastrophe and weather risk, natural resources intelligence, economic forecasting, commercial banking and finance, and many other fields. In the United States, or U.S., and around the world, we help customers protect people, property, and financial assets. Refer to Item 1.1. Business for further discussion.

Our customers use our solutions to make better decisions about risk and opportunities with greater efficiency and discipline. We refer to these products and services as “solutions” due to the integration among our products and the flexibility that enables our customers to purchase components or the comprehensive package of products. These solutions take various forms, including data, statistical models or tailored analytics, all designed to allow our customers to make more logical decisions. We believe our solutions for analyzing risk positively impact our customers’ revenues and help them better manage their costs.

We previously reported results based on two operating segments, Decision Analytics and Risk Assessment. During the first quarter of 2018, the chief operating decision maker, or CODM, changed how he makes operating decisions, assesses the performance of the business, and allocates resources in a manner that caused the Company's operating segments to change. Consequently, effective as of the first quarter of 2018, our operating segments are based on three vertical markets we serve: Insurance, Energy and Specialized Markets, and Financial Services. These three operating segments are also our reportable segments, which have been retroactively recast to reflect the new segments in all periods presented.

Our Insurance segment provides underwriting and ratings, and claims insurance data for the U.S. P&C insurance industry. This segment'ssegment's revenues represented approximately 71% and 72% of our revenues for the years ended December 31, 20182020 and 2017, respectively.2019. Our Energy and Specialized Markets segment provides research and consulting data analytics for the global energy, chemicals, and metals and mining industries. Our Energy and Specialized Markets segment's revenues represented approximately 22%23% and 21% 22% of our revenues for the years ended December 31, 20182020 and 2017,2019, respectively. Our Financial Services segment provides competitive benchmarking, decisioning algorithms, business intelligence, and customized analytic services to financial institutions, payment networks and processors, alternative lenders, regulators and merchants. Our Financial Services segment's revenues represented approximately 6% and 7% of our revenues for the years ended December 31, 20182020 and 2017.2019, respectively. 

COVID-19

Since January 2020, an outbreak of the 2019 novel coronavirus ("COVID-19") has evolved into a worldwide pandemic. We have modified our operations in line with our business continuity plans due to COVID-19. While our facilities generally remain open, we are making extensive use of the work-from-home model at this moment. On a daily basis, management is reviewing our operations and there have been to date minimal interruptions in our customer facing operations. Given the digital nature of our business and the move toward cloud enablement, we expect to remain operationally stable and fully available to our customers. We are in compliance with all financial and non-financial covenants and have not observed a loss of any significant customers, a significant deterioration in the collectability of receivables, a significant reduction in our liquidity, nor a significant decline in the subscription renewal rates.

We have analyzed our solutions and services to assess the impact of COVID-19 on our revenue streams. We have not identified any material impact stemming from COVID-19 on approximately 85% of our revenues at this point, as much of these revenues are subscription in nature and subject to long-term contracts. These revenues grew approximately 6% for the year ended December 31, 2020.

Of the remaining 15%, we have identified specific solutions and services, largely transactional in nature, that are being impacted by COVID-19. The primary causal factors are lower auto and travel insurance activity, the inability to enter commercial buildings to perform engineering analyses, decreased capital expenditure in the energy sector, and reduced levels of advertising by financial institutions and marketers. The portion of our revenue that is attributable to these solutions has been negatively impacted by COVID-19, and declined approximately 11% for the year ended December 31, 2020. The deepest impacts were in the categories of travel insurance analytics, auto underwriting and claims analytics in the insurance industry, consulting services in the energy industry, and spend informed analytic solutions in financial services. Although we have experienced a decline in revenue attributable to these specific solutions during the last two weeks of March 2020 and through the period ended December 31, 2020, currently we do not anticipate lasting impacts of a material nature to our long-term growth profile. As the global outbreak of COVID-19 is still rapidly evolving, management continues to closely monitor its impact on our business.

26




Executive Summary

Key Performance Metrics

We believe our business’s ability to grow recurring revenue and generate positive cash flow is the key indicator of the successful execution of our business strategy. We use year-over-year revenue and EBITDA growth as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures (see Note 23. within Item 6. Selected Financial Data section of Management’s Discussion and Analysis of Financial Condition and Results of Operations). The respective GAAP financial measures are net income and net income margin.

Revenue growth. We use year-over-year revenue growth as a key performance metric. We assess revenue growth based on our ability to generate increased revenue through increased sales to existing customers, sales to new customers, sales of new or expanded solutions to existing and new customers, and strategic acquisitions of new businesses.

EBITDA growth. We use EBITDA growth as a proxy for the cash generated by the business. EBITDA growth serves as a measure of our ability to balance the size of revenue growth with cost management and investing for future growth.

EBITDA growth allows for greater transparency regarding our operating performance and facilitate period-to-period comparison.

EBITDA margin. We use EBITDA margin as a metric to assess segment performance and scalability of our business. We assess EBITDA margin based on our ability to increase revenues while controlling expense growth.

Revenues

We earn revenues through agreements for hosted subscriptions, advisory/consulting services, and for transactional solutions, recurring and non-recurring. Subscriptions for our solutions are generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year and automatically renewed each year. As a result, the timing of our cash flows generally precedes our recognition of revenues and income and our cash flow from operations tends to be higher in the first quarter as we receive subscription payments. Examples of these arrangements include subscriptions that allow our customers to access our standardized coverage language, our claims fraud database or our actuarial services throughout the subscription period. In general, we experience minimal revenue seasonality within the business.

Approximately

Approximately 82% and 81% of the revenues in our Insurance segment for the years ended December 31, 20182020 and 20172019 were derived from hosted subscriptions through agreements (generally one to five years) for our solutions. Our customers in this segment include most of the P&C insurance providers in the U.S. Approximately 78%84% and 82%78% of the revenues in our Energy and Specialized Markets segment for the years ended December 31, 20182020 and 2017,2019, respectively, were derived from hosted subscriptions with long-term agreements for our solutions. Our customers in this segment include most of the top 10 global energy providers around the world. Approximately 73%77% and 72% of the revenues in our Financial Services segment for the years ended December 31, 20182020 and 2017,2019, respectively, were derived from subscriptions with long-term agreements for our solutions, respectively. Our customers in this segment include financial institutions, payment networks and processors, alternative lenders, regulators, merchants, and all of the top 30 credit card issuers in North America, the United Kingdom, and Australia.

We also provide advisory/consulting services, which help our customers get more value out of our analytics and their subscriptions. In addition, certain of our solutions are paid for by our customers on a transactional basis, recurring and non-recurring. For example, we have solutions that allow our customers to access property-specific rating and underwriting information to price a policy on a commercial building, or compare a P&C insurance or a workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For the years ended December 31, 20182020 and 2017, approximately 20%2019, approximately 18% and 19%, respectively,19% of our consolidated revenues were derived from providing transactional and advisory/consulting solutions.

solutions, respectively.

Principal Operating Costs and Expenses

Personnel expenses are a major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 58%59% and 59%52% of ourour total operating expenses for the years ended December 31, 20182020 and 2017,2019, respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

We assign personnel expenses between two categories, cost of revenues and selling, general and administrative costs, based on the actual costs associated with each employee. We categorize employees who maintain our solutions as cost of revenues, and all other personnel, including executive managers, sales people,salespeople, marketing, business development, finance, legal, human resources, and administrative services, as selling, general and administrative expenses. A significant portion of our other


operating costs, such as facilities and communications, are either captured within cost of revenues or selling, general and administrative expense based on the nature of the work being performed.

While we expect to grow our headcount over time to take advantage of our market opportunities, we believe that the economies of scale in our operating model will allow us to grow our personnel expenses at a lower rate than revenues. Historically, our EBITDA margin has improved because we have been able to increase revenues without a proportionate corresponding increase in expenses. However, part of our corporate strategy is to invest in new solutions and new businesses, which may offset margin expansion.

Cost of Revenues. Our cost of revenues consists primarily of personnel expenses. Cost of revenues also includes the expenses associated with the acquisition and verification of data, the maintenance of our existing solutions and the development and enhancement of our next-generation solutions. Our cost of revenues excludes depreciation and amortization.

Selling, General and Administrative Expense. Our selling, general and administrative expense also consists primarily of personnel costs. A portion of the other operating costs such as facilities, insurance and communications are allocated to selling, general and administrative costs based on the nature of the work being performed by the employee. Our selling, general and administrative expenses excludes depreciation and amortization.

Trends Affecting Our Business

We serve customers in three primary vertical markets: P&C insurance, energy and specialized markets, and financial services. The industry trends in each of those markets can affect our business.

A significant change in P&C insurers’ profitability could affect the demand for our solutions. For insurers, the keys to profitability include increasing investment income, premium growth and disciplined underwriting of risks. Investment income remains under pressure as a result of low interest rates. Growth in P&C insurers’ direct written premiums is cyclical, with total industry premium growth receding from a peak of 14.8% in 2002 to a trough of negative 3.1% in 2009 and subsequently recovering to 4.4% in 2012, 4.3% in 2013, 4.4% in 2014,slowing down to 3.7% in 2015 3.7% inand 2016, andaccelerating to 4.7% in 2017.2017 and 5.5% in 2018, then again slowing down to 5.1% in 2019. In recent years, we have signed multi-year contracts with certain customers, and pricing is fixed at the beginning of each multi-year period; pricing for other customers is still linked to prior years' premiums.


Based on the most recent results available, direct premium growth and net premium growth acceleratedslowed down significantly in 2018. However,2020 due to the COVID-19 pandemic. In 2020, insurers were also challenged by heightened catastrophic losses in 20182020 associated with a record number of events ISO's Property Claims Service classified as catastrophes, including a major hurricanes, such as Florencehurricane Laura and Michael,the Midwest derecho, both in August 2020, and several devastatingmultiple wildfires in the state of California, coupled with additional losses reported from the three major hurricanes in 2017 - Harvey, Irma, and Maria.Western states. These events illustrate the need for broader coverages, such as flood to meet the changing needs of communities.  We continue to provide the necessary resources to meet insurer needs.

In the life insurance market, carriers are looking to modernize and digitize their core platforms, as well as offer streamlined underwriting decision-making process to expand the number of policies which can be offered more rapidly, and without cumbersome medical tests. Our no-code modular technology stack and advanced analytics (such as using electronic health records to model mortality and detecting of tobacco use through voice analysis) enable the digital transformation of our customers' core infrastructure and automate their decision-making processes across the policy lifecycle.

Trends in catastrophe and non-catastrophe weather losses can have an effect on our customers’ profitability, and therefore on their appetite for buying analytics to help them manage their risks. Any increase or decrease in frequency or severity of weather events over time could lead to an increased or decreased demand for our catastrophe modeling, catastrophe loss information, and repair cost solutions. Likewise, any structural changes in the reinsurance and related brokerage industry from the recent influx of alternative capital or newer technologies could affect demand for our products. We also have a portion of our revenue related to the number of claims processed due to losses, which can be impacted by seasonal storm activity. The need by our customers to fight insurance fraud - both in claims and at policy inception - could lead to increased demand for our underwriting and claims solutions.

Trends in the energy, chemicals, and metals and mining sectors, and activity in financial markets can influence our revenues. During 2018, theThe COVID-19 pandemic had a major impact on global economic growth, commodity flows and prices in 2020. Commodity markets in energy were disrupted with a negative impact on most of our major energy customers. Brent oil price reached a peak of over approximately 80averaged $42 dollar per barrel before falling under approximately 60in 2020 (and a monthly low of $19 dollars per barrel in April), down from $64 dollar per barrel in 2019; the downcycle in globally traded gas prices was exacerbated by year end reflecting an oversupplyweaker demand. Investment in the market.natural resources sector fell sharply as companies cut expenditure. We expect investment to increase with the recovery in the global economy though the natural resources industry will continue to demonstrate tight capital discipline which may affect our business. The Organizationenergy transition is gathering pace with China, Japan, South Korea and Canada among the latest countries committing to net carbon neutral targets in 2020. The transition presents both a threat and an opportunity for the sector and our revenues. Fossil fuels will meet much of global demand for some decades, but investments in zero carbon energy (renewables and emerging technologies such as electric vehicles and energy storage) and the associated infrastructure will grow in importance. Electrification of economies will drive demand for base metals, some bulk commodities and battery raw materials. Climate change and decarbonization are rising up the agenda, and policy on environmental and social governance is intensifying. Attracting the capital needed to meet future energy demand is one of the Petroleum Exporting Countries, or OPEC, announced a significant cutindustry’s challenges and data, analysis and insight will help our customers achieve this.

Trends in production beginning January 1, 2019 to help balance the market. In the upstream sector there are five global trends. First, capital investments have recovered from the cyclical low, the start of spend on a new global phase of significant liquefied natural gas projects adding momentum in 2019. Second, the industry’s ongoing progress in reducing costs have been boosted by digitalization initiativesbanking and retail sectors, as well as over-capacitymaterial external factors can influence revenues in the service sector in many regions, leading to improved economics and more projects reaching a final investment decision. Third, tight oil production in the U.S. lower 48 is still on a strong growth trajectory and remains a focus of global merger and acquisition activity as the industry consolidates. Fourth, resource capture continues to be focused on lower risk opportunities with competitive bidding in 2019 to develop discovered fields in Qatar (gas) and Brazil (oil). Fifth, many countries are reviewing their existing fiscal policies to ensure that they are competitive and attract investment. In the wider energy sector the energy transition is gaining momentum, most evidently in the rapid penetration of renewables into power and the emergence of electric vehicles – the latter set to present a competitive challenge to the internal combustion engine in the coming decades and


with implications for oil demand in the long term. Petrochemicals is a key growth segment for oil demand, but the disposal of plastics is increasingly in the public eye as a social and environmental concern. New legislation limiting sulphur content in marine fuels comes into effect in 2020 with profound implications for refiners and major fuel consumers, such as airlines. As environmental concerns and the move to decarbonization gather pace, we will continue to evolve our offerings to meet the needs of our customers in a dynamic market and remain increasingly well positioned to serve our customers' information and analytical needs.
Market trends continue to influence our Financial Services segment in importantmany ways. As we look forward towards 2019, increasing fraud and delinquency loss rates worldwide are strengthening demand for robust risk solutions which we are addressing viaCOVID-19 has had a range of new fraud solutions, which we have initially launched in Mexico. Additionally, higher levels of regulatory scrutiny as well as greater regulatory alignment worldwide is increasing demand for compliance and reporting tools, which we are tackling viasignificant impact on our range of compliance products developed both within our Financial Services segment. In order to better serve our customers, add to our data asset, and expand our expertise, we made a number of acquisitions inone-time consultative revenue streams over the past year including Marketview,as our clients sought to temporary reduce external expenditure while they focused on critical customer needs. Additionally, governmental intervention and actions to support indebted consumers by extending credit terms has created a lag in bankruptcy and similar filings which have adversely impacted our credit analytics business, but we do believe this is a temporary impact which will reverse over time. As retailers saw reduced consumer spend due to COVID-19 however, this created an opportunity for our spend analytics businesses to work more closely with retailers to help them understand and target emerging spend as the economies in our markets re-emerged. Our sector specific trends have remained broadly consistent with fraud and similar financial crimes continuing to impact our customers in ways ranging from regulatory risk and credit loss for financial institutions, to counterfeit loss and inventory shrinkage for merchants, with risks being elevated at times of financial stress. This can strengthen demand for our credit risk and fraud solutions ranging from enhanced brand protection solutions for retailers, through to enhanced artificial-intelligence led models to identify cross bank and cross-border fraudulent transactions. We continue to see increasing competition for traditional retail banks and consumer lenders from financial technology companies and other on-line lending new entrants, which provides analytical solutionsopportunities for banks, acquirers, merchants and government in New Zealand.  These new businesses offer new solutions forus to support many existing and potential clients, with our enhanced digital solutions and analytical tools providing new clients of our core business, and enableways for us to develop productcommunicate and cost synergies going forward,engage with our clients today in our remote environment, and join our existing businesses that we acquired earlier and have integrated during 2018.in the future.

Description of Acquisitions

We acquired twenty-twothirteen businesses since January 1, 2016.2018. These acquisitions affect the comparability of our consolidated results of operations between periods. See a description of our 2020 acquisitions below and Note 10. to our consolidated financial statements included in this annual report on Form 10-K for further discussions on the below acquisitions.

2018discussions.

2020 Acquisitions

On December 14, 2018,16, 2020, the we acquired Rulebook, whosethe stock of Lead Intelligence, Inc. ("Jornaya"), a leading provider of consumer behavioral data and intelligence. The acquisition added Jornaya's proprietary pricing engine can be usedview of consumer buying journeys to our growing set of marketing solutions for internal pricingthe insurance and underwritingfinancial services markets, as well as external distribution forprovide customers with the insurance market through its platform. Rulebook furthers our goal of providing solutionsintelligence and agility to the global insurance market, including a comprehensive chain of solutions to specialty insurers for mitigating risktime and optimizing total cost of operations. Rulebook istailor interactions based on actual in-market behaviors. Jornaya has become part of the underwriting and ratings& rating category within theour Insurance segment.

On June 20, 2018,September 9, 2020, we acquired 100 percent of the stock of Validus-IVC Limited, or Validus,Franco Signor LLC ("Franco Signor"). Franco Signor is a Medicare Secondary Payer compliance solutions provider of claims management solutionsto large employers, insurers and developer of the subrogation portalthird-party administrators in the UK, verifyTM. ValidusU.S. Franco Signor has become part of the claims category within our Insurance segment. The integrationsegment and enhanced the solutions we currently offer, as well as added professional administrative services for Medicare Set Asides to our suite of Validus' verifyTM platform withsolutions.

      Description of Dispositions

In the first quarter of 2020, our global claims analytic services allows insurers to take advantage of enhanced analytic and technology tools to help improve and automate the claims settlement process.

On February 21, 2018, we acquired 100 percent of the stock of Business Insight Limited, Business Insight, a provider of predictive analytics for insurers in the U.K. and Ireland. Business Insight has become part of the underwriting and ratings categorydata warehouse business within the Insurance segment. Business Insight offers a comprehensive set of peril models to support underwriting and rating for the commercial property and homeowners insurance market.
On January 5, 2018, we acquired 100 percent of the stock of Marketview Limited, or Marketview. Marketview is a provider of consumer spending analysis and insights across the retail, hospitality, property, and government sectors in New Zealand. Marketview has become part of the Financial Services segment. The acquisition helps expand the our solutions related to consumer spending analytics across the Australasiasegment qualified as assets held for sale and Oceania regions by combining its domain expertise and proprietary data assets with thosewas sold on March 1, 2020. We recorded a gain of Marketview.
2017 Acquisitions
On December 29, 2017, we acquired 100 percent of the stock of PowerAdvocate, a provider of market, cost intelligence, and supply chain solutions serving the energy sector. Within our Energy and Specialized Markets segment, PowerAdvocate expands our offerings to the energy sector by adding proprietary spend data and cost models and providing insight into customers' cost savings opportunities.
On December 22, 2017, we acquired the net assets of Service Software, LLC., or Service Software, a provider of business management software for the construction industry. Within our Insurance segment, Service Software expands our offerings to the insurance sector by integrating with the existing$3.5 million in "Other operating loss quantification solutions, which makes it possible for restoration professionals to save time by sharing job information, reducing duplicate data entry, and increasing productivity.

On November 9, 2017, we acquired 100 percent of the stock of Rebmark Legal Solutions Ltd., or Rebmark, a provider of injury claims solutions,(income)" within the Insurance segment. Rebmark’s solutions aid claimant and defendant lawyers, barristers, and claims handlers with the preparationaccompanying consolidated statements of schedules of loss, which is useful in complex, high-value injury claims where calculations can be time-consuming and there is greater potential for error.
On August 31, 2017, we acquired 100 percent of the stock of LCI, a provider of risk insight, prediction, and management solutions for banks and creditors. LCI has become part of the Financial Services segment. This acquisition brings together our proprietary data assets and LCI's proprietary time-series data, including consumer and commercial bankruptcies, consumer behavior, and legal and technical terms associated with debtor settlements.
On August 23, 2017, we acquired 100 percent of the stock of Sequel, a provider of commercial and specialty insurance and reinsurance software based in the U.K. Sequel has become part of the Insurance segment. The acquisition of Sequel further enhances our comprehensive offerings to the global complex commercial and specialty insurance industry, enabling integrated global data analytics through a specialized end-to-end workflow solution.
On August 3, 2017, we acquired 100 percent of the stock of G2, a provider of merchant risk intelligence solutions for acquirers, commercial banks, and other payment system providers. G2 has become part of the Financial Services segment. The acquisition of G2 positions us to further enhance our offerings to clients and partners, by providing solutions that help fight fraud, transaction laundering, and reputational risk within the global payments and e-commerce ecosystem.
During the three months ended June 30, 2017, we acquired the net assets of the Aerial Imagery acquisitions, a group of similar but unrelated companies, which give us broad geographic coverage of the U.S. for aerial image capture purposes. The Aerial Imagery acquisitions provide multi-spectral aerial photographic services with expertise in offering digital photogrammetric and remote sensing data for mapping and surveying applications. Within our Insurance segment, the Aerial Imagery acquisitions enable us to enhance and maintain its database of images with the required frequency, resolution, and coverage across the U.S. to support our objective as the leading provider of loss quantification data, analytics, and decision-support solutions to the insurance industry, and the photogrammetry, surveying, mapping, and other related markets.
On May 19, 2017, we acquired 100 percent of the stock of MAKE Consulting A/S, or MAKE, a research and advisory business specializing in wind power. MAKE has become part of the Energy and Specialized Markets segment. MAKE enhances our offering to existing customers and forms a market analysis and advisory consortium on renewables and the transformation of the global electricity industry. With detailed coverage of power market fundamentals, solar, wind, energy storage, and grid edge technologies, the Energy and Specialized Markets segment is positioned to bring customers market analysis and insight on the evolution of the energy landscape and provide a comprehensive platform for the future.
On March 31, 2017, we acquired 100 percent of the stock of Fintellix Solutions Private Limited, or Fintellix, a Bangalore-based data solutions company specializing in the development of data management platforms and regulatory reporting solutions for financial institutions. Fintellix has become part of the Financial Services segment. The acquisition of Fintellix positions us to expand the data hosting and regulatory platforms and better address the increasingly complex needs of its customers.
On February 24, 2017, we acquired 100 percent of the stock of Emergent Network Intelligence Limited, or ENI, a developer in insurance claims efficiency and fraud detection solutions based in the U.K.. With the acquisition of ENI within the Insurance segment, our customers in the U.K. can take advantage of technologically advanced tools that allow them to improve motor vehicle claims workflow and reduce their costs and exposure to fraud.
On February 16, 2017, we acquired 100 percent of the stock of Healix International Holdings Limited, or Healix, a software analytics provider in automated medical risk assessment for the travel insurance industry. Healix is within our Insurance segment. The acquisition further expands our offerings for the global insurance industry, providing solutions that are embedded with customer workflows and can help underwrite medical coverage for travelers with greater speed, accuracy, and efficiency.
On January 21, 2017, we acquired 100 percent of the stock of Arium Limited, or Arium. Arium specializes in liability risk modeling and decision support. Arium has become part of the insurance vertical within the Insurance segment, and enables us to provide its customers with additional modeling solutions and analytics for the casualty market.
2016 Acquisitions
On November 23, 2016, we acquired the net assets of IntelliStance, LLC, or MarketStance, a provider of market intelligence data and analytics to the property/casualty insurance market. MarketStance has become part of our Insurance segment. MarketStance has built a proprietary analytics model to provide actionable insights on customer's profitability that enhances our existing offerings.

On November 11, 2016, we acquired 100 percent of the stock of The GeoInformation Group Limited, or GeoInformation, a provider of geographic data solutions. GeoInformation offers mapping services and geospatial data and analytic solutions to companies and public sector organizations. GeoInformation's resources complement the risk management and predictive analytics capabilities internationally within the Insurance segment.
On October 20, 2016, we acquired 100 percent of the stock of Analyze Re, Inc., or Analyze Re, a software analytics provider for the reinsurance and insurance industries. Analyze Re has become part of our Insurance segment and enables us to provide our customers with additional real-time pricing, exposure management, and enterprise portfolio roll-up capabilities.
On August 19, 2016, we acquired the net assets of data and subscriptions business of Quest Offshore Resources, Inc, or Quest Offshore, which supplies market intelligence to the offshore oil and gas sector. The data and subscriptions business has become part of the Energy and Specialized Markets segment and complements its existing upstream analysis expertise.

On July 26, 2016, we acquired 100 percent of the stock of Greentech Media, Inc., or Greentech Media, an information services provider for the electricity and renewables sector. Greentech Media has become part of the Energy and Specialized Markets segment and enables us to provide our customers with market intelligence across several categories, including solar generation, energy storage, and smart grids that react to changes in supply and demand.

On April 14, 2016, we acquired 100 percent of the stock of Risk Intelligence Ireland Limited, or RII, a provider of fraud detection, compliance, risk control, and process automation services to the Irish insurance industry. RII enhances the ability of our Insurance segment to serve the international insurance market.

Description of Discontinued Operations

On June 1, 2016, we sold our healthcare business, Verisk Health. The purchase price consisted of a cash consideration of $714.6 million, net of closing adjustments of $5.4 million, and proceeds from a promissory note associated with the sale of $100.0 million, that was received in August 2018. Results of operations for the healthcare business are reported as discontinued operations for the year ended December 31, 20162020.

On February 14, 2020, the sale of the compliance background screening business was completed for net cash proceeds of $23.1 million. A gain of $15.9 million was included in "Other operating loss (income)" within the accompanying consolidated statements of operations for the year ended December 31, 2020.

On February 1, 2020, the sale of the aerial imagery sourcing group was completed. We contributed assets related to the disposed business, including cash of $63.8 million, in exchange for a non-controlling 35.0% ownership interest in a nonpublic company, Vexcel. We determined the fair value of the securities associated with the non-controlling ownership interest in Vexcel with the assistance of valuations performed by third-party specialists, including the discounted cash flow analysis and estimates made by management. The securities were concluded not to have a readily determinable fair value and did not qualify for all prior periods presented. See the practical expedient to estimate fair value. The contributed assets approximated the fair value of the investment securities related to the non-controlling ownership interest; therefore, there was no gain or loss recorded in conjunction with this disposition for the year ended December 31, 2020.

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

Consolidated Results of Continuing Operations

Revenues

Revenues were $2,784.6 million for the year ended December 31, 2020 compared to $2,607.1 million for the year ended December 31, 2019, an increase of $177.5 million or 6.8%. Our recent acquisitions (BuildFax, FAST, Franco Signor, and Jornaya within the Insurance segment; the CaaS business and Genscape within the Energy and Specialized Markets segment; Commerce Signals within the Financial Services segment) and dispositions (the aerial imagery sourcing group and the compliance background screening business within the claims category of the Insurance segment, and the retail analytics solution business and the data warehouse business within the Financial Services segment) contributed net revenues of $92.0 million. The remaining consolidated revenues of $85.5 million or 3.4% is related to the following: revenues within our Insurance segment increased $96.5 million or 5.3%; offset by revenues within our Energy and Specialized Markets segment decreased $5.8 million or 1.1%; and revenues within our Financial Services segment decreased $5.2 million or 3.3%. Refer to the Results of Operations by Segment within this section for more information regarding our revenues.

  

2020

  

2019

  

Percentage change

  

Percentage change excluding recent acquisitions, businesses held for sale and disposition

 
                 
  

(in millions)

         

Insurance

 $1,986.3  $1,865.2   6.5%  5.3%

Energy and Specialized Markets

  641.6   563.9   13.8%  (1.1)%

Financial Services

  156.7   178.0   (12.0)%  (3.3)%

Total revenues

 $2,784.6  $2,607.1   6.8%  3.4%

Cost of Revenues

Cost of revenues was $993.9 million for the year ended December 31, 2020 compared to $976.8 million for the year ended December 31, 2019, an increase of $17.1 million or 1.8%. Our recent acquisitions and dispositions accounted for a net increase of $40.4 million in cost of revenues, which was primarily related to salaries and employee benefits. The remaining cost of revenues decreased $23.3 million or 2.5% primarily due to decreases in travel expenses of $28.5 million, data costs of $8.7 million, salaries and employee benefits of $5.5 million, and professional consulting costs of $2.1 million. The decrease in travel expense primarily resulted from travel restrictions in connection with the COVID-19 pandemic. These decreases were partially offset by increases in information technology expenses of $14.2 million and other operating costs of $7.3 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SGA") were $413.9 million for the year ended December 31, 2020 compared to $603.5 million for the year ended December 31, 2019, a decrease of $189.6 million or 31.4%. Our litigation reserve recorded for the year ended December 31, 2019 related to the Xactware Solutions, Inc. Patent Litigation ("EVT Litigation Reserve")accounted for a decrease of $125.0 million (See Note 1121. Commitments and Contingencies to our consolidated financial statements included in this annual report on Form 10-K.10-K). Our acquisition-related costs (earn-outs) accounted for a decrease of $71.8 million (See Note 10. Acquisitions to our consolidated financial statements included in this annual report on Form 10-K). Our recent acquisitions and dispositions accounted for a net increase of $21.8 million primarily related to salaries and employee benefits. The remaining SGA decreased $14.6 million or 2.4% primarily due to decreases in travel expenses of $12.5 million, professional consulting costs of $9.6 million, and information technology expenses of $2.0 million. The decrease in travel expense primarily resulted from travel restrictions in connection with the COVID-19 pandemic. These decreases were partially offset by increases of salaries and employee benefits of $9.1 million and other operating costs of $0.4 million. 

30

Depreciation and Amortization of Fixed Assets

Depreciation and amortization of fixed assets was $192.2 million for the year ended December 31, 2018 Compared2020 compared to Year Ended $185.7 million for the year ended December 31, 2017

Consolidated Results2019, an increase of Continuing Operations
Revenues
Revenues$6.5 million or 3.5%. The increase was primarily driven by assets placed in service of $20.5 million to support data capacity expansion and revenue growth and due to recent acquisitions of $7.9 million. These increases were $2,395.1partially offset by our recent dispositions of $21.9 million. 

Amortization of Intangible Assets

Amortization of intangible assets was $165.9 million for the year ended December 31, 2020 compared to $138.0 million for the year ended December 31, 2019, an increase of $27.9 million or 20.2%. This was primarily driven by the additional amortization of intangible assets incurred in connection with our recent acquisitions.

  Other Operating (Income) Loss

Other operating (income) loss was a gain of $19.4 million for the year ended December 31, 20182020 compared to $2,145.2a loss of $6.2 million for the year ended December 31, 2017,2019, an increase of $249.9$25.6 million, primarily related to gains associated with the dispositions of our compliance background screening business and data warehouse business for the year ended December 31, 2020 and the loss associated with the disposition of our retail analytics solution business for the year ended December 31, 2019.

Investment Loss and Others, Net

Investment loss and others, net was a loss of $2.4 million for the year ended December 31, 2020 compared to a loss of $1.7 million for the year ended December 31, 2019. The increase of $0.7 million was primarily due to a loss on foreign currencies. 

Interest Expense

Interest expense was $138.2 million for the year ended December 31, 2020 compared to $126.8 million for the year ended December 31, 2019, an increase of $11.4 million or 11.6%9.0%. In 2017 and 2018, we acquiredThe increase was primarily driven by the following companies, Rebmark, Service Software, PowerAdvocate, Marketview, Business Insight, Validus, and Rulebook, collectively referred to as our recent acquisitions, which we define as acquisitions not ownedadditional senior notes of $500.0 million that were issued in the second quarter of 2020. The proceeds of these senior notes were used for a significant portion of bothgeneral corporate purposes, including the current period and/or prior period and would therefore impact the comparabilityrepayment of the financial results. Excluding revenues of $110.9 million from our recent acquisitions, our revenue growthcommitted senior unsecured Syndicated Revolving Credit Facility (the "Credit Facility").

Provision for Income Taxes

The provision for income taxes was $139.0 million or 6.5%. Revenues within our Insurance segment, excluding our recent acquisitions of Rebmark, Service Software, Business Insight, Validus, and Rulebook, increased by $111.3 million or 7.2%. Revenues in our Energy and Specialized Market segment, excluding our recent acquisition of PowerAdvocate, increased by $30.6 million or 6.9%. Revenues in our Financial Services segment, excluding our recent acquisition of Marketview, decreased by $2.9 million or 2.0%. Refer to the Results of Continuing Operations by Segment within this section for further information regarding our revenues.

 2018 2017 Percentage change Percentage change excluding recent acquisitions
      
 (in millions)    
Insurance$1,705.9
 $1,550.6
 10.0% 7.2 %
Energy and Specialized Markets 513.3
  444.6
 15.4% 6.9 %
Financial Services 175.9
  150.0
 17.3% (2.0)%
Total revenues$2,395.1
 $2,145.2
 11.6% 6.5 %

Cost of Revenues
Cost of revenues was $886.2$184.8 million for the year ended December 31, 20182020 compared to $783.8$118.5 million for the year ended December 31, 2017,2019, an increase of $102.4$66.3 million or 13.1%. Our recent acquisitions accounted for an increase of $55.0 million in cost of revenues, primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased $47.4 million or 6.1%55.9%. The increaseeffective tax rate was primarily due to increases in salaries and employee benefits cost of $30.8 million, data costs and data processing fees of $5.0 million, rent and facilities expenses of $4.8 million, information technology expense of $4.2 million, and other operating costs of $2.6 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, or SGA, were $378.7 million20.6% for the year ended December 31, 20182020 compared to $322.8 million20.9% for the year ended December 31, 2017, an increase of $55.9 million or 17.3%. Our recent acquisitions accounted for an increase of $30.6 million in SGA, primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, SGA increased $25.3 million or 8.1%. The increase was primarily due to increases in salaries and employee benefits (which include annual salaries increase, medical costs, and long term equity compensation plan costs) of $17.8 million, information technology expense of $3.8 million, professional consulting fees of $2.4 million, and other general and administrative of $1.3 million.
Depreciation and Amortization of Fixed Assets
Depreciation and amortization of fixed assets was $165.3 million for the year ended December 31, 2018 compared to $135.6 million for the year ended December 31, 2017, an increase of $29.7 million or 21.9%. The increase in depreciation and amortization of fixed assets includes depreciation and amortization related to our recent acquisitions of $9.4 million. The remaining increase primarily relates to depreciation and amortization of hardware and software development costs and aircraft equipment placed into production to support data capacity expansion and revenue growth.
Amortization of Intangible Assets
Amortization of intangible assets was $130.8 million for the year ended December 31, 2018 compared to $101.8 million for the year ended December 31, 2017, an increase of $29.0 million or 28.5%. The increase in amortization of intangible assets was primarily due to amortization related to our recent acquisitions of $26.0 million and currency fluctuations impacting amortization denominated in currencies other than U.S. dollars.
Investment Income and Others, Net
Investment income and others, net was a gain of $15.3 million for the year ended December 31, 2018 compared to a gain of $9.2 million for the year ended December 31, 2017. The increase of $6.1 million was primarily due to a realized gain of $12.3 million on the repayment of subordinated promissory note receivable in August 2018, prior to its maturity. This gain was partially offset by a reduction in interest income on the note due to the payoff that occurred in August 2018.
Interest Expense
Interest expense was $129.7 million for the year ended December 31, 2018 compared to $119.4 million for the year ended December 31, 2017, an increase of $10.3 million or 8.6%. The increase was due to our higher average outstanding borrowings for the year ended December 31, 2018 related to the credit facility. These higher average outstanding borrowings in 2018 were primarily associated with the funding of our share repurchase program and the acquisition of PowerAdvocate, which occurred in December of 2017.
Provision for Income Taxes
The provision for income taxes was $121.0 million for the year ended December 31, 2018 compared to $135.9 million for the year ended December 31, 2017, a decrease of $14.9 million or 11.0%. The effective tax rate was 16.8% for the year ended December 31, 2018 compared to 19.7% for the year ended December 31, 2017.2019. The decrease in the effective tax rate in 20182020 compared to 20172019 was primarily due to the impact of tax reform lowering the U.S. tax rate from 35.0% to 21.0%, as well as the impact of greaterhigher tax benefits from equity compensation.
compensation in the current period versus the prior period as well as lower nondeductible earn-out expenses in the current period. These benefits were partially offset by the deferred tax impact of the tax rate increase in the United Kingdom that was enacted and recorded in 2020.

Net Income

The net income margin for our consolidated results was 25.0%25.6% for the year ended December 31, 20182020 compared to 25.9%17.3% for the yearyear ended December 31, 2017.


2019. The increase in net income margin was primarily related to the EVT Litigation Reserve (2019), a decrease in acquisition-related costs (earn-outs), the gains on sales of our compliance background screening business and data warehouse business (2020), a reduction in travel expenses as a result of COVID-19, and cost discipline.

EBITDA

Margin

The EBITDA margin for our consolidated results was 47.8%was 50.1% for the year ended December 31, 20182020 compared to 48.8%39.1% for the yearyear ended December 31, 2017.2019. The increase in EBITDA margin forwas primarily related to the year ended December 31, 2018 was negatively impacted byEVT Litigation Reserve (2019), a decrease in acquisition-related costs (earn-outs), the recent acquisitions with slightly lower margins.gains on sales of our compliance background screening business and data warehouse business (2020), a reduction in travel expenses as a result of COVID-19, and cost discipline.

31

Results of Continuing Operations by Segment

Insurance

Revenues


Revenues for our Insurance segment were $1,705.9$1,986.3 million for the year ended December 31, 20182020 compared to $1,550.6$1,865.2 million for the year ended December 31, 2017,2019, an increase of $155.3$121.1 million or 10.0%6.5%. Excluding revenues of $44.0 million from our recent acquisitions of Rebmark, Service Software, Business Insight, Validus, and Rulebook, Insurance revenues increased $111.3 million or 7.2%.

 2018 2017 Percentage change Percentage change excluding recent acquisitions
      
 (in millions)    
Underwriting & rating$1,144.5
 $1,046.9
 9.3% 6.6%
Claims 561.4
  503.7
 11.5% 8.5%
Total Insurance$1,705.9
 $1,550.6
 10.0% 7.2%
Our underwriting & rating revenuerevenues increased $97.6$136.3 million or 9.3%; excluding10.9%. Our claims revenues fromdecreased $15.2 million or 2.5%.

  

2020

  

2019

  

Percentage change

  

Percentage change excluding recent acquisitions, businesses held for sale and disposition

 
                 
  

(in millions)

         

Underwriting & rating

 $1,390.6  $1,254.3   10.9%  6.7%

Claims

  595.7   610.9   (2.5)%  2.2%

Total Insurance

 $1,986.3  $1,865.2   6.5%  5.3%

Our recent acquisitions (BuildFax, FAST, Franco Signor and Jornaya) and dispositions (the aerial imagery sourcing group and the compliance screening business) contributed net revenues of $29.0$24.6 million ourand the remaining Insurance revenues increased $96.5 million or 5.3%. Our underwriting & rating revenuerevenues increased $68.6$84.3 million or 6.6%,6.7% primarily resulted fromdue to an annual increase in prices derived from continued enhancements to the content of the solutions within our industry-standard insurance programs as well as selling expanded solutions to existing customers.customers within commercial and personal lines. In addition, property-specific underwriting solutions and catastrophe modeling services contributed to the growth.

Our claims revenuerevenues increased $57.7$12.2 million or 11.5%; excluding revenues from recent acquisitions of $15.0 million, our claims revenue increased $42.7 million or 8.5%2.2%, primarily due to growth in our repair cost estimating solutions claims analytics and aerial imagery solutions revenue. The repair costs estimating and aerial imagery-based solutions contributed approximately $16.0 million in revenuesThis increase was offset by the impact of the injunction ruling related to severe storms for the year ended December 31, 2017, which did not reoccurroof measurement solutions in 2018.
the fourth quarter of 2019 and a decline in certain transactional revenues in connection with the COVID-19 pandemic. 

Cost of Revenues

Cost of revenues for our Insurance segment was $568.1$628.4 million for the year ended December 31, 20182020 compared to $510.4$639.9 million for the year ended December 31, 2017, an increase2019, a decrease of $57.7$11.5 million or 11.3%1.8%. Our recent acquisitions within the Insurance segmentand dispositions represented ana net increase of $22.0$4.9 million in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, ourThe remaining cost of revenues increased $35.7decreased $16.4 million or 7.0%. The increase was2.7% primarily due to increasesdecreases in travel expenses of $14.4 million, data costs of $9.4 million, and salaries and employee benefits of $7.6 million. The decrease in travel expenses primarily resulted from travel restrictions in connection with the COVID-19 pandemic and a reduction in travel-related costs due to the sale of our aerial imagery sourcing group in February 2020. The decrease in salaries and employee benefits of $21.3 million, rent and facilitiesmostly resulted from a reduction in our annual short-term incentives. These decreases were partially offset by increases in information technology expenses of $4.2$9.8 million, dataprofessional consulting costs and data processing fees of $3.6 million, information technology expense of $3.4$1.9 million, and other operating costs of $3.2$3.3 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Insurance segment were $218.8$243.3 million for the year ended December 31, 2020 compared to $402.7 million for the year ended December 31, 2019, a decrease of $159.4 million or 39.6%. Our EVT Litigation Reserveaccounted for a decrease of $125.0 million. Our acquisition-related costs (earn-outs) accounted for a decrease of $29.9 million. Our recent acquisitions and dispositions accounted for an increase of $7.3 million primarily related to salaries and employee benefits. The remaining SGA decreased $11.8 million or 2.9% primarily due to decreases in professional consulting costs of $8.8 million, travel expenses of $7.1 million, information technology expenses of $2.5 million, and other operating costs of $1.2 million. These decreases were partially offset by an increase in salaries and employee benefits of $7.8 million.

Other Operating Income

Other operating income was a gain of $15.9 million for the year ended December 31, 20182020 compared to $196.1 million$0 for the year ended December 31, 2017, an increase2019, a variance of $22.7$15.9 million, or 11.6%. Our recent acquisitions within the Insurance segment, accounted for an increase of $10.4 million in SGA, was primarily related to salaries and employee benefits. Excluding costsa gain associated with the disposition of our recent acquisitions, SGA increased $12.3compliance background screening business. 

Investment (Loss) Income and Others, Net

Investment (loss) income and others, net was a loss of $1.2 million or 6.5%for the year ended December 31, 2020 compared to a gain of $0.7 million for the year ended December 31, 2019. The increasedecrease of $1.9 million was primarily due to increases in salaries and employee benefits (which include annual salaries increase, medical costs, and long term equity compensation plan costs) of $8.4 million, information technology expense of $3.0 million, and professional consulting fees of $1.0 million. These increases were offset by a decrease in other general expenses of $0.1 million.


loss on foreign currencies. 

EBITDA

EBITDA Margin

EBITDA for our Insurance segment was $932.2$1,129.3 million for the year ended December 31, 20182020 compared to $855.8$823.3 million for the year ended December 31, 2017.2019. The EBITDA margin for our Insurance segment was 54.6%56.9% for the year ended December 31, 20182020 compared to 55.2%44.1% for the year ended December 31, 2017.2019. The increase in EBITDA margin forwas primarily related to the year ended December 31, 2018 was negatively impacted by the recent acquisitions with slightly lower margins.EVT Litigation Reserve (2019), a reduction in travel expenses as a result of COVID-19, and cost discipline.

Energy and Specialized Markets

Revenues

Revenues for our Energy and Specialized Markets segment were $513.3$641.6 million for the year ended December 31, 20182020 compared to $444.6$563.9 million for the year ended December 31, 2017,2019, an increase of $68.7$77.7 million or 15.4%13.8%. Excluding revenues of $38.1 million from ourOur recent acquisition of PowerAdvocate, revenues for our Energyacquisitions, the CaaS business and Specialized Markets increased $30.6 million or 6.9% for the year ended December 31, 2018. The increaseGenscape, within this segment primarily resulted from continuing end-market improvementscontributed revenues of $83.5 million. The remaining decrease in revenue of $5.8 million or 1.1% was primarily due to declines in cost intelligence solutions' implementation projects that did not reoccur and consulting revenue in connection with the energy sector and growthCOVID-19 pandemic. These declines were slightly offset by increases in our environmental health and safety service revenue.

revenue and core research solutions.

Cost of Revenues

Cost of revenues for our Energy and Specialized Markets segment was $218.2$272.7 million for the year ended December 31, 20182020 compared to $193.8$239.7 million for the year ended December 31, 2017,2019, an increase of $24.4$33.0 million or 12.6%13.8%. Our recent acquisition within this segment representedacquisitions accounted for an increase of $13.9$36.6 million in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisition, ourThe remaining cost of revenues increased $10.5decreased $3.6 million or 5.4%. The increase was1.6% primarily due to decreases in travel expenses of $11.5 million and professional consulting fees of $4.3 million. The decrease in travel expenses primarily resulted from travel restrictions in connection with the COVID-19 pandemic. These decreases were partially offset by increases in salaries and employee benefit costsbenefits of $7.1 million, rent and facilities expense of $0.5$4.8 million, information technology expenseexpenses of $0.5$2.4 million, data costs of $1.0 million, and other operating costs of $2.5$4.0 million. These increases were offset by a decrease in data costs and data processing fees of $0.1 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Energy and Specialized Markets segment were $141.1$150.9 million for the year ended December 31, 2020 compared to $181.1 million for the year ended December 31, 2019, a decrease of $30.2 million or 16.7%. Our acquisition-related costs (earn-out) accounted for a decrease of $41.9 million. Our recent acquisitions accounted for an increase of $14.6 million, primarily related to salaries and employee benefits. The remaining SGA decreased $2.9 million or 2.2% primarily due to decreases in travel expenses of $4.7 million and professional consulting costs of $0.7 million. The decrease in travel expenses primarily resulted from travel restrictions in connection with the COVID-19 pandemic. These decreases were partially offset by increases in information technology expenses of $0.7 million, salaries and employee benefits of $0.1 million, and other operating costs of $1.7 million.

Investment Loss and Others, Net

Investment loss and others, net was a loss of $1.2 million for the year ended December 31, 20182020 compared to $114.4a loss of $1.9 million for the year ended December 31, 2017, an increase2019. The decrease of $26.7$0.7 million or 23.3%. Our recent acquisition within this segment accounted for an increase of $16.2 million in SGA expenses, which was primarily related to salaries and employee benefits. Excluding costs associated with our recent acquisition, SGA increased $10.5 million or 9.1%. The increase was primarily due to increases in salaries and employee benefit costs of $8.0 million, information technology expenses of $0.8 million, professional consulting costs of $0.2 million and other general expense of $1.5 million.

a gain on foreign currencies. 

EBITDA

Margin

EBITDA for our Energy and Specialized Markets segment was $154.4$216.8 million for the year ended December 31, 20182020 compared to $133.6$141.2 million for the year ended December 31, 2017.2019. The EBITDA margin for our Energy and Specialized Markets segment was 30.1%33.8% for the year ended December 31, 20182020 compared to 30.0%25.0% for the year ended December 31, 2017.2019. The increase in EBITDA margin was primarily related to cost-discipline, a reduction in travel expenses as a result of COVID-19, and a decrease in acquisition-related costs (earn-outs).

Financial Services

Revenues

Revenues

Revenues for our Financial Services segment were $175.9$156.7 million for the year ended December 31, 20182020 compared to $150.0$178.0 million for the year ended December 31, 2017, an increase2019, a decrease of $25.9$21.3 million or 17.3%12.0%. Excluding revenues of $28.8 million from ourOur recent acquisition of Marketview,Commerce Signals and dispositions of the retail analytics solution business and the data warehouse business contributed a net decrease in revenues for our Financial Services decreased $2.9of $16.1 million. The remaining decrease in revenue was $5.2 million or 2.0% for the year ended December 31, 2018. The decrease within this segment resulted from nonrecurring project revenues3.3%, related to projects that occurred during the year ended December 31, 2017 and did not reoccur and decrease in 2018, which offsetconsulting revenue in connection with the growth in portfolio management solutions and spend informed analytics revenues.


COVID-19 pandemic. 

Cost of Revenues

Cost of revenues for our Financial Services segment was $99.9$92.8 million for the year ended December 31, 20182020 compared to $79.6$97.2 million for the year ended December 31, 2017, an increase2019, a decrease of $20.3$4.4 million or 25.5%4.5%. Our recent acquisition within this segmentand dispositions represented an increasea net decrease of $19.1$1.1 million, in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisition, ourThe remaining cost of revenues increased $1.2decreased $3.3 million or 1.6%. The increase was3.6% primarily due to increasesdecreases in salaries and employee benefitbenefits of $2.7 million, travel expenses of $2.6 million, and data costs of $2.4 million, data costs$0.3 million. The decrease in salaries and data processing fees of $1.5 million,employee benefits mostly resulted from a reduction in our annual short-term incentives. The decrease in travel expenses primarily resulted from travel restrictions in connection with the COVID-19 pandemic. These decreases were partially offset by increases in information technology expenseexpenses of $2.0 million and professional consulting costs of $0.3 million, and rent and facilities expense of $0.1 million. These increases were offset by a decrease in other operating costs of $3.1 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Financial Services segment were $18.8$19.7 million for the years ended December 31, 2020 and December 31, 2019. Our recent acquisitions and dispositions represented a net decrease of $0.1 million. The remaining SGA increase of $0.1 million or 0.4% is primarily due to an increase in salaries and employee benefits of $1.2 million. This increase was partially offset by decreases in travel expenses of $0.7 million, information technology expenses of $0.2 million, professional consulting costs of $0.1 million, and other operating costs of $0.1 million. 

Other Operating (Income) Loss

Other operating (income) loss was a gain of $3.5 million for the year ended December 31, 2020 compared to a loss of $6.2 million for the year ended December 31, 2019. The increase of $9.7 million was related to a gain of $3.5 million generated from the sale of our data warehouse business for the year ended December 31, 20182020 and a loss of $6.2 million generated from the sale of our retail analytics solution business for the year ended December 31, 2019.

Investment Loss and Others, Net

Investment loss and others, net was $0 for the year ended December 31, 2020 compared to $12.3 milliona loss of $0.5 million for the year ended December 31, 2017, an increase2019. The variance of $6.5$0.5 million or 52.7%. Our recent acquisition within this segment accounted for an increase of $4.0 million in SGA expenses, which was primarily related to salaries and employee benefits. Excluding costs associated with our recent acquisition, SGA increased $2.5 million or 24.7%. The increase was primarily due to increases in salaries and employee benefit costs of $1.4 million, and professional consulting costs of $1.2 million. The increases were offset by a decrease in other general expense of $0.1 million.

gain on foreign currencies. 

EBITDA

EBITDA Margin

EBITDA for our Financial Services segment was $58.9$47.7 million for the year ended December 31, 20182020 compared to $58.4$54.4 million for the year ended December 31, 2017.2019. The EBITDA margin for our Financial Services segment was 33.5%30.4% for the year ended December 31, 2020 compared to 30.6% for the year ended December 31, 2018 compared to 39.0% for the year ended December 31, 2017.2019. The decrease in EBITDA margin wasis primarily due to an acquisition contingent payment of $3.5 million related to the Fintellix acquisition that negatively impacted our margin for the year ended December 31, 2018.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Consolidated Results of Continuing Operations
Revenues

Revenues were $2,145.2 million for the year ended December 31, 2017 compared to $1,995.2 million for the year ended December 31, 2016, an increase of $150.0 million or 7.5%. Excluding revenues of $61.3 million from RII, Greentech Media, Quest Offshore, Analyze Re, GeoInformation, MarketStance, Arium, Healix, ENI, Fintellix, MAKE, Aerial Imagery acquisitions, G2, Sequel, LCI, Rebmark, and Service Software, collectively referred to as our recent acquisitions, which we define as acquisitions not owned for a significant portion of both the current period and/or prior period and would therefore impact the comparability of the financial results, our revenue growth was $88.7 million or 4.5%. Revenues within our Insurance segment, excluding our recent acquisitions of RII, Analyze Re, GeoInformation, MarketStance, Arium, Healix, ENI, Aerial Imagery, Sequel, Rebmark, and Service Software, increased by $102.3 million or 7.2%. Revenues in our Energy and Specialized Markets segment, excluding our recent acquisitions of Greentech Media, Quest Offshore, and MAKE, decreased by $9.5 million or 2.2%. Revenues in our Financial Services segment, excluding our recent acquisitions of Fintellix, G2, and LCI, decreased by $4.1 million or 3.0%. Refer to the Results of Continuing Operations by Segment within this section for further information regarding our revenues.
 2017
2016
Percentage change
Percentage change excluding recent acquisitions







(in millions)



Insurance$1,550.6

$1,419.1
 9.3% 7.2 %
Energy and Specialized Markets 444.6

 442.8
 0.4% (2.2)%
Financial Services 150.0

 133.3
 12.5% (3.0)%
Total revenues$2,145.2

$1,995.2
 7.5% 4.5 %
Cost of Revenues

Cost of revenues was $783.8 million for the year ended December 31, 2017 compared to $714.4 million for the year ended December 31, 2016, an increase of $69.4 million or 9.7%. Our recent acquisitions accounted for an increase of $45.3

million in cost of revenues, primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased $24.1 million or 3.4%. The increase was primarily due to increases in salaries and employee benefits cost of $30.7 million, data costs and data processing fees of $6.1 million, information technology expense of $1.7 million and other operating costs of $0.1 million. These increases were offset by a decrease in a nonrecurring ESOP chargerevenue. 

34











 2017
2016
Percentage change
Percentage change excluding recent acquisitions







(in millions)



Underwriting & rating$1,046.9
 $970.5
 7.9% 5.6%
Claims 503.7
  448.6
 12.3% 10.6%
Total Insurance$1,550.6
 $1,419.1
 9.3% 7.2%
Our underwriting & rating revenue increased $76.4 million or 7.9%; excluding revenues from recent acquisitions of $21.6 million, our underwriting & rating revenue increased $54.8 million or 5.6%, primarily resulted from an increase in prices derived from continued enhancements to the content of the solutions within our industry-standard insurance programs as well as selling expanded solutions to existing customers. In addition, catastrophe modeling services contributed to the growth.
Our claims revenue increased $55.1 million or 12.3%; excluding revenues from recent acquisitions of $7.6 million, our claims revenue increased $47.5 million or 10.6%, primarily due to growth in our repair cost estimating solutions, claims analytics and aerial imagery solutions revenue. The severe storm-related repair costs estimating and aerial imagery-based solutions contributed approximately $16.0 million for the year ended December 31, 2017, which did not exist in 2016.

Cost of Revenues

Cost of revenues for our Insurance segment was $510.4 million for the year ended December 31, 2017 compared to $469.6 million for the year ended December 31, 2016, an increase of $40.8 million or 8.7%. Our recent acquisitions within the Insurance segment represented an increase of $24.6 million in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased $16.2 million or 3.5%. The increase was primarily due to increases in salaries and employee benefits of $22.7 million, data costs and data processing fees of $6.3 million, and information technology expense of $1.9 million. These increases were offset by decreases in an ESOP charge of $14.5 million that occurred in 2016 and other operating costs of $0.2 million.
Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Insurance segment were $196.1 million for the year ended December 31, 2017 compared to $178.1 million for the year ended December 31, 2016, an increase of $18.0 million or 10.1%. Our recent acquisitions within the Insurance segment, accounted for an increase of $7.4 million in SGA, was primarily related to salaries and employee benefits, and transaction costs. Excluding costs associated with our recent acquisitions, SGA increased $10.6 million or 6.0%. The increase was primarily due to increases in salaries and employee benefits of $10.6 million, professional consulting fees of $3.6 million, and information technology expense of $0.7 million. These increases were offset by a decrease in an ESOP charge of $4.3 million that occurred in 2016.

EBITDA
EBITDA for our Insurance segment was $855.8 million for the year ended December 31, 2017 compared to $779.2 million for the year ended December 31, 2016. The EBITDA margin was 55.2% for the year ended December 31, 2017 and 54.9% for the year ended December 31, 2016. The margin for the year ended December 31, 2016 was negatively impacted by an ESOP charge of 1.3%.
Energy and Specialized Markets
Revenues

Revenues for our Energy and Specialized Markets were $444.6 million for the year ended December 31, 2017 compared to $442.8 million for the year ended December 31, 2016, an increase of $1.8 million or 0.4%. Excluding revenues of $11.3 million from our recent acquisitions of Greentech Media, Quest Offshore, and MAKE, our Energy and Specialized Markets revenue decreased $9.5 million or 2.2% due to the continuing end-market and currency tailwinds affecting the energy business and declines in our environmental health and safety services.
Cost of Revenues

Cost of revenues for our Energy and Specialized Markets segment was $193.8 million for the year ended December 31, 2017 compared to $177.1 million for the year ended December 31, 2016, an increase of $16.7 million or 9.4%. Our recent acquisitions within this segment represented an increase of $7.2 million in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased $9.5 million or 5.4%. The increase was primarily due to increases in salaries and employee benefit costs of $9.1 million, information technology expense of $0.2 million, and other operating costs of $0.2 million.
Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Energy and Specialized Markets segment were $114.4 million for the year ended December 31, 2017 compared to $113.4 million for the year ended December 31, 2016, an increase of $1.0 million or 0.9%. Our recent acquisitions within this segment accounted for an increase of $2.6 million in SGA expenses, which was primarily related to salaries and employee benefits and transaction costs. Excluding costs associated with our recent acquisitions, SGA decreased $1.6 million or 1.4%. The decrease was primarily due to decreases in information technology expenses of $1.7 million and professional consulting costs of $0.6 million. These decreases were offset by increases in salaries and employee benefit costs of $0.4 million and other general expense of $0.3 million.
EBITDA

EBITDA for our Energy and Specialized Markets segment was $133.6 million for the year ended December 31, 2017 compared to $151.2 million for the year ended December 31, 2016. The EBITDA margin was 30.0% for the year ended December 31, 2017 compared to 34.2% for the year ended December 31, 2016. The decrease in margin for the year ended December 31, 2017 was primarily due to the impact of movements in the U.S. dollar relative to British pounds.
Financial Services
Revenues
Revenues for our Financial Services were $150.0 million for the year ended December 31, 2017 compared to $133.3 million for the year ended December 31, 2016, an increase of $16.7 million or 12.5%. Excluding revenues of $20.8 million from our recent acquisitions of Fintellix, G2, and LCI, our financial services revenue decreased $4.1 million or 3.0%. The decrease was primarily due to several contract completions in 2016 partially offset by growth in media effectiveness solutions.
Cost of Revenues
Cost of revenues for our Financial Services segment was $79.6 million for the year ended December 31, 2017 compared to $67.7 million for the year ended December 31, 2016, an increase of $11.9 million or 17.7%. Our recent acquisitions within this segment represented an increase of $13.5 million in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues decreased $1.6 million or 2.2%. The decrease was primarily due to decreases in salaries and employee benefit costs of $1.1 million, information technology expense of $0.4 million, and data costs and data processing fees of $0.2 million. These decreases were offset by an increase in other operating costs of $0.1 million.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for our Financial Services segment were $12.3 million for the year ended December 31, 2017 compared to $10.1 million for the year ended December 31, 2016, an increase of $2.2 million or 21.8%. Our recent acquisitions within this segment accounted for an increase of $3.7 million in SGA expenses, which was primarily related to salaries and employee benefits and transaction costs. Excluding costs associated with our recent acquisitions, SGA decreased $1.5 million or 14.8%. The decrease was primarily due to decreases in salaries and employee benefit costs of $2.2 million and information technology expenses of $0.2 million, and other general expense of $0.1 million. These decreases were offset by an increase in professional consulting costs of $1.0 million.
EBITDA
EBITDA for our Financial Services segment was $58.4 million for the year ended December 31, 2017 compared to $320.9 million for the year ended December 31, 2016. The EBITDA margin was 39.0% for the year ended December 31, 2017 and for the year ended December 31, 2016, including our discontinued operations, the EBITDA margin was 240.7%. Our EBITDA margin for the year ended December 31, 2016 was primarily impacted by discontinued operations, including the gain on sale of our healthcare business, of 199.5%.

Quarterly Results of Operations

The following table sets forth our quarterly unaudited consolidated statement of operations data for each of the eight quarters in the period ended December 31, 2018.2020. In management’s opinion, the quarterly data has been prepared on the same basis as the audited consolidated financial statements included in this annual report on Form 10-K, and reflects all necessary adjustments for a fair presentation of this data. The results of historical periods are not necessarily indicative of the results of operations for a full year or any future period.

  For the Quarters Ended  
  March 31, June 30, September 30, December 31, Full Year
           
  2018 2018
  (in millions, except for per share data)  
Statement of operations data:    
Revenues$581.2
$601.3
$598.7
$613.9
$2,395.1
Operating income$194.5
$212.3
$211.1
$216.2
$834.1
Net income$133.0
$153.5
$166.0
$146.2
$598.7
Basic net income per share$0.81
$0.93
$1.01
$0.89
$3.63
Diluted net income per share$0.79
$0.91
$0.99
$0.87
$3.56
 
For the Quarters Ended
 
  March 31, June 30, September 30, December 31, Full Year
           
  2017 2017
  (in millions, except for per share data)  
Statement of operations data:    
Revenues$502.6
$523.2
$549.1
$570.3
$2,145.2
Operating income$187.7
$195.0
$208.4
$210.1
$801.2
Net income$108.8
$121.0
$120.7
$204.6
$555.1
Basic net income per share$0.65
$0.73
$0.73
$1.24
$3.36
Diluted net income per share$0.64
$0.72
$0.72
$1.22
$3.29

  

For the Quarters Ended

     
  

March 31,

  

June 30,

  

September 30,

  

December 31,

  

Full Year

 
  

2020

  

2020

 
  

(in millions, except for per share data)

     

Statement of operations data:

                    

Revenues

 $689.8  $678.8  $702.7  $713.3  $2,784.6 

Operating income

 $252.3  $259.7  $275.4  $250.7  $1,038.1 

Net income

 $171.7  $179.0  $185.8  $176.2  $712.7 

Basic net income per share

 $1.05  $1.10  $1.14  $1.08  $4.38 

Diluted net income per share

 $1.04  $1.08  $1.12  $1.07  $4.31 

  

For the Quarters Ended

     
  

March 31,

  

June 30,

  

September 30,

  

December 31,

  

Full Year

 
  

2019

  

2019

 
  

(in millions, except for per share data)

     

Statement of operations data:

                    

Revenues

 $625.0  $652.6  $652.7  $676.8  $2,607.1 

Operating income

 $202.4  $218.3  $69.6  $206.6  $696.9 

Net income

 $134.4  $150.4  $32.9  $132.2  $449.9 

Basic net income per share

 $0.82  $0.92  $0.20  $0.81  $2.75 

Diluted net income per share

 $0.81  $0.90  $0.20  $0.80  $2.70 

Liquidity and Capital Resources


 

As of December 31, 20182020 and 2017,2019, we had cash and cash equivalents and available-for-sale securities of $142.8$222.9 million and $146.1$188.2 million, respectively. Subscriptions for our solutions are billed and generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year. Subscriptions are automatically renewed at the beginning of each calendar year. We have historically generated significant cash flows from operations. As a result of this factor, as well as the availability of funds under our syndicated revolving credit facility, we believe we will have sufficient cash to meet our working capital and capital expenditure needs, and to fuel our future growth plans.

We have historically managed the business with a working capital deficit due to the fact that, as described above, we offer our solutions and services primarily through annual subscriptions or long-term contracts, which are generally prepaid quarterly or annually in advance of the services being rendered. When cash is received for prepayment of invoices, we record an asset (cash and cash equivalents) on our balance sheet with the offset recorded as a current liability (deferred revenues). This current liability is deferred revenue that does not require a direct cash outflow since our customers have prepaid and are obligated to purchase the services. In most businesses, growth in revenue typically leads to an increase in the accounts receivable balance causing a use of cash as a company grows. Unlike these businesses, our cash position is favorably affected by revenue growth, which results in a source of cash due to our customers prepaying for most of our services.

Our consolidated capital expenditures as a percentage of consolidated revenues for the years ended December 31, 20182020 and 2017,2019, were 9.6%8.9% and 8.6%8.3%, respectively. Expenditures related to developing and enhancing our solutions are predominately related to internal-use software and are capitalized in accordance with ASC 350-40, “Accounting for Costs of Computer Software Developed or Obtained for Internal Use.” We also capitalize amounts in accordance with ASC 985-20, “Software to be Sold, Leased or Otherwise Marketed.”


We have also historically used a portion of our cash for repurchases of our common stock from our stockholders. For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, we repurchased $438.6$348.8 million, $276.3$300.0 million and $326.8$438.6 million, respectively, of our common stock. For the year ended December 31, 2020, we also paid dividends of $175.8 million.

Financing and Financing Capacity

We had total debt, excluding capitalfinance lease obligations, unamortized discounts and premium, and debt issuance costs of $2,715.0$3,200.0 million and $3,015.0$3,145.0 million at December 31, 20182020 and 2017,2019, respectively. The debt at December 31, 20182020 primarily consists of senior notes issued in 2020, 2019, 2015, 2012 and 2011 and borrowings outstanding under our committed senior unsecured Syndicated Revolving Credit Facility or the ("Credit Facility,Facility"), described below. Interest on the senior notes is payable semi-annually each year. The unamortized discount and debt issuance costs were recorded as "Long-term debt" in the accompanying consolidated balance sheets, and will be amortized to "Interest expense" in the accompanying consolidated statements of operations within this Form 10-K over the life of the respective senior note. The indenture governing the senior notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey, or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity. As of December 31, 2018,2020, we had senior notes with an aggregate principal amount of $2,300.0$3,150.0 million outstanding, and we were in compliance with our financial and non-financial debt covenants. In January 2019, we repaid a total of $250.0 million of the $2,300.0 million outstanding borrowings at December 31, 2018 under the senior notes.

We have a credit facilityCredit Facility with a borrowing capacity of $1,500.0$1,000.0 million with Bank of America N.A., JP Morgan Chase, N.A., Sun Trust Bank, Wells Fargo Bank, N.A., Citizens Bank, N.A., Morgan Stanley, N.A., HSBC Bank USA, N.A., RoyalJP Morgan Chase Bank, of Canada, BNP Paribas,N.A., Wells Fargo Bank, National Association, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Bank, N.A., TD Bank, N.A., and Thethe Northern Trust Company. On May 18, 2017, we entered into the third amendment toInterest on borrowings under the Credit Facility which, among other things, extendedis payable at an interest rate of LIBOR plus 1.0% to 1.625%, depending upon the maturity date one yearpublic debt rating. A commitment fee on any unused balance is payable periodically and may range from 8.0 to May 15, 2022.20.0 basis points based upon the public debt rating. The Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions and the share repurchase program, or the Repurchase Program. The Credit Facilityalso contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, investments, and capital expenditures. These covenants also place restrictions on mergers, asset sales, sale/leaseback transactions, payments between us and our subsidiaries, and certain transactions with affiliates. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest coveragefunded debt leverage ratio of at least 3.0less than 3.5 to 1.0 and that we maintain, during any period of four fiscal quarters, a1.0. At our election, the maximum consolidated funded debt leverage ratio of 3.5could be permitted to increase one time each to 4.0 to 1.0 and 4.25 to 1.0. WeThe Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividends and the share repurchase program (the "Repurchase Program"). As of December 31, 2020, we were in compliance with all financial covenants under the Credit Facility as of December 31, 2018. Interest on borrowings under the Credit Facility is payable at an interest rate of LIBOR plus 1.125% to 1.625%, depending upon the consolidated fundedand other debt leverage ratio. During the year ended December 31, 2018, we had borrowings of $325.0 million and repayments of $625.0 millioncovenants under the Credit Facility. As of December 31, 20182020 and 2017, we had outstanding borrowings2019, the available capacity under the Credit Facility of $415.0was $944.6 million and $715.0$500.2 million, net of the letters of credit of $5.4 million and $4.8 million, respectively. Subsequent to December 31, 2018,2020, we had no borrowings and made repayments of $275.0 $50.0 million under the Credit Facility, which were primarily utilized to pay down the $250.0 million of senior notes due on January 15, 2019. In addition, we subsequently repaid a total of $175.0 million of the $415.0 million outstanding borrowings at December 31, 2018 under the Credit Facility.

Cash Flow

The following table summarizes our cash flow data for the years ended December 31:

 2018 2017 2016
         
  (in millions)
Net cash provided by operating activities$934.4
 $743.5
 $577.5
Net cash (used in) provided by investing activities$(265.4) $(1,105.5) $493.2
Net cash (used in) provided by financing activities$(669.8) $362.5
 $(1,064.2)

  

2020

  

2019

  

2018

 
  

(in millions)

 

Net cash provided by operating activities

 $1,068.2  $956.3  $934.4 

Net cash used in investing activities

 $(595.8) $(927.9) $(265.4)

Net cash (used in) provided by financing activities

 $(445.2) $10.9  $(669.8)

Operating Activities

Net cash provided by operating activities increasedactivities was $1,068.2 million for the year ended December 31, 2020 compared to $956.3 million for the year ended December 31, 2019, an increase of $111.9 million or 11.7%. The increase was primarily due to an increase in collections, the deferral of certain employer payroll taxes resulting from the CARES Act and a reduction in travel payments as a result of COVID-19. 

Net cash provided by operating activities was $956.3 million for the year ended December 31, 2019 compared to $934.4 million for the year ended December 31, 2018, compared to $743.5an increase of $21.9 million for the year ended December 31, 2017.or 2.3%. The increase of $190.9 million in net cash provided by operating activities was primarily duerelated to an increase in cash receipts from customers driven by an increase in revenues and operating profit, as well as a reductionpartially offset by an increase in income tax payments primarily due to the impact of tax reform lowering the U.S. tax rate from 35.0% to 21.0% and the impact of greater tax benefits from equity compensation in the current year versus the prior year.

payments.

Investing Activities

Net cash provided by operatingused in investing activities increased to $743.5of $595.8 million for the year ended December 31, 2017 compared2020 was primarily related to $577.5acquisitions of $285.1 million including escrow funding, capital expenditures of $246.8 million, and investments in non-public companies of $94.8 million.

Net cash used in investing activities of $927.9 million for the year ended December 31, 2016. The increase of $166.0 million in net cash provided by operating


activities2019 was primarily due to an increase in cash receipts from customers driven by an increase in revenues and operating profit. Our net cash provided by operating activities for the year ended December 31, 2016 also included a $99.9 million tax payment related to the gain on the saleacquisitions of our healthcare business$703.7 million including escrow funding and a one-time cash fundingcapital expenditures of our ESOP plan of $18.8$216.8 million. These operating cash expenditures in 2016 did not occur in 2017.
Investing

Financing Activities

Net cash used in investingfinancing activities of $265.4$445.2 million for the year ended December 31, 20182020 was primarily related to capital expendituresdriven by net debt repayments on our Credit Facility of $231.0$445.0 million, repurchases of common stock of $348.8 million, and acquisitionsdividend payments of $153.1$175.8 million, including escrow funding, partially offset by proceeds from the repaymentissuance of the subordinated promissory note receivablelong-term debt, inclusive of $121.4original issue premium and net of original discount, of $494.8 million, and proceeds from stock options exercised of $88.0 million.

Net cash used in investingprovided by financing activities of $1,105.5$10.9 million for the year ended December 31, 20172019 was primarily related to acquisitions, including escrow funding,driven by proceeds from issuance of $914.9long-term debt, inclusive of original issue premium and net of original discount, of $619.7 million, net debt proceeds on our Credit Facility of $80.0 million, and capital expenditures of $183.5 million.

Net cash provided by investing activities of $493.2 million for the year ended December 31, 2016 was primarily related to proceeds from the sale our healthcare businessstock options exercised of $714.6$52.4 million, partially offset by capital expenditures of $156.5 million and acquisitions including escrow payments of $74.1 million.
Financing Activities
Net cash used in financing activities of $669.8 million for the year ended December 31, 2018 was primarily related to share repurchases of $438.6 million, net debt repaymentscommon stock of $300.0 million, the repayment of borrowings under our Credit Facility, partially offset by proceeds from stock option exercises4.875% senior notes of $250.0 million on January 15, 2019, and other option-related itemsdividend payments of $83.6$163.5 million.

36

Net cash provided by financing activities
Net cash used in financing activities of $1,064.2 million for the year ended December 31, 2016 was primarily related to a $770.0 million repayments of borrowings under our Credit Facilities and share repurchases of $326.8 million, partially offset by proceeds from stock option exercises and other option-related items of $38.0 million.

Contractual Obligations

The following table summarizes our contractual obligations at December 31, 20182020 and the future periods in which such obligations are expected to be settled in cash:

  Payments Due by Period
  Total  
Less than
1 year
  2-3 years  4-5 years  
More than
5 years
               
  (in millions)
Contractual obligations              
Long-term debt, current portion of long-term debt and interest$3,572.6
 $762.2
 $624.2
 $470.6
 $1,715.6
Operating leases 339.8
  46.0
  83.5
  62.7
  147.6
Pension and postretirement plans (1) 29.7
  2.6
  4.3
  3.9
  18.9
Capital lease obligations 29.2
  8.3
  18.1
  2.8
  
Other long-term liabilities (2) 0.9
  0.3
  0.1
  0.1
  0.4
Total (3)$3,972.2
 $819.4
 $730.2
 $540.1
 $1,882.5

  

Payments Due by Period

 
  

Total

  

Less than 1 year

  

2-3 years

  

4-5 years

  

More than 5 years

 
  

(in millions)

 

Contractual obligations

                    

Long-term debt, current portion of long-term debt and interest

 $4,602.3  $621.3  $556.4  $1,076.8  $2,347.8 

Operating leases

  376.9   50.5   87.9   67.1   171.4 

Pension and postretirement plans (1)

  15.5   2.0   3.8   3.3   6.4 

Finance lease obligations

  27.5   15.6   11.8   0.1    

Other long-term liabilities (2)

  0.5   0.1         0.4 

Total (3)

 $5,022.7  $689.5  $659.9  $1,147.3  $2,526.0 

(1)

Our funding policy is to contribute at least equal to the minimum legal funding requirement.

(2)

(2)

Other long-term liabilities consist of our employee-related deferred compensation plan. We also have a deferred compensation plan for our Board of Directors; however, based on past performance and the uncertainty of the dollar amounts to be paid, if any, we have excluded such amounts from the above table.

(3)

Unrecognized tax benefits of approximately $17.4$9.9 million have been recorded as liabilities in accordance with ASC 740, which have been omitted from the table above, and we are uncertain as to if or when such amounts may be settled, with the exception of those amounts subject to a statute of limitation. Related to the unrecognized tax benefits, we also have recorded a liability for potential penalties and interest of $5.7$3.9 million.


Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements require management to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, goodwill and intangible assets, pension and other post retirementpostretirement benefits, stock basedstock-based compensation, and income taxes. Actual results may differ from these assumptions or conditions.

Revenue Recognition

We recognize revenue based on the transfer of promised goods or services to customers for the amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recognized in a five-step model: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when or as the company satisfies a performance obligation. Revenues for hosted subscription services are recognized ratably over the subscription term. Revenues from certain discrete project based advisory/consulting services are recognized over time by measuring the progress toward complete satisfaction of the performance obligation, based on the input method of consulting hours worked; this aligns with the results achieved and value transferred to the customer. Revenues from transactional solutions are recognized as the solutions are delivered or services performed at point in time.

We invoice our customers in annual, quarterly, or monthly installments. Amounts billed and collected in advance are recorded as deferred revenues on the balance sheet and are recognized as the services are performed and revenue recognition criteria are met.

Stock-Based Compensation

Stock-based compensation cost, including stock options, restricted stock, and performance share units or PSUs,("PSUs"), is measured at the grant date, based on the fair value of the awards granted, and is recognized as expense over the requisite service period. The fair value of stock options is measured using a Black-Scholes option-pricing model, which requires the use of several estimates, including expected term, expected risk-free interest rate, expected volatility, and expected dividend yield. The fair value of the restricted stock is determined using the closing price of the Company'sour common stock on the grant date. The fair value of PSUs is determined on the grant date using the Monte Carlo Simulation model.

Option grants and restricted stock awards are generally expensed ratably over the four-year vesting period. PSUs are generally expensed ratably over the three-year vesting period. We follow the substantive vesting period approach for awards granted after January 1, 2005, which requires that stock-based compensation expense be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service.

We estimate expected forfeitures of equity awards at the date of grant and recognize compensation expense only for those awards expected to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate.

Goodwill and Intangibles

Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized. Intangible assets determined to have definite lives are amortized over their useful lives. Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable, using the guidance and criteria described in the accounting standard for Goodwill and Other Intangible Assets. This testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value.

As of December 31, 2018,2020, we had goodwill of $3,361.5$4,108.1 million, which represents 57.0% 54.3%of our totaltotal assets. During 2018,2020, we performed an impairment test as of June 30, 20182020 and confirmed that no impairment charge was necessary. None of our reporting units are at risk of impairment as the fair value of each reporting unit exceeds its carrying value. There are many assumptions and estimates used that directly impact the results of impairment testing, including an estimate of future expected revenues, earningsEBITDA, EBITDA margins and cash flows, useful lives and discount rates, and an estimate of value using multiples derived from the stock prices of publicly traded guideline companies applied to such expected cash flows and market approaches in order to


estimate fair value. We have the ability to influence the outcome and ultimate results based on the assumptions and estimates we choose for determining the fair value of our reporting units. To mitigate undue influence, we set criteria and benchmarks that are reviewed and approved by various levels of management and reviewed by other independent parties. The determination of whether or not goodwill or indefinite-lived acquired intangible assets have become impaired involves a significant level of judgment in the assumptions and estimates underlying the approach used to determine the value of our reporting units. Changes in our strategy or market conditions could significantly impact these judgments and require an impairment to be recorded to intangible assets and goodwill. There have been no goodwill impairment indicators subsequent to the impairment test performed as of June 30, 2018.2020. For the year ended December 31, 2018,2020, there were no impairment indicators related to our intangible assets.

We allocate the fair value of the purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.  Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. The estimates used in valuing the intangible assets are determined with the assistance of third partythird-party specialists, a discounted cash flow analysis and estimates made by management. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Income Taxes

In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying businesses. The calculation of our tax liabilities also involves dealing with uncertainties in the application and evolution of complex tax laws and regulations in other jurisdictions.

We account for uncertain tax positions in accordance with Accounting for Uncertainty in Income Taxes — an interpretation of ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this interpretation, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position.

We recognize and adjust our liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

On December 22, 2017 the Tax Cuts and Job Act (“Tax Act”) was enacted.  The Tax Act included a number of changes to U.S. tax laws, most notably a reduction in the U.S. corporate tax rate from 35.0% to 21.0%.  As a result of the corporate tax rate reduction, the Company recognized a tax benefit in 2017 of $89.1 million due to the re-measurement of its deferred tax assets and liabilities.  In accordance with Staff Accounting Bulletin (SAB) No. 118, the Company completed the analysis of the impacts of the 2017 Tax Act in the fourth quarter of 2018, resulting in an incremental charge of $1.0 million as income tax expense to reflect the final remeasurement of deferred tax assets and liabilities of $88.1 million.

We estimate unrecognized tax positions of $0.9of $5.8 million that may be recognized by December 31, 2019,2021, due to expiration of statutes of limitations and resolution of audits with taxing authorities, net of additional uncertain tax positions.

As of December 31, 2018,2020, we have gross federal, state, and foreign income tax net operating loss carryforwardscarryforwards of $186.5 million,$221.1 million, which will expire at various dates from 20192021 through 2038.2040. Such net operating loss carryforwards expire as follows:

Years(In millions)
2019-2026$15.9
2027-2031 7.1
2032-2038 163.5
Total$186.5

Years Ending

  

(In millions)

 
2021 - 2028  $22.7 
2029 - 2033   20.5 
2034 - 2040   177.9 

Total

  $221.1 

The net deferred income tax liabilityliability of $339.5$387.8 million consists primarily of timing differences involving depreciation and amortization.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, refer to Note 2(s) to the audited consolidated financial statements included elsewhere in this annual report on Form 10-K. 

38

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to market risk from fluctuations in interest rates. At December 31, 2018,2020, we had borrowings outstanding under our creditcredit facility of $415.0 million,$50.0 million, which was subsequently repaid. The borrowings bear interest at variable rates based on LIBOR plus 1.125%1.0% to 1.625%depending on certain ratiosthe public debt rating defined in the credit agreement. The current margin is 1.25% as a result of the current public debt rating. A change in interest rates on variable rate debt impacts our pre-tax income and cash flows, but does not impact the fair value of the instruments. Based on our overall interest rate exposure at December 31, 2018,2020, a one percent change in interest rate would result in a change in annual pre-tax interest expenseexpense of approximately $4.2$0.5 million basedbased on our current borrowing levels.

We have started to consider the implications of the transition of LIBOR to alternative reference rate measures that will likely become effective post December 2021. We believe that there is still some uncertainty over what these rates will be but one possibility for U.S. dollar LIBOR would be the Secured Overnight Financing Rate ("SOFR"). As this decision has not been finalized at the time of amending our Credit Facility agreement, there is no definitive alternative rate proposed in the current contract. We are, however, reviewing the potential impact on the application of this rate on our interest expense once it becomes applicable. As our only current contract extending beyond 2021, that is subject to the LIBOR rate is the Credit Facility, the impact will be dependent on what the outstanding borrowing amount is on the Credit Facility and the relevant interest rate that will be contractually applicable. Should we amend our Credit Facility to reflect SOFR, based on recent borrowings and applicable SOFR, we do not anticipate to have a material impact on the business.

Foreign Currency Risk

Our foreign-based businesses and results of operations are exposed to movements in the U.S. dollar to British pounds and other foreign currency exchange rates. A portion of our revenue is denominated in British pounds and other foreign currencies. If the U.S. dollar strengthens against British pounds and other foreign currencies, our revenues reported in U.S. dollars would decline. With regard to operating expense, our primary exposure to foreign currency exchange risk relates to operating expense incurred in British pounds and other foreign currencies. If British pounds and other foreign currencies strengthen, costs reported in U.S. dollars will increase. Movements in the U.S. dollar to British pounds and other foreign currency exchange rates did not have a material effect on our revenue for the year ended December 31, 2018.2020. A hypothetical ten percent change in average exchange rates versus the U.S. dollar would not have resulted in a material change to our earnings.

Item 8.

Consolidated Financial Statements and Supplementary Data

The information required by this Item is set forth on pages 5245 through 10489 of this annual report on Form 10-K.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We are required to maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives at the reasonable assurance level.


Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’sour disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report on Form 10-K for the Companyour company and our subsidiaries other than our recent acquisitions in 20182020 (See Note 10. of our consolidated financial statements included in this annual report on Form 10-K). Management excluded from its assessment the internal control over financial reporting of these acquisitions and collectively represents approximatelyless than 0.4% of total assets (excluding goodwill and intangible assets which were integrated into the Company'sour systems and control environment) and 0.5%less than 0.3% of revenues as of and for the year ended December 31, 2018.2020. Based upon the foregoing assessments, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2018,2020, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Management’s Report on Internal Control over Financial Reporting as of December 31, 2018

The information required by this Item is set forth in Item 8. Consolidated Financial Statement and Supplementary Data.

on page 40 of this annual report on Form 10-K.

Attestation Report of the Registered Public Accounting Firm

The Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting as of December 31, 2018information required by this Item is set forth in Item 8. Consolidated Financial Statement and Supplementary Data.

on page 41 of this annual report on Form 10-K.

Changes in Internal Control over Financial Reporting


We are in the process of integrating our recent acquisitions in 20182020 into our overall internal control over financial reporting process. Other than this ongoing integration, there have been no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the fourth quarter of 20182020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

39

Item 9B.Other Information
None.

PART III
Item 10.Directors, Executive Officers and Corporate Governance
The information required to be furnished by this Item 10. is incorporated herein by reference to our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days of December 31, 2018 (the “Proxy Statement”).
Item 11.Executive Compensation
The information required to be furnished by this Item 11. is incorporated herein by reference to our Proxy Statement.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required to be furnished by this Item 12. is incorporated herein by reference to our Proxy Statement.
Item 13.Certain Relationships and Related Transactions and Director Independence
The information required to be furnished by this Item 13. is incorporated herein by reference to our Proxy Statement.
Item 14.Principal Accounting Fees and Services
The information required to be furnished by this Item 14. is incorporated herein by reference to our Proxy Statement.

PART IV
Item 15.Exhibits and Financial Statement Schedule
(a) The following documents are filed as part of this report.
(1)Financial Statements. See Index to Financial Statements and Schedules in Part II, Item 8. on this Form 10-K.
(2)Financial Statement Schedule. See Schedule II. Valuation and Qualifying Accounts and Reserves.
(3)Exhibits. See Index to Exhibits in this annual report on Form 10-K.
Item 16.Form 10-K Summary
None.


Item 8.     Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Schedule


MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this assessment, management concluded that our internal control over financial reporting was effective at December 31, 2018.

2020.

Management excluded from its assessment the internal control over financial reporting for our acquisitions in 20182020 (See Note 10.10. of our consolidated financial statements included in this annual report on Form 10-K). The excluded financial statements of these acquisitions constitute approximately 0.4% of total assets (excluding goodwill and intangible assets which were integrated into the Company'sour systems and control environment) and 0.5%0.3% of revenues collectively included within our consolidated financial statements as of and for the year ended December 31, 2018.2020. Due to the timing of the acquisitions, management did not assess the effectiveness of internal control over financial reporting for these acquisitions.


Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this annual report on Form 10-K has also audited the effectiveness of our internal control over financial reporting as of December 31, 2018,2020, as stated in their report which is included herein.

40

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and the Board of Directors of Verisk Analytics, Inc.


Opinion on Internal Control over Financial Reporting


We have audited the internal control over financial reporting of Verisk Analytics, Inc. and subsidiaries (the "Company"“Company”) as of December 31, 2018,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")(COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018,2020, of the Company and our report dated February 19, 2019,23, 2021, expressed an unqualified opinion on those consolidated financial statements.


As described in Management’s Report on Internal Controls over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Marketview Limited,Franco Signor, which was acquired on January 5, 2018, Business Insight Limited, which was acquired on February 21, 2018, Validus-IVC Limited, which was acquired on June 20, 2018,September 9, 2020, and Rulebook,Jornaya, which was acquired on December 14, 201816, 2020 (collectively the “2018“2020 acquired businesses”). The financial statements of the 20182020 acquired businesses constitute less than 0.4% of total assets (excluding goodwill and intangible assets which were integrated into the Company's systems and control environment) and 0.5%less than 0.3% of revenues collectively of the consolidated financial statement amounts as of and for the year ended December 31, 2018.2020. Accordingly, our audit did not include the internal control over financial reporting at the 20182020 acquired businesses.


Basis for Opinion


The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control over Financial Reporting


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




/s/ Deloitte & Touche LLP

Parsippany, New Jersey

February 23, 2021

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required to be furnished by this Item 10. is incorporated herein by reference to our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days of December 31, 2020 (the “Proxy Statement”).

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (investor.verisk.com) under "Corporate Governance". We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on the website address and location specified above.

Item 11.

Executive Compensation

The information required to be furnished by this Item 11. is incorporated herein by reference to our Proxy Statement.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required to be furnished by this Item 12. is incorporated herein by reference to our Proxy Statement.

Item 13.

Certain Relationships and Related Transactions and Director Independence

The information required to be furnished by this Item 13. is incorporated herein by reference to our Proxy Statement.

Item 14.

Principal Accounting Fees and Services

The information required to be furnished by this Item 14. is incorporated herein by reference to our Proxy Statement.

PART IV

Item 15.

Exhibits and Financial Statement Schedule

(a) The following documents are filed as part of this report.

(1)

Financial Statements. See Index to Financial Statements and Schedules in Part II, Item 8. on this Form 10-K.

(2)

Financial Statement Schedule. See Schedule II. Valuation and Qualifying Accounts and Reserves.

(3)

Exhibits. See Index to Exhibits in this annual report on Form 10-K.

Item 16.

Form 10-K Summary

None.

February 19, 2019

Item 8.      Consolidated Financial Statements and Supplementary Data

Index to Consolidated Financial Statements and Schedule

Verisk Analytics, Inc. Consolidated Financial Statements as of December 31, 2020 and 2019 and for the Years Ended December 31, 2020, 2019 and 2018.

Report of Independent Registered Public Accounting Firm

46

Consolidated Balance Sheets

48

Consolidated Statements of Operations

49

Consolidated Statements of Comprehensive Income

50

Consolidated Statements of Changes in Stockholders' Equity

51

Consolidated Statements of Cash Flows

52

Notes to Consolidated Financial Statements

54

Financial Statements Schedule

Schedule II, Valuation and Qualifying Accounts and Reserves

89


45


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and the Board of Directors of Verisk Analytics, Inc.


Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Verisk Analytics, Inc. and subsidiaries (the "Company") as of December 31, 20182020 and 2017,2019, the related consolidated statements of operations, comprehensive income, changes in stockholders’stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2018,2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2019,23, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Energy and Specialized Markets Reportable Segment - Refer to Notes 2 and 12 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the discounted cash flow model and the market approach. The determination of fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, EBITDA margins, and the discount rate. The determination of fair value using the market approach requires management to make significant estimates and assumptions related to the selection of revenue and EBITDA multiples. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both. The goodwill balance was $4,108.1 million as of December 31, 2020 of which $2,287.0 million was attributable to a reporting unit within the Energy & Specialized Markets reportable segment.

Given the significant judgments made by management to estimate the fair value of the reporting unit within the Energy and Specialized Markets reportable segment including management’s judgments in selecting significant assumptions to forecast future revenues, EBITDA margins, and the discount rate, as well as the selection of revenue and EBITDA multiples, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions for the reporting unit within the Energy and Specialized Markets reportable segment required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

46


How the Critical Audit Matter was addressed in the Audit

Our audit procedures related to forecasts of future revenue and EBITDA margin, selection of the discount rate used within the income approach and selection of the Revenue and EBITDA multiples used in the market approach for a reporting unit within the Energy & Specialized Markets reportable segment included the following, among others:

We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the reporting unit within the Energy and Specialized Markets reportable segment such as controls related to management’s selection of the discount rate, forecasts of future revenue and Revenue and EBITDA multiples.

We evaluated management’s ability to accurately forecast future revenues and EBITDA margins by comparing actual results to management’s historical forecasts.

We evaluated the reasonableness of management’s revenue and EBITDA margin forecasts by comparing the forecasts to:

Historical revenues and EBITDA margins.

Internal communications to management and the Board of Directors.

Forecasted information included in Company press releases, as well as in analyst and industry reports for the Company and certain peer companies.

With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodologies (2) Revenue and EBITDA multiples and (3) the discount rate by:

Testing the source information underlying the determination of the discount rate, the selection of the Revenue and EBITDA multiples and the mathematical accuracy of the calculations.

Developing a range of independent estimates and comparing those to the discount rate selected by management.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

February 19, 2019


23, 2021

We have served as the Company's auditor since 2001.



VERISK ANALYTICS, INC

INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 20182020 and 20172019

  

2020

  

2019

 
  

(in millions, except par value and number of shares)

 

ASSETS:

 

Current assets:

        

Cash and cash equivalents

 $218.8  $184.6 

Accounts receivable, net

  432.4   441.6 

Prepaid expenses

  81.2   60.9 

Income taxes receivable

  25.4   25.9 

Other current assets

  36.4   17.8 

Current assets held for sale

  0   14.1 

Total current assets

  794.2   744.9 
         

Noncurrent assets:

        

Fixed assets, net

  632.3   548.1 

Operating lease right-of-use assets, net

  267.6   218.6 

Intangible assets, net

  1,384.8   1,398.9 

Goodwill

  4,108.1   3,864.3 

Deferred income tax assets

  9.1   9.8 

Other noncurrent assets

  365.7   159.8 

Noncurrent assets held for sale

  0   110.8 

Total assets

 $7,561.8  $7,055.2 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

Current liabilities:

        

Accounts payable and accrued liabilities

 $406.7  $375.0 

Acquisition-related liabilities

  0.6   111.2 

Short-term debt and current portion of long-term debt

  514.3   499.4 

Deferred revenues

  466.7   440.1 

Operating lease liabilities

  38.7   40.6 

Income taxes payable

  3.8   6.8 

Current liabilities held for sale

  0   18.7 

Total current liabilities

  1,430.8   1,491.8 
         

Noncurrent liabilities:

        

Long-term debt

  2,699.6   2,651.6 

Deferred income tax liabilities

  396.9   356.0 

Operating lease liabilities

  271.6   208.1 

Other noncurrent liabilities

  64.7   48.8 

Noncurrent liabilities held for sale

  0   38.1 

Total liabilities

  4,863.6   4,794.4 
         

Commitments and contingencies (Note 21)

          

Stockholders’ equity:

        

Common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued; 162,817,526 and 163,161,564 shares outstanding, respectively

  0.1   0.1 

Additional paid-in capital

  2,490.9   2,369.1 

Treasury stock, at cost, 381,185,512 and 380,841,474 shares, respectively

  (4,179.3)  (3,849.9)

Retained earnings

  4,762.2   4,228.4 

Accumulated other comprehensive loss

  (375.7)  (486.9)

Total stockholders’ equity

  2,698.2   2,260.8 

Total liabilities and stockholders’ equity

 $7,561.8  $7,055.2 

The accompanying notes are an integral part of these consolidated financial statements.

 2018
2017
      
 (in millions, except for
share and per share data)
ASSETS
Current assets:

 

Cash and cash equivalents$139.5
 $142.3
Accounts receivable, net
356.4
 
345.5
Prepaid expenses
63.9
 
38.1
Income taxes receivable
34.0
 
28.8
Other current assets
50.7
 
42.9
Total current assets
644.5
 
597.6
Noncurrent assets:

 

Fixed assets, net
555.9
 
478.3
Intangible assets, net
1,227.8
 
1,345.3
Goodwill
3,361.5
 
3,368.7
Deferred income tax assets
11.1
 
15.9
Other assets
99.5
 
214.5
Total assets$5,900.3
 $6,020.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:

 

Accounts payable and accrued liabilities$263.5
 $225.4
Short-term debt and current portion of long-term debt
672.8
 
724.4
Deferred revenues
383.1
 
384.7
Income taxes payable 5.2
  3.1
Total current liabilities
1,324.6
 
1,337.6
Noncurrent liabilities:

 

Long-term debt
2,050.5
 
2,284.4
Deferred income tax liabilities
350.6
 
337.8
Other liabilities
104.0
 
135.1
Total liabilities
3,829.7
 
4,094.9
Commitments and contingencies


 

Stockholders’ equity:

 

Verisk common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued and 163,970,410 and 164,878,930 shares outstanding, respectively
0.1
 
0.1
Additional paid-in capital
2,283.0
 
2,180.1
Treasury stock, at cost, 380,032,628 and 379,124,108 shares, respectively
(3,563.2) 
(3,150.5)
Retained earnings
3,942.6
 
3,308.0
Accumulated other comprehensive losses
(591.9) 
(412.3)
Total stockholders’ equity
2,070.6
 
1,925.4
Total liabilities and stockholders’ equity$5,900.3
 $6,020.3

     

VERISK ANALYTICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Years Ended December 31, 2018, 20172020, 2019 and 20162018

  

2020

  

2019

  

2018

 
  

(in millions, except per share amounts and number of shares)

 

Revenues

 $2,784.6  $2,607.1  $2,395.1 

Operating expenses:

            

Cost of revenues (exclusive of items shown separately below)

  993.9   976.8   886.2 

Selling, general and administrative

  413.9   603.5   378.7 

Depreciation and amortization of fixed assets

  192.2   185.7   165.3 

Amortization of intangible assets

  165.9   138.0   130.8 

Other operating (income) loss

  (19.4)  6.2   0 

Total operating expenses

  1,746.5   1,910.2   1,561.0 

Operating income

  1,038.1   696.9   834.1 

Other income (expense):

            

Investment (loss) income and others, net

  (2.4)  (1.7)  15.3 

Interest expense

  (138.2)  (126.8)  (129.7)

Total other expense, net

  (140.6)  (128.5)  (114.4)

Income before income taxes

  897.5   568.4   719.7 

Provision for income taxes

  (184.8)  (118.5)  (121.0)

Net income

 $712.7  $449.9  $598.7 
Basic net income per share $4.38  $2.75  $3.63 
Diluted net income per share $4.31  $2.70  $3.56 

Weighted average shares outstanding:

            

Basic

  162,610,586   163,535,438   164,808,110 

Diluted

  165,320,709   166,560,115   168,297,836 

The accompanying notes are an integral part of these consolidated financial statements.

 

2018
2017
2016
         
 (in millions, except for share and per share data)
Revenues$2,395.1
 $2,145.2
 $1,995.2
Operating expenses:

 

 

Cost of revenues (exclusive of items shown separately below)
886.2
 
783.8
 
714.4
Selling, general and administrative
378.7
 
322.8
 
301.6
Depreciation and amortization of fixed assets
165.3
 
135.6
 
119.1
Amortization of intangible assets
130.8
 
101.8
 
92.5
Total operating expenses
1,561.0
 
1,344.0
 
1,227.6
Operating income
834.1
 
801.2
 
767.6
Other income (expense):

 

 

Investment income and others, net
15.3
 
9.2
 
6.1
Interest expense
(129.7) 
(119.4) 
(120.0)
Total other expense, net
(114.4) 
(110.2) 
(113.9)
Income before income taxes
719.7
 
691.0
 
653.7
Provision for income taxes
(121.0) 
(135.9) 
(202.2)
Income from continuing operations
598.7
 
555.1
 
451.5
Discontinued operations:        
Income from discontinued operations (Note 11)






253.0
Provision for income taxes from discontinued operations






(113.3)
Income from discontinued operations






139.7
Net income$598.7

$555.1

$591.2
Basic net income per share:










Income from continuing operations$3.63

$3.36

$2.68
Income from discontinued operations






0.83
Basic net income per share$3.63

$3.36

$3.51
Diluted net income per share:










Income from continuing operations$3.56

$3.29

$2.64
Income from discontinued operations






0.81
Diluted net income per share$3.56

$3.29

$3.45
Weighted average shares outstanding:

 

 

Basic
164,808,110
 
165,168,224
 
168,248,304
Diluted
168,297,836
 
168,688,868
 
171,171,572



VERISK ANALYTICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For The Years Ended December 31, 2018, 20172020, 2019 and 20162018

  

2020

  

2019

  

2018

 
  

(in millions)

 

Net income

 $712.7  $449.9  $598.7 

Other comprehensive income (loss), net of tax:

            

Foreign currency translation adjustment

  107.9   88.4   (154.1)

Pension and postretirement adjustment

  3.3   16.6   (24.8)

Total other comprehensive income (loss)

  111.2   105.0   (178.9)

Comprehensive income

 $823.9  $554.9  $419.8 

The accompanying notes are an integral part of these consolidated financial statements.


2018
2017
2016
         
 (in millions)
Net income$598.7
 $555.1
 $591.2
Other comprehensive income (loss), net of tax:

 

 

Foreign currency translation adjustment
(154.1) 
227.0
 
(395.6)
Unrealized holding gain on available-for-sale securities

 
0.4
 
0.3
Pension and postretirement adjustment
(24.8) 
11.1
 
(13.5)
Total other comprehensive (loss) income
(178.9) 
238.5
 
(408.8)
Comprehensive income$419.8
 $793.6
 $182.4

VERISK ANALYTICS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For The Years Ended December 31, 2018, 20172020, 2019 and 20162018

 

Common Stock Issued

Par Value

Additional Paid-in Capital

 

Treasury Stock

 

Retained Earnings

 

Accumulated Other Comprehensive Losses

 

Total Stockholders’ Equity

 
   

(in millions, except for share data)

 

Balance as of January 1, 2018

 544,003,038$0.1$2,180.1 $(3,150.5)$3,308.0 $(412.3)$1,925.4 

Adjustments to opening retained earnings related to Topic 606 and ASU 2016-01

  0 0  0  35.9  (0.7) 35.2 

Net income

  0 0  0  598.7  0  598.7 

Other comprehensive loss

  0 0  0  0  (178.9) (178.9)

Treasury stock acquired (3,882,467 shares)

  0 0  (438.6) 0  0  (438.6)

Stock options exercised (2,752,735 shares transferred from treasury stock)

  0 66.8  24.0  0  0  90.8 

Restricted stock lapsed (176,610 shares transferred from treasury stock)

  0 (1.5) 1.5  0  0  0 

Stock-based compensation

  0 38.5  0  0  0  38.5 

Net share settlement from restricted stock awards (35,637 shares withheld for tax settlement)

  0 (3.7) 0  0  0  (3.7)

Other stock issuances (44,602 shares transferred from treasury stock)

  0 2.8  0.4  0  0  3.2 

Balance as of December 31, 2018

 544,003,038 0.1 2,283.0  (3,563.2) 3,942.6  (591.9) 2,070.6 

Net income

  0 0  0  449.9  0  449.9 
Common stock dividend (1)  0 0  0  (164.1) 0  (164.1)

Other comprehensive income

  0 0  0  0  105.0  105.0 

Treasury stock acquired (2,178,151 shares)

  0 0  (300.0) 0  0  (300.0)

Stock options exercised (1,131,970 shares transferred from treasury stock)

  0 46.9  11.0  0  0  57.9 

Restricted stock lapsed (192,109 shares transferred from treasury stock)

  0 (1.8) 1.8  0  0  0 

Stock-based compensation

  0 42.7  0  0  0  42.7 

Net share settlement from restricted stock awards (40,578 shares withheld for tax settlement)

  0 (5.5) 0  0  0  (5.5)

Other stock issuances (45,226 shares transferred from treasury stock)

  0 3.8  0.5  0  0  4.3 

Balance as of December 31, 2019

 544,003,038 0.1 2,369.1  (3,849.9) 4,228.4  (486.9) 2,260.8 
Adjustment to opening retained earnings related to Topic 326  0 0  0  (2.4) 0  (2.4)

Net income

  0 0  0  712.7  0  712.7 

Common stock dividend (1)

  0 0  0  (176.5) 0  (176.5)

Other comprehensive income

  0 0  0  0  111.2  111.2 

Treasury stock acquired (2,155,084 shares)

  0 0  (348.8) 0  0  (348.8)

Stock options exercised (1,623,740 shares transferred from treasury stock)

  0 74.9  17.3  0  0  92.2 

Restricted stock lapsed (142,362 shares transferred from treasury stock)

  0 (1.5) 1.5  0  0  0 

Stock-based compensation

  0 47.6  0  0  0  47.6 

Net share settlement from restricted stock awards (27,890 shares withheld for tax settlement)

  0 (4.1) 0  0  0  (4.1)

Other stock issuances (44,944 shares transferred from treasury stock)

  0 4.9  0.6  0  0  5.5 

Balance as of December 31, 2020

 544,003,038$0.1$2,490.9 $(4,179.3)$4,762.2 $(375.7)$2,698.2 

(1) Refer to Note 16. Stockholders' Equity for discussion related to quarterly cash dividends declared per share

The accompanying notes are an integral part of these consolidated financial statements.

 Common Stock Issued

 
Additional
Paid-in Capital

Treasury
Stock

Retained
Earnings

Accumulated Other
Comprehensive Losses

Total
Stockholders’ Equity
 
Par Value
                    
 (in millions, except for share data)
Balance, January 1, 2016544,003,038

$0.1

$2,023.4

$(2,571.2)
$2,161.7

$(242.0)
$1,372.0
Net income











591.2





591.2
Other comprehensive loss














(408.8)

(408.8)
Treasury stock acquired (4,325,548 shares)








(333.3)







(333.3)
KSOP shares earned (181,198 shares reissued from treasury stock)





13.2


1.3








14.5
Stock options exercised, including tax benefit of $22.1 (1,409,803 shares reissued from treasury stock)





56.2


10.2








66.4
Restricted stock lapsed, including tax benefit of $1.2 (169,365 shares reissued from treasury stock)
  
  
  1.2
  
  
  1.2
Employee stock purchase plan (29,867 shares reissued from treasury stock)
  
  2.1
  0.2
  
  
  2.3
Stock based compensation





29.9











29.9
Net share settlement from restricted stock awards (38,250 shares withheld for tax settlement)





(3.1)










(3.1)
Other stock issuances (26,106 shares reissued from treasury stock)





(0.1)

0.2








0.1
Balance, December 31, 2016544,003,038


0.1


2,121.6


(2,891.4)

2,752.9


(650.8)

1,332.4
Net income











555.1





555.1
Other comprehensive income














238.5


238.5
Treasury stock acquired (3,356,360 shares)








(269.8)







(269.8)
Stock options exercised (1,1,25,004 shares reissued from treasury stock)





28.7


9.2








37.9
Restricted stock lapsed (143,557 shares reissued from treasury stock)





(1.1)

1.1









Employee stock purchase plan (29,605 shares reissued from treasury stock)





2.2


0.2








2.4
Stock based compensation





31.8











31.8
Net share settlement from restricted stock awards (36,067 shares withheld for tax settlement)
  
  (2.9)  
  
  
  (2.9)
Other stock issuances (21,352 shares reissued from treasury stock)





(0.2)

0.2









Balance, December 31, 2017544,003,038


0.1


2,180.1


(3,150.5)

3,308.0


(412.3)

1,925.4
Adjustments to opening retained earnings related to Topic 606 and ASU 2016-01
  
  
  
  35.9
  (0.7)  35.2
Net income











598.7





598.7
Other comprehensive loss














(178.9)

(178.9)
Treasury stock acquired (3,882,467 shares)








(438.6)







(438.6)
Stock options exercised (2,752,735 shares reissued from treasury stock)





66.8


24.0








90.8
Restricted stock lapsed (176,610 shares reissued from treasury stock)





(1.5)

1.5









Employee stock purchase plan (30,550 shares reissued from treasury stock)





2.9


0.3








3.2
Stock based compensation





38.5











38.5
Net share settlement from restricted stock awards (35,637 shares withheld for tax settlement)
  
  (3.7)  
  
  
  (3.7)
Other stock issuances (14,052 shares reissued from treasury stock)





(0.1)

0.1









Balance, December 31, 2018544,003,038

$0.1

$2,283.0

$(3,563.2)
$3,942.6

$(591.9)
$2,070.6

VERISK ANALYTICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Years Ended December 31, 2018, 20172020, 2019 and 20162018

  

2020

  

2019

  

2018

 
  

(In millions)

 

Cash flows from operating activities:

            

Net income

 $712.7  $449.9  $598.7 

Adjustments to reconcile net income to net cash provided by operating activities:

            

Depreciation and amortization of fixed assets

  192.2   185.7   165.3 

Amortization of intangible assets

  165.9   138.0   130.8 

Amortization of debt issuance costs and original issue discount, net of original issue premium

  1.8   3.9   4.2 

Provision for doubtful accounts

  13.1   7.2   5.6 

Realized gain on subordinated promissory note

  0   0   (12.3)

Other operating (income) expenses

  (19.4)  6.2   0 

Stock-based compensation expense

  47.6   42.7   38.5 

Realized (gain) loss on available-for-sale securities, net

  0   (0.9)  0.1 

Deferred income taxes

  31.1   (29.3)  18.3 

Loss on disposal of fixed assets, net

  0.6   0.3   0.3 

Changes in assets and liabilities, net of effects from acquisitions:

            

Accounts receivable

  1.8   (70.3)  (17.4)

Prepaid expenses and other assets

  (66.5)  (19.7)  (28.2)

Operating lease right-of-use assets, net

  43.1   51.3   0 

Income taxes

  (0.5)  15.0   (2.9)

Acquisition-related liabilities

  (77.0)  70.4   9.7 

Accounts payable and accrued liabilities

  24.3   150.9   58.1 

Deferred revenues

  21.2   11.4   0.8 

Operating lease liabilities

  (29.6)  (49.5)  0 

Other liabilities

  5.8   (6.9)  (35.2)

Net cash provided by operating activities

  1,068.2   956.3   934.4 

Cash flows from investing activities:

            

Acquisitions, net of cash acquired of $11.1 million, $10.4 million and $3.1 million, respectively

  (275.8)  (699.2)  (138.2)
Proceeds from sale of assets  23.1   0   0 
Investments in non-public companies  (94.8)  0   0 

Escrow funding associated with acquisitions

  (9.3)  (4.5)  (14.9)

Proceeds from subordinated promissory note

  0   0   121.4 

Capital expenditures

  (246.8)  (216.8)  (231.0)

Other investing activities, net

  7.8   (7.4)  (2.7)

Net cash used in investing activities

  (595.8)  (927.9)  (265.4)

The accompanying notes are an integral part of these consolidated financial statements.

52

 2018
2017
2016
         
 (in millions)
Cash flows from operating activities:        
Net income$598.7
 $555.1
 $591.2
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization of fixed assets 165.3
  135.6
  126.2
Amortization of intangible assets 130.8
  101.8
  98.4
Amortization of debt issuance costs and original issue discount 4.2
  4.2
  5.0
Provision for doubtful accounts 5.6
  2.0
  2.4
KSOP stock based compensation expense 
  
  14.5
Realized gain on settlement of subordinated promissory note (12.3)  
  
Stock based compensation 38.5
  31.8
  30.0
Gain on sale of subsidiary 
  
  (265.9)
Realized loss on securities, net 0.1
  
  0.5
Gain on sale of non-controlling equity investments in non-public companies






(1.5)
Deferred income taxes 18.3
  (73.6)  14.8
Loss on disposal of fixed assets 0.3
  0.1
  1.0
Changes in assets and liabilities, net of effects from acquisitions:        
Accounts receivable (17.4)  (45.5)  (5.7)
Prepaid expenses and other assets (28.2)  (30.6)  (26.5)
Income taxes (2.9)  22.7
  8.7
Accounts payable and accrued liabilities 67.8
  28.5
  (2.6)
Deferred revenues 0.8
  29.2
  (8.2)
Other liabilities (35.2)  (17.8)  (4.8)
Net cash provided by operating activities 934.4
  743.5
  577.5
Cash flows from investing activities:        
Acquisitions, net of cash acquired of $3.3 million, $29.9 million and $2.1 million, respectively (138.2)  (873.3)  (67.7)
Escrow funding associated with acquisitions (14.9)  (41.6)  (6.4)
Proceeds from sale of subsidiary 
  
  714.6
Proceeds from subordinated promissory note 121.4
  
  
Capital expenditures (231.0)  (183.5)  (156.5)
Purchases of available-for-sale securities (0.1)  (0.3)  (0.3)
Proceeds from sales and maturities of available-for-sale securities 0.5
  0.4
  0.5
Other investing activities, net (3.1)  (7.2)  9.0
Net cash (used in) provided by investing activities (265.4)  (1,105.5)  493.2


















VERISK ANALYTICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

For The Years Ended December 31, 2018, 20172020, 2019 and 20162018

  

2020

  

2019

  

2018

 
  

(in millions)

 

Cash flows from financing activities:

            

(Repayment) proceeds of short-term debt, net

  (445.0)  80.0   (300.0)

Repayments of current portion of long-term debt

  0   (250.0)  0 

Proceeds from issuance of long-term debt, inclusive of original issue premium and net of original issue discount

  494.8   619.7   0 

Proceeds from issuance of short-term debt with original maturities greater than three months

  20.0   0   0 
Repayment of short-term debt with original maturities greater than three months  (20.0)  0   0 

Payment of debt issuance costs

  (5.7)  (6.3)  0 

Repurchases of common stock

  (348.8)  (300.0)  (438.6)

Net share settlement of taxes from restricted stock awards

  (4.1)  (5.5)  (3.7)
Payment of contingent liability related to acquisition  (34.2)  0   0 

Proceeds from stock options exercised

  88.0   52.4   87.3 

Dividends paid

  (175.8)  (163.5)  0 

Other financing activities, net

  (14.4)  (15.9)  (14.8)

Net cash (used in) provided by financing activities

  (445.2)  10.9   (669.8)

Effect of exchange rate changes

  6.7   6.1   (2.0)

Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale

  33.9   45.4   (2.8)

Less: Increase (decrease) in cash classified within current assets held for sale

  0.3   (0.3)  0 

Increase (decrease) in cash and cash equivalents

  34.2   45.1   (2.8)

Cash and cash equivalents, beginning of period

  184.6   139.5   142.3 

Cash and cash equivalents, end of period

 $218.8  $184.6  $139.5 

Supplemental disclosures:

            

Income taxes paid

 $156.5  $139.8  $103.2 

Interest paid

 $134.3  $119.9  $125.2 

Noncash investing and financing activities:

            

Deferred tax liability established on date of acquisitions

 $13.0  $43.4  $5.6 

Right-of-use assets obtained in exchange for new operating lease liabilities

 $0  $247.6  $0 

Finance lease additions

 $30.9  $20.2  $21.3 

Operating lease additions, net of terminations

 $87.8  $13.7  $0 

Tenant improvements included in Operating lease right-of-use assets, net

 $0  $1.7  $0.3 
Gain on sale of assets included in other current and long-term assets $3.5  $0  $0 

Fixed assets included in accounts payable and accrued liabilities

 $0.8  $1.6  $0.3 
Non-cash contribution of assets for a non-public company $65.9  $0  $0 

Dividend payable included in other liabilities

 $0.7  $0.6  $0 

The accompanying notes are an integral part of these consolidated financial statements.

53

 2018
2017
2016
         
 (in millions)
Cash flows from financing activities:        
Proceeds from issuance of short-term debt with original maturities greater than three months 
  455.0
  
(Repayments) proceeds from short-term debt, net (300.0)  160.0
  (770.0)
Payment of debt issuance costs 
  (0.5)  (0.5)
Repurchases of common stock (438.6)  (276.3)  (326.8)
Net share settlement of taxes from restricted stock awards (3.7)  (2.9)  (3.1)
Proceeds from stock options exercised 87.3
  35.0
  41.1
Other financing activities, net (14.8)  (7.8)  (4.9)
Net cash (used in) provided by financing activities (669.8)  362.5
  (1,064.2)
Effect of exchange rate changes (2.0)  6.7
  (9.7)
(Decrease) increase in cash and cash equivalents (2.8)  7.2
  (3.2)
Cash and cash equivalents, beginning of period 142.3
  135.1
  138.3
Cash and cash equivalents, end of period$139.5
 $142.3
 $135.1
Supplemental disclosures:        
Income taxes paid$103.2
 $186.3
 $289.2
Interest paid$125.2
 $113.9
 $116.6
Noncash investing and financing activities:        
Repurchases of common stock included in accounts payable and accrued liabilities$
 $
 $6.5
Promissory note received for sale of discontinued operations$

$

$82.9
Equity interest received for sale of discontinued operations$

$

$8.4
Deferred tax liability established on the date of acquisitions$5.6

$74.4
 $4.7
Tenant improvement allowance$0.3
 $
 $0.1
Capital lease obligations$21.3
 $10.9
 $11.7
Capital expenditures included in accounts payable and accrued liabilities$0.3
 $2.9
 $1.9


VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions, except for share and per share data, unless otherwise stated)

1.    Organization:
Verisk Analytics, Inc. and its consolidated subsidiaries (“Verisk” or the “Company”) is

We are a data analytics provider serving customers in insurance, energy and specialized markets, and financial services. Using various technologies to collect and analyze billions of records, Verisk drawswe draw on numerous data assets and domain expertise to provide first-to-marketfirst-to-market innovations that are integrated into customer workflows. Verisk offersWe offer predictive analytics and decision support solutions to customers in rating, underwriting, claims, catastrophe and weather risk, global risk analytics, natural resources intelligence, economic forecasting, and many other fields. Around the world, Verisk helpswe help customers protect people, property, and financial assets.

Verisk was

We were established to serve as the parent holding company of Insurance Services Office, Inc. (“ISO”) upon completion of the initial public offering (“IPO”), which occurred on October 9,2009. ISO was formed in 1971 as an advisory and rating organization for the property and casualty ("P&C") insurance industry to provide statistical and actuarial services, to develop insurance programs and to assist insurance companies in meeting state regulatory requirements. For overOver the past decade, the Companywe broadened itsour data assets, entered new markets, placed a greater emphasis on analytics, and pursued strategic acquisitions. Verisk tradesWe trade under the ticker symbol “VRSK” on the NASDAQNasdaq Global Select Market.

Since January 2020, an outbreak of the 2019 novel coronavirus ("COVID-19") has evolved into a worldwide pandemic. We have modified our operations in line with our business continuity plans due to COVID-19. While our facilities generally remain open, we are making extensive use of the work-from-home model at this moment. On a daily basis, management is reviewing our operations and there have been to date minimal interruptions in our customer facing operations. Given the digital nature of our business and the move toward cloud enablement, we expect to remain operationally stable and fully available to our customers. We are in compliance with all financial and non-financial covenants and have not observed a loss of any significant customers, a significant deterioration in the collectability of receivables, a significant reduction in our liquidity nor a significant decline in subscription renewal rates. 

2.    Basis of Presentation and Summary of Significant Accounting Policies:
The

Our accompanying consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include acquisition purchase price allocations, the fair value of goodwill, the realization of deferred tax assets acquisition relatedand liabilities, acquisition-related liabilities, fair value of stock basedstock-based compensation for equity awards granted, and assets and liabilities for pension and postretirement benefits. Actual results may ultimately differ from those estimates. Certain reclassifications have been made withinEffective the consolidated financial statements and in the notes to conform to the respective 2018 presentation.

As of January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (“Topic 606”) and ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU No. 2016-01”) under the modified retrospective method. An aggregate adjustment of $35.2 million was made to the opening retained earnings in relation to the adoption of these standards (See Notes 6, 7 and 16). In addition, effective the first quarter of 2018, the our operating segments of the Company are Insurance, Energy and Specialized Markets, and Financial Services. Previously, its operating segments were Decision AnalyticsCertain reclassifications, including reflecting acquisition-related liabilities as a separate line item in 2020 and Risk Assessment. (See Note 19).
The Company sold its healthcare business on June 1, 2016. The resultsmoving Maplecroft, an immaterial component, from the Energy and Specialized Markets segment to the underwriting and rating category within the Insurance segment, have been made within our consolidated balance sheets, consolidated statements of operations, for the Company's healthcare business are reported as discontinued operations for the year ended December 31, 2016 (See Note 11).
consolidated statements of cash flows and in our notes to conform to our respective 2020 presentation. 

Significant accounting policies include the following:

(a)    Intercompany Accounts and Transactions

The consolidated financial statements include the accountsall of Verisk.our accounts. All intercompany accounts and transactions have been eliminated.

(b)    Revenue Recognition

The following describes the Company’sour primary types of revenues and the applicable revenue recognition policies. The Company recognizesWe recognize revenues through recurring and non-recurring long-term agreements (generally one to five years) for hosted subscriptions, advisory/consulting services, and for transactional solutions. Each of our reportable segments, Insurance, Energy and Specialized Markets, and Financial Services, has a portion of its revenue from more than one of these revenue types. The Company’sOur revenues are primarily derived from the salessale of services andwhere revenue is recognized when control of the promised services is transferred to the customers in an amount that reflects the consideration that the Company expectswe expect to be entitled to in exchange for those services. Fees for services provided by the Companyus are nonrefundable.non-refundable. Revenue is recognized net of applicable sales tax withholdings.


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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Hosted Subscriptions


The Company offers

We offer two forms of hosted subscriptions. The first and most prevalent form of hosted subscription is where customers access content only through theour online portal (the "Hosted Subscription"). The Company grantsWe grant a license to theour customer to enter theour online portal. The license is a contractual mechanism that allows theour customer to access theour online portal for a defined period of time. As the license alone does not provide utility to theour customer, theour customer has no contractual right to take possession of theour online portal at any time, and theour customer cannot engage another party to host theour online portal and related content, it is not considered a functional license under Topic 606. The Company's Our promise to theour customer is to provide continuous access to theour online portal and to update the content throughout the subscription period. Hosted Subscription is a single performance obligation that represents a series of distinct services (daily access to theour online portal and related content) that are substantially the same and that have the same pattern of transfer to theour customer. The Company recognizesWe recognize revenue for Hosted Subscriptions ratably over the subscription period on a straight-line basis as services are performed and continuous access to information in theour online portal is provided over the entire term of the agreements.

54


VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The second form of hosted subscription is where customers have access to the Company'sour online portals combined with software content that is delivered via disk drive/download to theour customer (“Hosted Subscription with Disk Drive/Download”) and is offered only on a limited basis. For this form of hosted subscription, the Companywe also grants thegrant our customer a license to enter theour online portal andas well as access the software content as needed and actsact as the same contractual mechanism as described for Hosted Subscriptions. The Hosted Subscription with Disk Drive/Download works in such a manner that theour customer gains significant benefit, functionality, and overall utility only when the online portal and the software content are used together. The disk drive/download contains the models andwhile the online portal contains the most up to datelatest data and research which is updated throughout the subscription period. The models within the disk drive/download depend on the data and research contained within theour online portal. The data and research within theour online portal is only useful when theour customer can utilize it within the models (e.g., queries, projections, etc.) so that they may use the most current information and alerts to forecast potential future losses. The software content is only sold together with theour online portal to provide a highly interdependent and interrelated promise and therefore represents a single performance obligation. As theour customer has no contractual right to take possession of theour online portal at any time, and theour customer cannot engage another party to host theour online portal and related software content, it is not considered a functional license under Topic 606. The Company's Our promise to theour customer is to deliver the disk drive/download, to provide continuous access to theour online portal, and to update the software content throughout the subscription period. The Company recognizesWe recognize revenue for Hosted Subscriptions with Disk Drive/Download ratably over the subscription period on a straight-line basis as services are performed and continuous access to information is provided over the entire term of the agreements.


Subscriptions are generally paid in advance of rendering services either quarterly or annually upon commencement of the subscription period, which is usually for one year and in most instances automatically renewed each year.


            Advisory/Consulting Services


The Company provides

We provide certain discrete project based advisory/consulting services, which are recognized over time by measuring the progress toward complete satisfaction of the performance obligation, based on the input method of consulting hours worked; this aligns with the results achieved and value transferred to theour customer. The hours consumed are most reflective of the measure of progress towards satisfying the performance obligation, as the resources hours worked directly tie to the progress of the services to be provided. In general, they are billed over the course of the project.


Transactional Solutions


Certain solutions are also paid for by customers on a transactional basis. The Company recognizesWe recognize these revenues as the solutions are delivered or services performed at a point in time. In general, theour customers are billed monthly at the end of each month.



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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(c) Deferred Revenues

The Company invoices its

We invoice our customers in annual, quarterly, monthly, or milestone installments. Amounts billed andand/or collected in advance of earningsservices being provided are recorded as “Deferred revenues” and “Other noncurrent liabilities” in theour accompanying consolidated balance sheets and are recognized as the services are performed, control is transferred to customers, and the applicable revenue recognition criteria areis met.


(d) Accounts ReceivablesReceivable and Allowance for Doubtful Accounts

Accounts receivablesreceivable are generally recorded at the invoiced amount. Unbilled receivables are short-term in nature and expected to be billed within one year. The allowance for doubtful accounts or expected credit losses is estimated based on an analysis of the aging of the accounts receivable, historical write-offs, customer payment patterns, individual customer credit worthiness, current economic trends, reasonable and supportable forecasts of future economic conditions, and/or establishment of specific reserves for customers in adverse financial condition. The Company assessesWe assess the adequacy of the allowance for doubtful accounts on a quarterly basis.

(e) Deferred Commissions

The Company recognizes

We recognize an asset for the incremental costs of obtaining a contract with a customer if it expectswe expect the benefit of those costs to be longer than one year. The Company hasWe have determined that certain sales incentive programs meet the requirements to be capitalized. The incremental costs of obtaining a contract with a customer, which primarily consist of sales commissions, are deferred and amortized over a useful life of five years that is consistent with the transfer to theour customer the services to which the asset relates. The Company classifiesWe classify deferred commissions as current or noncurrent based on the timing of expense recognition. The current and noncurrent portions of deferred commissions are included in prepaid expenses and other assets, respectively, in theour consolidated balance sheets as of December 31, 2018.2020. Amortization expense related to deferred commissions is computed on a straight-line basis over its estimated useful lives and included in "Selling, general and administrative" within theour accompanying consolidated statements of operations.    

(f)    Fixed Assets and Finite-lived Intangible Assets

Fixed assets and finite-lived intangibles are stated at cost less accumulated depreciation and amortization, which are computed on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term.

The Company’s

Our internal software development costs primarily relate to internal-use software. Such costs are capitalized in the application development stage in accordance with ASC 350-40, 350-40,Internal-use Software("ASC 350-40"). The CompanyWe also capitalizescapitalize software development costs upon the establishment of technological feasibility for a product in accordance with Accounting Standards Codification ("ASC") 985-20, ASC 985-20,Software to be Sold, Leased, or Marketed (“ASC 985-20”985-20”). Software development costs are amortized on a straight-line basis over a three-year period, which management believes represents the useful life of these capitalized costs.

basis.

In accordance with ASC 360,Property, Plant & Equipment, whenever events or changes in circumstances indicate that the carrying amount of long-lived assets and finite-lived intangible assets may not be recoverable, the Company reviews itswe review our long-lived assets and finite-lived intangible assets for impairment by first comparing the carrying value of theour assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of theour assets. If the carrying value exceeds the sum of theour assets’ undiscounted cash flows, the Company estimateswe estimate and recognizesrecognize an impairment loss by taking the difference between the carrying value and fair value of theour assets.

55

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(g)    CapitalLeases

We have operating and Operating Leases

The Companyfinance leases various property, plantfor corporate offices, data centers, and equipment. Leased property iscertain equipment that are accounted for under ASC 840, Leases842. Our leases have remaining lease terms ranging from one year to fourteen years, some of which include the options to extend our leases for up to twenty years, and some of which include the options to terminate our leases within one year. Extension and termination options are considered in our calculation of the right-of-use (“ASC 840”ROU”). Accordingly, leased property assets and lease liabilities when we determine it is reasonably certain that meets certain criteriawe will exercise those options.

We determine if an arrangement is capitalizeda lease at inception. We consider any contract where there is an identified asset and that it has the right to control the use of such asset in determining whether the contract contains a lease. A ROU asset represents our right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of the related lease payments is recorded as a liability. Amortization of assets accounted for as capital leases is computed utilizing the straight-line method over the shorterlease term. As our operating leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. The incremental borrowing rate was calculated by using our credit rating on our publicly-traded U.S. unsecured bonds and estimating an appropriate credit rating for similar secured debt instruments. Our calculated credit rating on secured debt instruments determined the yield curve used. We calculated an implied spread and applied the spreads to the risk-free interest rates based on the yield of the U.S. Treasury zero coupon securities with a maturity equal to the remaining lease term orin determining the estimated useful life (principally three to four yearsborrowing rates for computer equipment and automobiles).

All other leases are accounted for asall operating leases. RentOur operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Lease expense for operating leases, which may have rent escalation provisions or rent holidays, is recordedlease payments are recognized on a straight-line basis over the non-cancelable lease periodterm. Operating lease transactions are included in accordance with ASC 840. The initial"Operating lease term generally includes the build-out period, where no rent paymentsright-of-use assets, net", and "Operating lease liabilities", current and noncurrent, within our accompanying consolidated balance sheets. Finance leases are typically dueincluded in property and equipment under the terms"Fixed assets, net", "Short-term debt and current portion of the lease. The difference between rent expensedlong-term debt", and rent paid is recorded as deferred

65

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


rent. Construction allowances received from landlords are recorded as a deferred rent credit and amortized to rent expense over the term of the lease.
"Long-term debt" within our accompanying consolidated balance sheets.

(h)    Fair Value of Financial and Non-financial Instruments

The Company follows

We follow the provisions of ASC 820-10, 820-10,Fair Value Measurements (“ASC 820-10”820-10”), which defines fair value, establishes a framework for measuring fair value under U.S. GAAP and expands fair value measurement disclosures. The Company followsWe follow the provisions of ASC 820-10820-10 for itsour financial assets and liabilities recognized or disclosed at fair value on a recurring basis. The Company followsWe follow the provisions of ASC 820-10820-10 for itsour non-financial assets and liabilities recognized or disclosed at fair value.

(i)    Foreign Currency

The Company has

We have determined local currencies are the functional currencies of theour foreign operations. The assets and liabilities of foreign subsidiaries are translated at the period-end rate of exchange and statement of operations items are translated at the average rates prevailing during the year. The resulting translation adjustment is recorded as a component of “Accumulated other comprehensive losses” in theour accompanying consolidated statements of changes in stockholders’ equity.

(j)    Stock BasedStock-Based Compensation

The Company follows

We follow ASC 718,Stock Compensation (“ASC 718”). Under ASC 718, stock based stock-based compensation cost is measured at the grant date, based on the fair value of the awards granted, and is recognized as expense over the requisite service period.

The

Our nonqualified stock options have an exercise price equal to the closing price of the Company’sour common stock on the grant date, with a ten-yearten-year contractual term. The expected term for theour stock options granted for a majority of the awards granted was estimated based on studies of historical experience and projected exercise behavior. However, for certain awards granted, for which no historical exercise pattern exists, the expected term was estimated using the simplified method. The risk-free interest rate is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the expected term of the equity award. The volatility factor is calculated using the Company'sour historical daily closing prices over the most recent period that is commensurate with the expected term of the stock option awards. The expected dividend yield was based on the Company’sour expected annual dividend rate on the date of grant.

The fair value of theour restricted stock is determined using the closing price of the Company'sour common stock on the grant date. TheOur restricted stock is not assignable or transferable until it becomes vested. Restricted stock generally has a service vesting period of four years and the Company recognizeswe recognize the expense ratably over this service vesting period.

Performance share units (“PSU”) vest at the end of a three-yearthree-year performance period, subject to the recipient’s continued service. Each PSU represents the right to receive one share of Veriskour common stock and the ultimate realization is based on the Company’sour achievement of certain market performance criteria. The CompanyWe determined the grant date fair value of PSUs with the assistance of a third-partythird-party valuation specialist and based on estimates provided by the Company.us. The valuation of theour PSUs employed the Monte Carlo simulation model, which includes certain key assumptions that were applied to the Companyus and itsour peer group. Those key assumptions included valuation date stock price, expected volatility, correlation coefficients, risk-free rate of return, and expected dividend yield.  The valuation date stock price is based on the dividend-adjusted closing price on the grant date. Expected volatility is calculated using historical daily closing prices over a period that is commensurate with the length of the performance period. The correlation coefficients are based on the price data used to calculate the historical volatilities. The risk-free rate of return is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the length of the performance period. The expected dividend yield was based on the Companyour and itsour peer group’s expected dividend rate over the performance period.

56

The Company estimates

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We estimate expected forfeitures of equity awards at the date of grant and recognizesrecognize compensation expense only for those awards expected to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Estimated forfeiture is ultimately adjusted to actual forfeiture. Changes in the forfeiture assumptions may impact the total amount of expense ultimately recognized, as well as the timing of expense recognized over the requisite service period.



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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Excess tax benefit from exercised stock options, lapsing of restricted stock and PSUs is recorded as an income tax benefit in theour accompanying consolidated statements of operations. This tax benefit is calculated as the excess of the intrinsic value of options exercised and of the market value of restricted stock lapsed over the compensation recognized for financial reporting purposes.

(k)    Research and Development Costs

Research and development costs, which are primarily related to personnel and related overhead costs incurred in developing new services for customers, are expensed as incurred. Such costs were $47.6$48.9 million, $37.4$60.0 million and $27.4$45.1 million for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively, and were included in theour accompanying consolidated statements of operations.

(l)    Advertising Costs

Advertising costs, which are primarily associated with promoting the Company’sour brand, names and solutions provided, are expensed as incurred. Such costs were $9.0$8.5 million, $6.9$10.7 million and $6.5$9.0 million for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively.

(m)    Income Taxes

The Company accounts

We account for income taxes under the asset and liability method under ASC 740,Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Deferred tax assets are recorded to the extent these assets are more likely than not to be realized. In making such determination, the Company considerswe consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial operations. Valuation allowances are recognized to reduce deferred tax assets if it is determined to be more likely than not that all or some of the potential deferred tax assets will not be realized.

The Company follows

We follow ASC 740-10, 740-10,Income Taxes (“ASC 740-10”740-10”), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740-10740-10 provides that a tax benefit from an uncertain tax position may be recognized based on the technical merits when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. Income tax positions must meet a more likely than not recognition threshold in accordance with ASC 740-10.740-10. This standard also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company recognizes

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in theour accompanying consolidated statements of operations. Accrued interest and penalties are included within “Other liabilities” on theour accompanying consolidated balance sheets.

57


VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(n)    Earnings Per Share

Basic and diluted earnings per share (“EPS”) are determined in accordance with ASC 260,Earnings per Share, which specifies the computation, presentation and disclosure requirements for EPS. Basic EPS excludes all dilutive common stock equivalents. It is based upon the weighted average number of common shares outstanding during the period. Diluted EPS, as calculated using the treasury stock method, reflects the potential dilution that would occur if the Company’sour dilutive outstanding stock options and stock awards were issued.

(o)    Pension and Postretirement Benefits

The Company accounts

We account for itsour pension and postretirement benefits under ASC 715,Compensation — Retirement Benefits (“ASC 715”). ASC 715 requires the recognition of the funded status of a benefit plan in the balance sheet, the recognition in other comprehensive income (loss) of gains or losses and prior service costs arising during the period, but which are not included as components of periodic benefit cost or credit, and the measurement of


67

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


defined benefit plan assets and obligations as of the balance sheet date. The Company utilizesWe utilize a valuation date of December 31.

(p)    Product Warranty Obligations

The Company provides

We provide warranty coverage for certain of itsour solutions. The Company recognizesWe recognize a product warranty obligation when claims are probable and can be reasonably estimated. As of December 31, 2018 2020 and 2017,2019, product warranty obligations were not material.

In the ordinary course of business, the Company enterswe enter into numerous agreements that contain standard indemnities whereby the Company indemnifieswe indemnify another party for breaches of confidentiality, infringement of intellectual property or gross negligence. Such indemnifications are primarily granted under licensing of computer software. Most agreements contain provisions to limit the maximum potential amount of future payments that the Companywe could be required to make under these indemnifications; however, the Company is we are not able to develop an estimate of the maximum potential amount of future payments to be made under these indemnifications as the triggering events are not subject to predictability.

(q)    Loss Contingencies

The Company accrues

We accrue for costs relating to litigation, claims and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates are based on management’s judgment. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made.

(r)    Goodwill

Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of theour businesses acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized. Intangible assets determined to have finite lives are amortized over their useful lives. Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30 or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. The CompanyWe completed the required annual impairment test as of June 30, 2018,2020, which resulted in no0 impairment of goodwill in 2018.2020. This test compares the carrying value of each reporting unit to its fair value. If the fair value of the reporting unit exceeds the carrying value of theour net assets, including goodwill assigned to that reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets, including goodwill, exceeds the fair value of the reporting unit, then the Company will determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment loss is recorded for the difference between the carrying amount and the implied fair value of the goodwill.

(s)    Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU No. 2016-02"). This guidance amends the existing accounting considerations and treatments for leases through the creation of Topic 842, Leases, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from such leases.
In July 2018, FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, ("ASU No. 2018-10”) to further clarify, correct and consolidate various areas previously discussed in ASU 2016-02. FASB also issued ASU No. 2018-11, Leases: Targeted Improvements ("ASU 2018-11") to provide entities another option for transition and lessors with a practical expedient. The transition option allows entities to not apply ASU No. 2016-02 in comparative periods in the financial statements in the year of adoption. The practical expedient offers lessors an option to not separate non-lease components from the associated lease components when certain criteria are met.
The amendments in ASU No. 2016-02, ASU No. 2018-10 and ASU No. 2018-11 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and allow for modified retrospective adoption with early adoption permitted. The Company adopted the amendments on January 1, 2019 using the modified retrospective approach and elected the transition relief package of practical expedients by applying

reporting unit.

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VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



previous accounting conclusions under ASC 840 to all leases that existed prior to the transition date. As a result, the Company did not reassess 1) whether existing or expired contracts contain leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. The Company did not elect the practical expedient to use hindsight in determining a lease term and impairment of the ROU assets at the adoption date. Additionally, the Company did not separate lease components from non-lease components for the specified asset classes.
The Company established a corporate implementation team, which engages with cross-functional representatives from all its businesses. The Company utilized a bottom-up approach to analyze the impact of the standard on its lease contract portfolio by reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to lease arrangements. In addition, the Company identified and implemented the appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new standard.
    The Company determines if an arrangement is a lease at inception. A ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are to be recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. The implicit rate is to be applied when readily determinable. The operating lease ROU assets will also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments will be recognized on a straight-line basis over the lease term. Finance leases are to be included in property and equipment, other current liabilities, and other long-term liabilities within the consolidated balance sheets. The Company expects the adoption of ASC 842 to incrementally increase our assets and liabilities, respectively, by the ROU assets in the range of $232.0 million to $256.0 million and by the lease liabilities in the range of $257.0 million to $281.0 million. The impact to retained earnings is expected to be immaterial.
In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments ("ASU No. 2016-15"). The amendments in this update provide guidance on various specific cash flow issues to reduce diversity in the practice of how certain transactions are classified in the statement of cash flows. The Company adopted ASU No. 2016-15 on January 1, 2018 and there was no impact to the consolidated statements of cash flows for the years ended December 31, 2017 and 2016.
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business ("ASU No. 2017-01"). Under the amendments in this update, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to create outputs to be considered a business. In acquisitions where outputs are not present, FASB has developed more stringent criteria for sets without outputs. The Company adopted ASU No. 2017-01 on January 1, 2018. There was no material impact associated with the adoption of the standard.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU No. 2017-04"). The guidance eliminates Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. ASU 2017-04 is effective for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company's consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU No. 2017-07"). Employers are required to present the service cost component of net periodic benefit cost in the same income statement line items as other employee compensation costs arising from services rendered during the period. Only the service cost component will be eligible for capitalization in assets. The other components of the net periodic benefit cost should be separately presented from the line items that include the service cost and outside of any subtotal of operating income, if one is presented. The Company adopted

(s)    Recent Accounting Pronouncements

Accounting Standard

Description

Effective Date

Effect on Consolidated Financial Statements or Other Significant Matters

Financial Instruments—Credit Losses (Topic 326)

In June 2016, Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.2016-13, "Measurement of Credit Losses on Financial Instruments" ("Topic 326")

Topic 326 replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the Current Expected Credit Loss ("CECL") model. Under the CECL model, an entity is required to present certain financial assets carried at amortized cost, such as trade receivables, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement takes place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” model required under U.S. GAAP, which delays recognition until it is probable a loss has been incurred.We adopted these amendments on January 1, 2020.Refer to our accompanying consolidated statements of changes in stockholders' equity for the adjustment of the opening retained earnings and Note 7. Fair Value Measurements for further discussions.

Income Tax (Topic 740)

In December 2019, FASB issued ASU No.2019-12, "Simplifying the Accounting for Income Taxes" ("ASU No.2019-12")

The amendments in this guidance reflect the FASB’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users.  Changes include treatment of Hybrid tax regimes, tax basis step-up in goodwill obtained in a transaction that is not a business combination, separate financial statements of legal entities not subject to tax, intraperiod tax allocation, ownership changes in investments, interim-period accounting for enacted changes in tax law, year-to-date loss limitation in interim-period tax accounting, income statement presentation of tax benefits of tax-deductible dividends, and impairment of investment in qualified affordable housing projects accounted for under the equity method.Fiscal years beginning after December 15, 2020 with early adoption permitted.

We have decided not to early adopt the amendments. We are currently evaluating ASU No.2019-12 and have not yet determined the impact of these amendments may have on our consolidated financial statements.

Reference Rate Reform (Topic 848)

In March 2020, the FASB issued ASU No.2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU No.2020-04")

The amendment in this update provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendment in this update applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendment does not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.The amendment in this update is effective for all entities as of March 12, 2020 through December 31, 2022.We adopted this amendment on March 12, 2020. There was no impact to our consolidated financial statements as of and for the year ended December 31, 2020. We continue to monitor the transition of LIBOR to alternative reference rate measures that will likely become effective post December 2021.

69
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VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



ASU No. 2017-07 on January 1, 2018. The adoption of ASU No. 2017-07 did not have a material impact on the Company's consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting ("ASU 2017-09"), that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the guidance within this update, a company will not apply modification accounting to a sharebased payment award if all of the following are the same immediately before and after the change:
• The award’s fair value (or calculated value or intrinsic value, if those measurement methods are used)
• The award’s vesting conditions
• The award’s classification as an equity or liability instrument.
The Company adopted ASU No. 2017-09 on January 1, 2018. There was no material impact associated with the adoption of the standard.
In June 2018, FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting ("ASU No. 2018-07") intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. This ASU expands the scope of Topic 718, Compensation - Stock Compensation ("Topic 718"), to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. The Company adopted ASU No. 2018-07 on January 1, 2019. The adoption of the standard did not have a material impact on the Company's consolidated financial statements. The Company will evaluate the impact of ASU No. 2018-07 for future awards to nonemployees subsequent to the effective date.
In August 2018, FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU No. 2018-13"), which eliminates, adds and modifies certain fair value measurement disclosure requirements of Accounting Standards Codification 820, Fair Value Measurement ("ASC 820"). The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company has decided not to early adopt the amendments. The adoption of ASU No. 2018-13 is not expected to have a material impact on the Company's consolidated financial statements.
In August 2018, FASB issued ASU No. 2018-14, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plan ("ASU 2018-14"), which removes, adds and clarifies certain disclosure requirements for employers who sponsor defined benefit pension and other postretirement plans. The amendments in this ASU are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is evaluating the impact of ASU 2018-14, but it does not expect to have a material impact on the Company's consolidated financial statements.
In August 2018, FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU No. 2018-15"). Under the amendments of this guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company will evaluate the impact of ASU No. 2018-15 for future implementation costs incurred subsequent to the effective date.
In October 2018, FASB issued ASU No. 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities ("ASU 2018-17"). There are two main provisions within this amendment. The Company considered the first provision, "Private Company Accounting Alternative", is not applicable. With respective to the second provision, "Decision-Making Fees", the standard amends how a decision maker or service provider determines whether its fee is a variable interest in a variable interest entity ("VIE") when a related party under common control also has an interest in the VIE. An entity should consider that indirect interests held by related parties on a proportionate basis for determining whether fees paid to decision makers and service providers are variable interests, which aligns the analysis with the primary beneficiary determination. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is

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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


permitted. The adoption of ASU No. 2018-17 is not expected to have a material impact on the Company's consolidated financial statements.
In November 2018, FASB issued ASU No. 2018-18, Collaborative Arrangements ("ASU No. 2018-18"). ASU No. 2018-18 clarifies certain transactions between collaborative partners should be accounted for as revenue under Topic 606 when the collaborative partner is a customer; provides guidance specifying that a distinct good or service is a unit of account for evaluating whether a transaction is with a customer; and precludes a company from presenting transactions with a collaborative partner that are not in the scope of Topic 606 together with revenue from contracts with customers. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating ASU No. 2018-18 and has not yet determined the impact of these amendments may have on its consolidated financial statements.

3.    Cash and Cash Equivalents:

Cash and cash equivalents consist of cash in banks, commercial paper, money-market funds, and other liquid instruments with original maturities of 90 days or less at the time of purchase.

4.    Accounts Receivable:

Accounts receivable, net consisted of the following at December 31:

  

2020

  

2019

 

Billed receivables

 $380.5  $372.7 

Unbilled receivables

  69.6   80.6 

Total receivables

  450.1   453.3 

Less allowance for doubtful accounts

  (17.7)  (11.7)

Accounts receivable, net

 $432.4  $441.6 

  2018  2017
Billed receivables$299.7
 $291.4
Unbilled receivables 62.4
  58.7
Total receivables 362.1
  350.1
Less allowance for doubtful accounts  (5.7)  (4.6)
Accounts receivable, net$356.4
 $345.5

5.    Concentration of Credit Risk:

Financial instruments that potentially expose the Companyus to credit risk consist primarily of cash and cash equivalents andas well as accounts receivable, net which are generally not collateralized. The Company maintains itsWe maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. The total domestic cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) to a maximum amount of $250.0 thousand per bank at as of December 31, 2018 2020 and 2017. At 2019. As of December 31, 2018 2020 and 2017, the Company2019, we had cash balances on deposit with eleven and ten banks that exceeded the balance insured by the FDIC limit by approximately $16.8$92.8 million and $40.6$36.4 million, with eight and seven banks, respectively. At As of December 31, 2018 2020 and 2017, the Company2019, we also had cash on deposit with foreign banks of approximately $121.1$122.5 million and $99.8$145.7 million, respectively.

The Company considers

We consider the concentration of credit risk associated with its tradeour accounts receivable to be commercially reasonable and believesbelieve that such concentration does not result in the significant risk of near-term severe adverse impacts. The Company’sOur top fifty customers represent approximately 34%33% of revenues for 2018, 2020 and 2019, and 34% for 2017 and 30% for 20162018, with no individual customer accounting for more than approximately 2%3% of revenues duringfor the yearyears ended December 31, 2018, 2% for 20172020, 2019, and 2% for 2016. 2018. No individual customer comprised more than approximately 3%2% and 2%3% of accounts receivable at as of December 31, 2018 2020 and 2017,2019, respectively.

6. Revenues:
In May 2014, the FASB issued Topic 606, which replaces numerous requirements under Topic 605, Revenue Recognition ("Topic 605"), in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Revenue is recognized in a five-step model: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when or as the company satisfies a performance obligation. Effective January 1, 2018, the Company adopted the requirements of Topic 606 using the modified retrospective method in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The results of operations for reporting periods beginning

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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under Topic 605. The accounting policies related to Topic 605 were presented in the Form 10-K for the year ended December 31, 2017, for which the Company recognized revenue when the following four criteria were met: persuasive evidence of an arrangement existed, delivery had occurred or services had been rendered, fees and/or price was fixed or determinable, and collectability was reasonably assured.

The following table shows cumulative effect of the changes made to the January 1, 2018 consolidated balance sheet for the adoption of Topic 606 related to contracts that were entered into prior to and remained in progress subsequent to the adoption:

December 31, 2017 Adjustments due to ASU 2014-09 January 1, 2018
Accounts receivable$345.5

$3.0
(1) 

$348.5
Prepaid expenses$38.1

$14.9
(2) 

$53.0
Other assets$214.5

$27.0
(2) 

$241.5
Deferred revenues$384.7

$(1.5) 
$383.2
Deferred income tax liabilities$337.8

$11.2
 
$349.0
Retained earnings$3,308.0

$35.2
 
$3,343.2
_______________
(1)Relates to unbilled receivables
(2)Relates to current and non-current deferred commissions, respectively
In accordance with Topic 606, the disclosure of the impact of adoption on the accompanying consolidated statement of operations and the accompanying consolidated balance sheet for and as of the year ended December 31, 2018 are as follows:

For the year ended December 31, 2018 under Topic 605 Adjustments due to ASU 2014-09 For the year ended December 31, 2018 under Topic 606
Revenues$2,394.4

$0.7

$2,395.1
Selling, general and administrative (3)
$384.0

$(5.3)
$378.7
Provision for income taxes$(119.5)
$(1.5)
$(121.0)
Net income$594.2

$4.5

$598.7
_______________
(3)Includes deferred commission amortization under Topic 606

As of December 31, 2018 under Topic 605 Adjustments due to ASU 2014-09 As of December 31, 2018 under Topic 606
Accounts receivable$351.7

$4.7

$356.4
Prepaid expenses$47.0

$16.9

$63.9
Other assets$66.9

$32.6

$99.5
Accounts payable and accrued liabilities$261.2

$2.3

$263.5
Deferred revenues$383.6

$(0.5)
$383.1
Deferred income tax liabilities$337.9

$12.7

$350.6
Retained earnings$3,902.9

$39.7

$3,942.6

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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Disaggregated revenues by type of service and by country are provided below for the years ended December 31, 2018, 20172020, 2019 and 2016. 2018. No individual country outside of the U.S. accounted for 10.0% or more than 10.0%of the Company'sour consolidated revenues for the years ended December 31, 2018, 20172020, 2019 or 2016.2018.

  

2020

  

2019

  

2018

 

Insurance:

            

Underwriting & rating

 $1,390.6  $1,254.3  $1,153.5 

Claims

  595.7   610.9   561.4 

Total Insurance

  1,986.3   1,865.2   1,714.9 

Energy and Specialized Markets

  641.6   563.9   504.3 

Financial Services

  156.7   178.0   175.9 

Total revenues

 $2,784.6  $2,607.1  $2,395.1 

  

2020

  

2019

  

2018

 

Revenues:

            

United States ("U.S.")

 $2,133.6  $2,005.6  $1,849.4 

United Kingdom ("U.K.")

  181.6   177.3   148.2 

Other countries

  469.4   424.2   397.5 

Total revenues

 $2,784.6  $2,607.1  $2,395.1 

60

 2018
2017
2016
Insurance:       
Underwriting & rating$1,144.5

$1,046.9

$970.5
Claims 561.4

 503.7

 448.6
Total Insurance 1,705.9

 1,550.6

 1,419.1
Energy and Specialized Markets 513.3

 444.6

 442.8
Financial Services 175.9

 150.0

 133.3
Total revenues$2,395.1

$2,145.2

$1,995.2
 2018
2017
2016
Revenues: 

 

 
U.S.$1,849.4

$1,679.4

$1,543.9
U.K. 148.2

 111.3

 105.0
Other countries 397.5

 354.5

 346.3
Total revenues$2,395.1

$2,145.2
 $1,995.2
The Company's remaining

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Contract assets are defined as an entity's right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. As of December 31, 2020 and 2019, we had no contract assets.

Contract liabilities are defined as an entity's obligation to transfer goods or services to a customer for which the entity has received consideration (an amount of consideration is due) from the customer. As of December 31, 2020 and 2019, we had contract liabilities that primarily related to unsatisfied performance obligations represent future revenues not yet recordedto provide customers with the right to use and update the online content over the remaining contract term of $468.2 million and $443.2 million, respectively. The $25.0 million increase in contract liabilities from December 31, 2019 to December 31, 2020 was primarily due to billings of $418.5 million that were paid in advance, partially offset by $393.5 million of revenue recognized for services that have not yet been performed. The Company’sthe year ended December 31, 2020. Contract liabilities, which are current and noncurrent, are included in "Deferred revenues" and "Other liabilities" in our consolidated balance sheets, respectively, as of December 31, 2020 and 2019.

Our most significant remaining performance obligations relate to providing customers with the right to use and update the online content over the remaining contract term. Revenues expected to be recognized in the future related to performance obligations, included within our deferred revenue and other liabilities, that are unsatisfied at were $468.2 million and $443.2 million as of December 31, 2018 are $385.1 million.2020 and 2019, respectively. Our disclosure of the timing for satisfying the performance obligation is based on the requirements of contracts with customers. However, from time to time, these contracts may be subject to modifications, impacting the timing of satisfying the performance obligations. These performance obligations, which are expected to be satisfied within one year, comprised approximately 99% of the balance at as of December 31, 2018.

7. Contract Assets 2020 and Contract Liabilities
Contract assets are defined as2019.

We recognize an entity's right to consideration in exchangeasset for goods or services that the entity has transferred toincremental costs of obtaining a contract with a customer when that right is conditioned on something otherif we expect the benefits of those costs to be longer than the passage of time.one year. As of December 31, 2018 2020 and January 1, 2018, the Company2019, we had no contract assets. Contract liabilities are defined as an entity's obligation to transfer goods or services to a customer for which the entity has received consideration (an amountdeferred commissions of consideration is due) from the customer. As of December 31, 2018 and January 1, 2018, the Company had contract liabilities of $385.1$73.8 million and $386.7$63.7 million, respectively. The $1.6 million decrease in contract liabilities from January 1, 2018 to December 31, 2018 was primarily due to billings of $833.6 million that were paid in advance, partially offset by $835.2 million of revenue recognized in the year ended December 31, 2018. Contract liabilities arerespectively, which have been included in "Deferred revenues""Prepaid expenses" and "Other liabilities"assets" in theour accompanying consolidated balance sheet as of December 31, 2018. .sheets.

8.7.    Fair Value Measurements:

Certain assets and liabilities of the Company are reported at fair value in theour accompanying consolidated balance sheets. Such assets and liabilities include amounts for both financial and non-financial instruments. To increase consistency and comparability of assets and liabilities recorded at fair value, ASC 820-10 establishes820-10 established a three-levelthree-level fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value. ASC 820-10820-10 requires disclosures detailing the extent to which companies’companies' measure assets and liabilities at fair value, the methods and assumptions used to measure fair value, and the effect of fair value measurements on earnings. In accordance with ASC 820-10, the Company820-10, we applied the following fair value hierarchy:

Level 1 — Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded instruments.

Level 2 — Assets and liabilities valued based on observable market data for similar instruments.


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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Level 3 — Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed, and considers risk premiums that a market participant would require.

The following table provides information for such assets and liabilities as of December 31, 2018 and 2017.

The fair valuesvalue of cash and cash equivalents, accounts receivable, securities accounted for under ASC 323-10-25, accounts payable and accrued liabilities, and short-term debt approximate their carrying amounts because of the short-term nature of these instruments.

The following table summarizes fair value measurements by level for Our investments in registered investment companies, that werewhich are Level 1 assets measured at fair value on a recurring basis:
  Quoted Prices
in Active Markets
for Identical
Assets (Level 1)
December 31, 2018   
Registered investment companies (1)
 $3.3
December 31, 2017 
 
Registered investment companies (1)
 $3.8
(1) Registered investment companies are classified as available-for-sale securities, which were included in "Other current assets" in the accompanying consolidated balance sheets. These assets are valuedbasis using quoted prices in active markets multiplied by the number of shares owned, were $4.1 million and $3.6 million as of shares owned.
The Company hadDecember 31, 2020 and 2019, respectively. Our investments in registered investment companies have been included in "Other current assets" in our consolidated balance sheets as of December 31, 2020 and 2019.

We electednot to carry its subordinated promissory note receivable andour long-term debt at carryingfair value. The subordinated promissory note had a face value of $100.0 million, an interest rate of 9.0% that was paid-in kind and an eight year maturity with a prepayment option without penalty. As of December 31, 2017, the carrying value of the subordinated promissory note receivable was included in “Other assets” in the accompanying consolidated balance sheets. On August 27, 2018, the debtor chose to exercise their prepayment option to settle the subordinated promissory note receivable in full. As a result of the settlement of the note receivable, the Company recorded a gain of $12.3 million during the year ended December 31, 2018, which was included in "Investment income and others, net" in the accompanying consolidated statements of operations. The carrying value of theour long-term debt represents the amortized cost, lessinclusive of unamortized premium, and net of unamortized discount and debt issuance costs. The Company assessesWe assess the fair value of these financial instruments based on an estimate of interest rates available to the Companyus for financial instruments with similar features, the Company’sour current credit rating, and spreads applicable to the Company.us. The following table summarizes the carrying value and estimated fair value of these financial instruments as of December 31, 2018 2020 and 20172019, respectively:


Fair Value Hierarchy 2018
2017

 Carrying
Value

Estimated
Fair Value

Carrying
Value

Estimated
Fair Value
Financial instrument not carried at fair value:  










Subordinated promissory note receivableLevel 2 $

$

$95.3

$83.3
Long-term debt excluding capitalized leasesLevel 2 $2,031.0

$2,347.4

$2,280.6

$2,439.8
The Company received a 10.0% non-participating interest in VCVH Holdings LLC ("VCVH") in 2016 with

    

2020

  

2019

 
  

Fair Value

 

Carrying

  

Estimated

  

Carrying

  

Estimated

 
  

Hierarchy

 

Value

  

Fair Value

  

Value

  

Fair Value

 

Financial instrument not carried at fair value:

                  

Senior Notes (Note 15)

 

Level 2

 $3,140.8  $3,652.2  $2,650.4  $2,902.2 

On February 1, 2020, the sale of the Company's healthcare business.aerial imagery sourcing group was completed. We contributed the assets related to the disposed business and cash of $63.8 million in exchange for a non-controlling 35.0% ownership interest in a nonpublic company, Vexcel Group, Inc ("Vexcel"). As of December 31, 2018 and 2017,2020, we had an investment of $129.1 million related to such interest. The value of our investment is based on management estimates with the balanceassistance of thisvaluations performed by third-party specialists. This investment was $8.4included in "Other noncurrent assets" in our accompanying consolidated balance sheet. For the year ended December 31, 2020, there was 0 provision for credit losses related to this investment. Refer to Note 11. Dispositions for further discussion.

As of December 31, 2020 and 2019, we had securities of $14.0 million, andwhich were accounted for as a cost-based investmentinvestments under ASC 323-10-25, 323-10-25,The Equity Method of Accounting for Investments in Common Stock ("ASC 323-10-25"323-10-25"), because the interest is currently non-participating, and the Company does . We do not have the ability to exercise significant influence over the investees’ operating and financial policies. As of December 31, 2018, the Company2020 and 2019, we also had an investment in a limited partnershipprivate companies of $5.9$49.5 million and $13.1 million, respectively, accounted for in accordance with ASC 323-10-25323-10-25 as an equity method investment.


These investments were included in "Other non-current assets" in our accompanying consolidated balance sheet. For the year ended December 31, 2020, there was 0 provision for credit losses related to these investments.

74
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8. Leases:

We have operating and finance leases for corporate offices, data centers, and certain equipment that are accounted for under ASC 842. Our leases have remaining lease terms ranging from one year to fourteen years, some of which include the options to extend our leases for up to twenty years, and some of which include the options to terminate our leases within one year. Extension and termination options are considered in our calculation of our right-of-use ("ROU") assets and lease liabilities when we determine it is reasonably certain that we will exercise those options.

The following table presents our lease cost, cash paid for amounts included in our measurement of lease liabilities, ROU assets obtained, weighted-average remaining lease terms, and weighted-average discount rates for finance and operating leases for the years ended December 31, 2020 and 2019:

  

2020

  

2019

 

Lease cost:

        

Operating lease cost (1)

 $52.2  $48.4 
Sublease income  (0.3)  0 

Finance lease cost

        

Depreciation of finance lease assets (2)

  13.4   13.2 

Interest on finance lease liabilities (3)

  0.7   1.8 

Total lease cost

 $66.0  $63.4 
         

Other information:

        

Cash paid for amounts included in the measurement of lease liabilities

        

Operating cash outflows from operating leases

 $(52.0) $(48.4)

Operating cash outflows from finance leases

 $(0.7) $(1.8)

Financing cash outflows from finance leases

 $(14.4) $(15.1)

Weighted-average remaining lease term - operating leases (in years)

  9.3   9.4 

Weighted-average remaining lease term - finance leases (in years)

  2.2   2.6 

Weighted-average discount rate - operating leases

  3.9%  4.0%

Weighted-average discount rate - finance leases

  4.1%  4.4%

_______________

(1) Included in "Cost of revenues" and "Selling, general and, administrative" expenses in our accompanying consolidated statements of operations

(2) Included in "Depreciation and amortization of fixed assets" in our accompanying consolidated statements of operations

(3) Included in "Interest expense" in our accompanying consolidated statements of operations

The total rental expense for the year ended December 31, 2018, prior to the adoption of the new lease standard, was $44.9 million.

Our ROU assets and lease liabilities for finance leases were $27.1 million and $24.7 million, respectively, as of December 31, 2020. Our ROU assets and lease liabilities for finance leases were $9.9 million and $7.7 million, respectively, as of December 31, 2019. Our ROU assets for finance leases were included in "Fixed assets, net" in our accompanying consolidated balance sheets. Our lease liabilities for finance leases were included in the "Short-term debt and current portion of long-term debt" and "Long-term debt" in our accompanying consolidated balance sheets (See Note 15. Debt).

Maturities of lease liabilities for the years through 2026 and thereafter are as follows:

Years Ending

 

Operating Leases

  

Finance Leases

 

2021

 $50.5  $15.0 

2022

  45.0   10.8 

2023

  42.9   0.3 

2024

  35.2   0 

2025

  31.9   0 

2026 and thereafter

  171.4   0 

Total lease payments

  376.9   26.1 

Less: Amount representing interest

  (66.6)  (1.4)

Present value of total lease payments

 $310.3  $24.7 


62


VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.    Fixed Assets

The following is a summary of fixed assets:

 Useful Life Cost Accumulated
Depreciation and
Amortization
 Net
December 31, 2018          
Furniture and office equipment3-10 years $260.1
 $(198.8) $61.3
Leasehold improvementsLease term 
111.9
 
(46.6) 
65.3
Purchased software3 years 
122.6
 
(104.4) 
18.2
Software development costs3-7 years 
654.6
 
(316.6) 
338.0
Leased equipment3-4 years 
36.2
 
(31.7) 
4.5
Aircraft equipment2-10 years  81.1
  (12.5)  68.6
Total fixed assets  $1,266.5
 $(710.6) $555.9
December 31, 2017          
Furniture and office equipment3-10 years $276.2
 $(183.5) $92.7
Leasehold improvementsLease term 
83.1
 
(40.7) 
42.4
Purchased software3 years 
123.0
 
(97.6) 
25.4
Software development costs3-7 years 
525.3
 
(230.9) 
294.4
Leased equipment3-4 years 
35.0
 
(29.7) 
5.3
Aircraft equipment2-10 years  20.4
  (2.3)  18.1
Total fixed assets  $1,063.0
 $(584.7) $478.3
Depreciation

  

Useful Life (in years)

 

Cost

  

Accumulated Depreciation and Amortization

  

Net

 

December 31, 2020

              

Furniture and office equipment

 3 - 10 $273.6  $(215.8) $57.8 

Leasehold improvements

 

Lease term

  118.3   (44.7)  73.6 

Purchased software

 3  77.7   (68.6)  9.1 

Software development costs

 3 - 7  924.6   (465.3)  459.3 

Leased equipment

 3 - 4  68.3   (41.2)  27.1 
Motor vehicles and field equipment 2 - 10  6.8   (1.4)  5.4 

Total fixed assets

   $1,469.3  $(837.0) $632.3 

December 31, 2019

              

Furniture and office equipment

 3 - 10 $268.9  $(210.1) $58.8 

Leasehold improvements

 

Lease term

  103.9   (41.7)  62.2 

Purchased software

 3  89.8   (77.7)  12.1 

Software development costs

 3 - 7  773.7   (373.7)  400.0 

Leased equipment

 3 - 4  38.5   (28.6)  9.9 

Aircraft equipment

 2 - 10  5.2   (0.1)  5.1 

Total fixed assets

   $1,280.0  $(731.9) $548.1 

Depreciation and amortization of fixed assets for the years ended December 31, 2018, 20172020, 2019 and 20162018 were $165.3$192.2 million, $135.6$185.7 million and $119.1$165.3 million, of which $85.4$120.6 million, $58.0$100.2 million and $43.6$85.4 million related to amortization of internal-use software development costs, respectively. Amortization expense related to development of software for sale in accordance with ASC 985-20985-20 was $9.7$11.3 million, $9.5$12.8 million and $9.2$9.7 million for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively. The CompanyWe had unamortized software development costs that had been capitalized in accordance with ASC 985-20350-40 of $19.9 million, $19.4$405.8 million and $25.6$353.3 million as of December 31, 2018, 2017 2020 and 2016,2019, respectively. We had unamortized software development costs that had been capitalized in accordance with ASC 985-20 of $53.5 million and $46.7 million as of December 31, 2020 and 2019, respectively. Leased assets include amounts held under capitalfinance leases for automobiles, computer software, and computer equipmentequipment.

63

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.    Acquisitions

2020 Acquisitions

On December 16, 2020, we acquired 100 percent of the stock of Lead Intelligence, Inc. ("Jornaya"), a provider of consumer behavioral data and aircraft equipment.intelligence, for a net cash purchase price of $125.2 million, of which $1.3 million represents indemnity escrows. The acquisition added Jornaya's proprietary view of consumer buying journeys to our growing set of marketing solutions for the insurance and financial services markets, as well as provide customers with the intelligence and agility to time and tailor interactions based on actual in-market behaviors. Jornaya has become part of the underwriting & rating category within our Insurance segment. The preliminary purchase price allocation of the acquisition is presented in the table below.

On September 9, 2020, we acquired 100 percent of the stock of Franco Signor LLC ("Franco Signor") for a net cash purchase price of $159.9 million, of which $8.0 million represents indemnity escrows. Franco Signor is a Medicare Secondary Payer compliance solutions provider to large employers, insurers and third-party administrators in the U.S. Franco Signor has become part of the claims category within our Insurance segment and enhanced the solutions we currently offer, as well as added professional administrative services for Medicare Set Asides to our suite of solutions. The preliminary purchase price allocation of the acquisition is presented in the table below.

The preliminary purchase price allocation of the 2020 acquisitions resulted in the following:

  

Franco Signor

  

Lead Intelligence

  

Total

 

Cash and cash equivalents (1)

 $10.9  $5.9  $16.8 

Accounts receivable

  2.5   2.9   5.4 

Other current assets

  0.4   0.6   1.0 

Fixed assets

  0.4   0.7   1.1 

Operating lease right-of-use assets, net

  1.5   1.7   3.2 

Intangible assets

  59.1   64.4   123.5 

Goodwill

  100.3   71.4   171.7 

Other assets

  8.0   1.3   9.3 

Total assets acquired

  183.1   148.9   332.0 

Current liabilities (1)

  (6.4)  (1.3)  (7.7)

Deferred revenues

  (0.3)  (2.3)  (2.6)

Operating lease liabilities

  (1.5)  (1.7)  (3.2)

Deferred income tax, net

  (1.8)  (11.2)  (13.0)

Other liabilities

  (8.0)  (1.3)  (9.3)

Total liabilities assumed

  (18.0)  (17.8)  (35.8)

Net assets acquired

  165.1   131.1   296.2 

Cash and cash equivalents

  (10.9)  (5.9)  (16.8)

Restricted cash (1)

  5.7   0   5.7 

Cash acquired

  (5.2)  (5.9)  (11.1)

Net cash purchase price

 $159.9  $125.2  $285.1 

_______________

(1Within cash and cash equivalents, there is $5.7 million of restricted cash related to Franco Signor's professional administrative services for Medicare Set Asides, with an offsetting liability of $5.7 million included within current liabilities.

The preliminary amounts assigned to intangible assets by type for our 2020 acquisitions are summarized in the table below:

  

Weighted Average Useful Life (in years)

 

Total

 

Technology

 11 $30.8 

Marketing

 5  2.1 

Customer

 11  90.6 

Total intangible assets

   $123.5 

The preliminary allocations of the purchase price for the 2020 acquisitions with less than a year of ownership are subject to revisions as additional information is obtained about the facts and circumstances that existed as of each acquisition date. The revisions may have a significant impact on our consolidated financial statements. The allocations of the purchase price will be finalized once all the information is obtained, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to income and non-income taxes, deferred revenues, the valuation of intangible assets acquired, and residual goodwill. The goodwill associated with our acquisitions include the acquired assembled work force, the value associated with the opportunity to leverage the work force to continue to develop the technology and content assets, as well as our ability to grow through adding additional customer relationships or new solutions in the future. Of the $171.7 million in goodwill associated with our acquisitions, $20.8 million is not deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics. 

For the year ended December 31, 2020, we incurred transaction costs related to acquisitions of $2.2 million, which are included within "Selling, general and administrative expenses in the accompanying consolidated statements of operations. Refer to Note 12. Goodwill and Intangible Assets for further discussion.

Our 2020 acquisitions were not significant, both individually and in the aggregate, to our consolidated financial statements for the years ended December 31,2020,2019 and 2018, and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2019 Acquisitions

On December 23, 2019, we acquired 100 percent of the stock of Flexible Architecture and Simplified Technology, LLC ("FAST"), a software company for the life insurance and annuity industry, for a net cash purchase price of $193.9 million, of which $1.9 million represents indemnity escrows. FAST offers a flexible policy administration system that helps insurers accelerate underwriting and claims to enhance the customer experience and support profitable growth. FAST has become part of the underwriting & rating category within our Insurance segment, and expanded and enhanced the suite of solutions that we are developing across the enterprise for life insurers looking to transform the customer experience throughout the life of the policy, from quote to claims. The final purchase price allocation of the acquisition is presented in the table below.

On December 19, 2019, we acquired selected assets of Commerce Signals, Inc. ("Commerce Signals"), a software company that offers a data sharing platform for retail, restaurant and entertainment marketers, for a net cash purchase price of $3.9 million, which consists of a holdback of $1.1 million as security for the indemnification obligations of the seller. Commerce Signals has become part of our Financial Services segment, and enhanced the existing solutions that we currently offer. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below.

On November 5, 2019, we acquired 100 percent of the stock of Genscape, Inc. (“Genscape”), a global provider of real-time data and intelligence for commodity and energy markets, for a net cash purchase price of $351.0 million. Genscape has become part of the Energy and Specialized Markets segment, and enhanced our existing sector intelligence in energy data and analytics. The final purchase price allocation of the acquisition is presented in the table below.

On October 10, 2019, we acquired 100 percent of the stock of BuildFax, Inc. ("BuildFax") for a net cash purchase price of $40.2 million, which consists a holdback of $1.0 million. BuildFax uses building permit, contractor, and inspection data to provide information about the condition of properties to insurance and financial institutions. The data from BuildFax enhances property analytics under the underwriting & rating category within our Insurance segment while helping underwriters gain insight into changes in the property insured. The final purchase price allocation of the acquisition is presented in the table below.

On August 28, 2019, we acquired substantially all of the assets of Property Pres Wizard, LLC. ("PPW") for a net cash purchase price of $15.0 million, of which $1.5 million represents indemnity escrows. PPW is a web and mobile application that manages work order details and property status in the field services industry throughout the supply chain. PPW has become part of the claims category within our Insurance segment, and added a service order and project management application to our PropTech suite of solutions. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below.

On July 31, 2019, we acquired 100 percent of the stock of Keystone Aerial Surveys, Inc. ("Keystone") for a net cash purchase price of $29.4 million, of which $2.7 million represents indemnity escrows, to expand our remote imagery business. Keystone sourced imagery by providing customers geospatial solutions and had become part of the claims category within our Insurance segment. Keystone was a component within the aerial imagery sourcing group, which was qualified as assets held for sale on December 2, 2019. On February 1, 2020, the sale of the aerial imagery sourcing group was closed. See Note 11. Dispositions for further discussion.The final purchase price allocation of the acquisition is presented as part of "Others" in the table below.

On March 29, 2019, we entered into an agreement with an enterprise application software provider to acquire their Content as a Service (“CaaS”) business, which included the Environmental Health and Safety Regulatory Content and Environmental Health and Safety Regulatory Documentation teams and data assets, for a net cash purchase price of $65.2 million. The CaaS business has become part of our Energy and Specialized Markets segment. This transaction strengthened our environmental health and safety services business and extended our global customer footprint and European operations. The final purchase price allocation of the acquisition is presented in the table below.

The final purchase price allocations, inclusive of closing adjustments, of our 2019 acquisitions resulted in the following:

  

FAST

  

Genscape

  

BuildFax

  

CaaS

  

Others

  

Total

 

Cash and cash equivalents

 $2.9  $0.2  $0.4  $3.7  $3.1  $10.3 

Accounts receivable

  4.7   13.6   1.8   0   3.9   24.0 

Other current assets

  0.4   1.4   0.1   0.7   0.6   3.2 

Fixed assets

  1.8   15.9   0.9   0.2   6.3   25.1 

Operating lease right-of-use assets, net

  1.4   7.4   0.4   0   0.5   9.7 

Intangible assets

  69.0   153.2   21.9   34.4   14.1   292.6 

Goodwill

  120.7   241.4   20.2   41.2   28.2   451.7 

Other assets

  0.1   0   0   0.1   4.4   4.6 

Total assets acquired

  201.0   433.1   45.7   80.3   61.1   821.2 

Current liabilities

  2.4   17.4   0.9   1.3   1.3   23.3 

Deferred revenues

  0.3   27.3   2.4   10.1   0   40.1 

Operating lease liabilities

  1.4   7.4   0.4   0   0.5   9.7 

Deferred income tax, net

  0   29.8   0.4   0   2.6   32.8 

Other liabilities

  0   0   1.0   0   5.3   6.3 

Total liabilities assumed

  4.1   81.9   5.1   11.4   9.7   112.2 

Net assets acquired

  196.9   351.2   40.6   68.9   51.4   709.0 

Cash acquired

  (3.0)  (0.2)  (0.4)  (3.7)  (3.1)  (10.4)

Net cash purchase price

 $193.9  $351.0  $40.2  $65.2  $48.3  $698.6 

10.    Acquisitions
65

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The final amounts assigned to intangible assets by type for our 2019 acquisitions are summarized in the table below:

  

Weighted Average Useful Life (in years)

 

Total

 

Technology

 6 $81.9 

Marketing

 4  3.9 

Customer

 12  185.5 

Database

 10  20.7 

Total intangible assets

   $292.0 

For the year ended December 31, 2020, we finalized the purchase accounting for our 2019 acquisitions during the measurement periods in accordance with ASC 805,Business Combinations. The impact of finalization of the purchase accounting associated with these acquisitions was not material to our accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018.

The goodwill of $307.1 million associated with the purchases of FAST, Commerce Signals, Genscape, BuildFax, PPW, Keystone, and CaaS is not deductible for tax purposes. For the year ended December 31, 2019, we incurred transaction costs related to acquisitions of $3.0 million, which are included within "Selling, general and administrative" expenses in our accompanying consolidated statements of operations. Refer to Note 12. Goodwill and Intangible Assets for further discussion.

Our 2019 acquisitions were not significant, both individually and in the aggregate, to our consolidated financial statements for the years ended December 31, 2019, 2018, and 2017, and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.

66

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2018 Acquisitions

On December 14, 2018, the Companywe acquired Rulebook for a net cash purchase price of $86.1$86.5 million, of which $8.6 million represents contingent escrows. Rulebook’s proprietary pricing engine can be used for internal pricing and underwriting as well as external distribution for the insurance market through its platform. Rulebook furthers the Company'sour goal of providing solutions to the global insurance market, including a comprehensive chain of solutions to specialty insurers for mitigating risk and optimizing total cost of operations. Rulebook is part of the underwriting and ratings category within theour Insurance segment. The preliminaryfinal purchase price allocation of the acquisition is presented in the table below.

On June 20, 2018, the Companywe acquired 100 percent of the stock of Validus-IVC Limited ("Validus"), a provider of claims management solutions and developer of the subrogation portal in the UK, verifyTM, for a net cash purchase price of $46.1 million, of which $5.9 million represents contingent escrows. Validus has become part of the claims category within the Company'sour Insurance segment. The integration of Validus' verifyTM platform with the Company'sour global claims analytic services allows insurers to take advantage of enhanced analytic and technology tools to help improve and automate the claims settlement process. The preliminaryfinal purchase price allocation of the acquisition is presented in the table below.

On February 21, 2018, the Companywe acquired 100 percent of the stock of Business Insight Limited (“Business Insight”), a provider of predictive analytics for insurers in the U.K. and Ireland, for a net cash purchase price of $17.1 million, including a holdback of $0.9$18.0 million. Business Insight has become part of the underwriting and ratings category within theour Insurance segment. Business Insight offers a comprehensive set of peril models to support underwriting and rating for the


75

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


commercial property and homeowners insurance market. The preliminaryfinal purchase price allocation of the acquisition is presented as part of "Others" in the table below.

On January 5, 2018, the Companywe acquired 100 percent of the stock of Marketview Limited ("Marketview") for a net cash purchase price of $4.0 million, of which $0.4 million represents indemnity escrows. Marketview is a provider of consumer spending analysis and insights across the retail, hospitality, property, and government sectors in New Zealand. Marketview has become part of theour Financial Services segment. The acquisition helps expand the Company'sour solutions related to consumer spending analytics across the Australasia and Oceania regions by combining itsour domain expertise and proprietary data assets with those of Marketview. The preliminaryfinal purchase price allocation of the acquisition is presented as part of "Others" in the table below.

The preliminaryfinal purchase price allocations, inclusive of the closing adjustments, of our 2018 acquisitions resulted in the following:

  

Rulebook

  

Validus

  

Others

  

Total

 

Cash and cash equivalents

 $0  $0.9  $2.2  $3.1 

Accounts receivable

  2.0   1.5   1.0   4.5 

Current assets

  0.1   6.3   0.2   6.6 

Fixed assets

  1.5   0.4   0.2   2.1 

Intangible assets

  25.1   20.9   8.4   54.4 

Goodwill

  58.9   24.8   15.8   99.5 

Other assets

  8.6   0   0   8.6 

Total assets acquired

  96.2   54.8   27.8   178.8 

Current liabilities

  0.6   3.9   1.0   5.5 

Deferred revenues

  0.4   0.1   1.1   1.6 

Deferred income taxes, net

  0.1   3.6   1.5   5.2 

Other liabilities

  8.6   0.2   0   8.8 

Total liabilities assumed

  9.7   7.8   3.6   21.1 

Net assets acquired

  86.5   47.0   24.2   157.7 

Less: Cash acquired

  0   (0.9)  (2.2)  (3.1)

Net cash purchase price

 $86.5  $46.1  $22.0  $154.6 

67


Rulebook Validus Others Total
Cash and cash equivalents$0.2
 $0.9
 $2.2
 $3.3
Accounts receivable
2.3
 
1.5
 
1.1
 
4.9
Current assets

 
6.2
 
0.3
 
6.5
Fixed assets

 
0.4
 
0.2
 
0.6
Intangible assets
25.1
 
20.9
 
8.4
 
54.4
Goodwill
60.2
 
24.7
 
16.3
 
101.2
Other assets
8.6
 

 
0.4
 
9.0
Total assets acquired
96.4
 
54.6
 
28.9
 
179.9
Current liabilities
0.7
 
4.2
 
1.0
 
5.9
Deferred revenues

 
0.1
 
1.4
 
1.5
Deferred income taxes, net
0.8
 
3.2
 
1.6
 
5.6
Other liabilities
8.6
 
0.1
 
1.3
 
10.0
Total liabilities assumed
10.1
 
7.6
 
5.3
 
23.0
Net assets acquired
86.3
 
47.0
 
23.6
 
156.9
Less: Cash acquired
(0.2) 
(0.9) 
(2.2) 
(3.3)
Net cash purchase price$86.1
 $46.1
 $21.4
 $153.6

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The preliminaryfinal amounts assigned to intangible assets by type for the our 2018 acquisitions are summarized in the table below:


Weighted Average Useful Life
Total
Technology-based6 years
$30.3
Marketing-related9 years

4.0
Customer-related10 years

20.1
Total intangible assets

$54.4

  

Weighted Average Useful Life (in years)

 

Total

 

Technology

 6 $30.3 

Marketing

 9  4.0 

Customer

 10  20.1 

Total intangible assets

   $54.4 

For the year ended December 31, 2019, we finalized the purchase accounting for our 2018 acquisitions during the measurement periods in accordance with ASC 805,Business Combinations. The preliminary allocationsimpact of finalization of the purchase priceaccounting associated with these acquisitions was not material to our accompanying consolidated statements of operations for the years ended December 31, 2018 acquisitions are subject to revisions as additional information is obtained and assessed about the facts and circumstances that existed as of each acquisition date. The revisions may have a significant impact on the condensed consolidated financial statements. The allocations of the purchase price will be finalized once all information is obtained, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to operating leases, income and non-income taxes, deferred revenues, the valuation of intangible assets acquired, and residual goodwill. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon the Company's valuation model and historical experiences with entities with similar business characteristics.

2017.

The goodwill of $100.7$99.5 million associated with the purchases of Rulebook, Validus, Business Insight and Marketview is not deductible for tax purposes. For the year ended December 31, 2018, the Companywe incurred transaction costs related to acquisitions of $1.5 million, which are included within "Selling, general and administrative" expenses in theour accompanying consolidated statements of operations. Refer to Note 12.12. Goodwill and Intangible Assets for further discussion.


76

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


The

Our 2018 acquisitions were immaterial, both individually and in the aggregate, to the Company'sour consolidated financial statements for the years ended December 31, 2018 2017 and 20162017, and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.

2017 Acquisitions
On December 29, 2017, the Company acquired 100 percent of the stock of PowerAdvocate, Inc. ("PowerAdvocate"), a provider of market, cost intelligence, and supply chain solutions serving the energy sector, for a net cash purchase price of $200.4 million, of which $10.0 million represents indemnity escrows. Within the Energy and Specialized Markets segment, PowerAdvocate expands the Company's offerings to the energy sector by adding proprietary spend data and cost models and providing insight into customers' cost savings opportunities. The final purchase price allocation of the acquisition is presented in the table below.
On December 22, 2017, the Company acquired 100 percent of the asset of Service Software, LLC. ("Service Software"), a provider of business management software for the construction industry, for a net cash purchase price of $6.8 million, of which $0.5 million represents indemnity escrows. Within the Insurance segment, Service Software expands the Company's offerings to the insurance sector by integrating with the existing loss quantification solutions, which makes it possible for restoration professionals to save time by sharing job information, reducing duplicate data entry, and increasing productivity. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below.
On November 9, 2017, the Company acquired 100 percent of the stock of Rebmark Legal Solutions Limited. ("Rebmark"), a provider of injury claims solutions, for a net cash purchase price of $2.5 million, of which $0.2 million represents indemnity escrows. Rebmark has become part of the insurance vertical within the Insurance segment. Rebmark’s solutions aid claimant and defendant lawyers, barristers, and claims handlers with the preparation of schedules of loss, which is useful in complex, high-value injury claims where calculations can be time-consuming and there is greater potential for error. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below.
On August 31, 2017, the Company acquired 100 percent of the stock of Lundquist Consulting, Inc. ("LCI"), a provider of risk insight, prediction, and management solutions for banks and creditors, for a net cash purchase price of $150.6 million, of which $12.8 million represents indemnity escrows. LCI has become part of the Financial Services segment. This acquisition brings together the Company's proprietary data assets and LCI's proprietary time-series data, including consumer and commercial bankruptcies, consumer behavior, and legal and technical terms associated with debtor settlements. The final purchase price allocation of the acquisition is presented in the table below.
On August 23, 2017, the Company acquired 100 percent of the stock of Sequel Business Solutions Limited. ("Sequel"), a provider of commercial and specialty insurance and reinsurance software based in the U.K., for a net cash purchase price of $320.3 million. Sequel has become part of the Insurance segment. The acquisition of Sequel further enhances the Company's comprehensive offerings to the global complex commercial and specialty insurance industry, enabling integrated global data analytics through a specialized end-to-end workflow solution. The final purchase price allocation of the acquisition is presented in the table below.
On August 3, 2017, the Company acquired 100 percent of the stock of G2 Web Services, LLC ("G2"), a provider of merchant risk intelligence solutions for acquirers, commercial banks, and other payment system providers, for a net cash purchase price of $112.0 million, of which $5.6 million represents indemnity escrows. G2 has become part of the Financial Services segment. The acquisition of G2 positions the Company to further enhance its offerings to clients and partners, by providing solutions that help fight fraud, transaction laundering, and reputational risk within the global payments and e-commerce ecosystem. The final purchase price allocation of the acquisition is presented in the table below.
During the three months ended June 30, 2017, the Company acquired the net assets of Blue Skies Consulting, LLC, ControlCam, LLC, Krawietz Aerial Photography, LLC, Richard Crouse & Associates, Inc., Rocky Mountain Aerial Surveys, Inc., Skyview Aerial Photo, Inc., and Valley Air Photos, LLC (collectively referred to as "Aerial Imagery acquisitions"), a group of similar but unrelated companies, which gives the Company broad geographic coverage of the United States for aerial image capture purposes. The Aerial Imagery acquisitions provide multi-spectral aerial photographic services with expertise in offering digital photogrammetric and remote sensing data for mapping and surveying applications. The purchase consideration consists of an aggregate net cash purchase price of $28.1 million and a holdback of $3.1 million. Within the Company's Insurance segment, the Aerial Imagery acquisitions enable the Company to enhance and maintain its database of images with the required frequency, resolution, and coverage across the United States ("U.S.") to support the Company's objective as the leading provider of loss quantification data, analytics, and decision-support solutions to the insurance industry, and the photogrammetry, surveying, mapping and other related markets. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below.

77

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


On May 19, 2017, the Company acquired 100 percent of the stock of MAKE Consulting A/S ("MAKE"), a research and advisory business specializing in wind power, for a net cash purchase price of $16.9 million, of which $2.7 million represents indemnity escrows. MAKE has become part of the Energy and Specialized Markets segment. MAKE enhances the Company's offering to existing customers and forms a market analysis and advisory consortium on renewables and the transformation of the global electricity industry. With detailed coverage of power market fundamentals, solar, wind, energy storage, and grid edge technologies, the Energy and Specialized Markets segment is positioned to bring customers market analysis and insight on the evolution of the energy landscape and provide a comprehensive platform for the future. The final purchase price allocation of the acquisition is presented in the table below.
On March 31, 2017, the Company acquired 100 percent of the stock of Fintellix Solutions Private Limited ("Fintellix"), a Bangalore-based data solutions company specializing in the development of data management platforms and regulatory reporting solutions for financial institutions, for a net cash purchase price of $16.9 million, of which $1.8 million represents indemnity escrows. Fintellix has become part of the Financial Services segment. The acquisition of Fintellix positions the Company to expand the data hosting and regulatory platforms and better address the increasingly complex needs of its customers. The final purchase price allocation of the acquisition is presented in the table below.
On February 24, 2017, the Company acquired 100 percent of the stock of Emergent Network Intelligence Limited (“ENI”), a developer in insurance claims efficiency and fraud detection solutions based in the United Kingdom ("U.K."), for a net cash purchase price of $6.1 million, of which $0.5 million represents indemnity escrows. With the acquisition of ENI within the Insurance segment, the Company's customers in the U.K. can take advantage of technologically advanced tools that allow them to improve motor vehicle claims workflow and reduce their costs and exposure to fraud. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below.
On February 16, 2017, the Company acquired 100 percent of the stock of Healix International Holdings Limited (“Healix”), a software analytics provider in automated medical risk assessment for the travel insurance industry, for a net cash purchase price of $52.4 million, of which $7.5 million represents indemnity escrows. Healix is within the Company's Insurance segment. The acquisition further expands the Company's offerings for the global insurance industry, providing solutions that are embedded with customer workflows and can help underwrite medical coverage for travelers with greater speed, accuracy, and efficiency. The final purchase price allocation of the acquisition is presented in the table below.
On January 21, 2017, the Company acquired 100 percent of the stock of Arium Limited ("Arium") for a net cash purchase price of $1.9 million. Arium specializes in liability risk modeling and decision support. Arium has become part of the Insurance segment, and enables the Company to provide its customers with additional modeling solutions and analytics for the casualty market. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below.    
The final purchase price allocations, inclusive of closing adjustments, of the 2017 acquisitions resulted in the following:

Power
Advocate
 LCI Sequel G2 MAKE Fintellix Healix Others Total
Cash and cash equivalents$7.7
 $1.1
 $16.0
 $0.9
 $1.5
 $1.1
 $0.9

$0.7

$29.9
Accounts receivable
8.3
 
2.9
 
7.5
 
2.5
 
0.9
 
2.1
 
0.9


2.0


27.1
Current assets
1.2
 
0.1
 
1.4
 
3.2
 
2.7
 
0.3
 



0.7


9.6
Fixed assets
0.3
 
5.1
 
7.6
 
6.4
 
0.1
 
0.1
 



11.4


31.0
Intangible assets
109.6
 
59.0
 
102.4
 
45.3
 
6.9
 
6.6
 
24.1


9.6


363.5
Goodwill
150.1
 
99.5
 
233.9
 
72.0
 
12.9
 
12.0
 
32.2


27.3


639.9
Other assets
10.0
 

 

 
2.8
 

 
2.0
 



0.2


15.0
Total assets acquired
287.2
 
167.7
 
368.8
 
133.1
 
25.0
 
24.2
 
58.1


51.9


1,116.0
Current liabilities
6.4
 
1.1
 
9.9
 
3.4
 
3.5
 
1.9
 
1.1


1.5


28.8
Deferred revenues
14.7
 
0.3
 
4.0
 
0.4
 
1.5
 
0.8
 
0.1


0.6


22.4
Deferred income taxes, net
18.6
 
14.6
 
18.6
 
13.6
 
1.6
 
1.7
 
3.6


0.6


72.9
Other liabilities
39.9
 

 

 
2.8
 

 
1.8
 



0.2


44.7
Total liabilities assumed
79.6
 
16.0
 
32.5
 
20.2
 
6.6
 
6.2
 
4.8


2.9


168.8
Net assets acquired
207.6
 
151.7
 
336.3
 
112.9
 
18.4
 
18.0
 
53.3


49.0


947.2
Cash acquired
(7.7) 
(1.1) 
(16.0) 
(0.9) 
(1.5) 
(1.1) 
(0.9)

(0.7)

(29.9)
Net cash purchase price$199.9
 $150.6
 $320.3
 $112.0
 $16.9
 $16.9
 $52.4

$48.3

$917.3


78

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


The final amounts assigned to intangible assets by type for the 2017 acquisitions are summarized in the table below:

Weighted Average Useful Life
Total
Technology-based9 years
$96.3
Marketing-related5 years

22.0
Customer-related13 years

202.3
Database-related14 years

42.9
Total intangible assets

$363.5
For the year ended December 31, 2018, the Company finalized the purchase accounting for the 2017 acquisitions during the measurement periods in accordance with ASC 805, Business Combinations. The impact of finalization of the purchase accounting associated with these acquisitions was not material to the accompanying consolidated statements of operations for the years ended December 31, 2018 and 2017.
The goodwill of $628.2 million associated with the stock purchases of PowerAdvocate, Rebmark, LCI, Sequel, G2, MAKE, Fintellix, ENI, Healix and Arium is not deductible for tax purposes, with the exception of $20.2 million of goodwill attributable to G2. The goodwill of $18.3 million associated with the purchases of Service Software and Aerial Imagery acquisitions is deductible for tax purposes. For the year ended December 31, 2017, the Company incurred transaction costs related to these acquisitions of $6.8 million, which are included within "Selling, general and administrative" expenses in the accompanying consolidated statements of operations. Refer to Note 12. Goodwill and Intangible Assets for further discussion.
The 2017 acquisitions were immaterial, both individually and in the aggregate, to the Company's consolidated financial statements for the years ended December 31, 2017 and 2016 and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.
2016 Acquisitions
On November 23, 2016, the Company acquired the net assets of IntelliStance, LLC ("MarketStance"), a provider of market intelligence data and analytics to the property/casualty insurance market, for a net cash purchase price of $8.6 million, of which $0.7 million represents indemnity escrows. MarketStance is within the Company's Insurance segment. MarketStance has built a proprietary analytics model to provide actionable insights on customer's profitability and that enhances the Company's offerings. The final purchase price allocation of the acquisition is combined in the table below.
On November 11, 2016, the Company acquired 100 percent of the stock of The GeoInformation Group Limited ("GeoInformation"), a provider of geographic data solutions, for a net cash purchase price of $6.3 million, of which $0.3 million represents indemnity escrows. GeoInformation offers mapping services and geospatial data and analytic solutions to companies and public sector organizations. GeoInformation's resources complement the Company's risk management and predictive analytics capabilities internationally within the Insurance segment. The final purchase price allocation of the acquisition is combined in the table below.
On October 20, 2016, the Company acquired 100 percent of the stock of Analyze Re, Inc. ("Analyze Re"), a software analytics provider for the reinsurance and insurance industries, for a net cash purchase price of $9.5 million, of which $1.0 million represents indemnity escrows. Analyze Re has become part of of the Company's Insurance segment and enables the Company to provide its customers with additional real-time pricing, exposure management, and enterprise portfolio roll-up capabilities. The final purchase price allocation of the acquisition is combined in the table below.
On August 19, 2016, the Company acquired the data and subscriptions business of Quest Offshore Resources, Inc. ("Quest Offshore"), which supplies market intelligence to the offshore oil and gas sector, for a net cash purchase price of $7.2 million, including a holdback of $0.8 million. The data and subscriptions business has become part of Wood Mackenzie Limited ("Wood Mackenzie") within the Energy and Specialized Markets segment and complements its existing upstream analysis expertise. The final purchase price allocation of the acquisition is combined in the table below.
On July 26, 2016, the Company acquired 100 percent of the stock of Greentech Media, Inc. (“Greentech Media”), an information services provider for the electricity and renewables sector, for a net cash purchase price of $36.1 million, of which $4.4 million represents indemnity escrows. Greentech Media has become part of Wood Mackenzie within the Energy and Specialized Markets segment and enables Wood Mackenzie to provide its customers with market intelligence across several categories, including solar generation, energy storage, and smart grids that react to changes in supply and demand. The final purchase price allocation of the acquisition is combined in the table below.

79

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


On April 14, 2016, the Company acquired 100 percent of the stock of Risk Intelligence Ireland Limited ("RII"), a provider of fraud detection, compliance, risk control, and process automation services to the Irish insurance industry, for a net cash purchase price of $6.2 million. RII enhances the ability of the Company's Insurance segment to serve the international insurance market. The final purchase price allocation of the acquisition is combined in the table below.
The combined final purchase price allocations, inclusive of closing adjustments, of the 2016 acquisitions resulted in the following:
 Total
Cash and cash equivalents$2.1
Accounts receivable 2.3
Current assets 0.3
Fixed assets 0.2
Intangible assets 30.5
Goodwill 55.4
Other assets 5.7
Total assets acquired 96.5
Current liabilities 2.2
Deferred revenues 7.7
Deferred income taxes, net 3.1
Other liabilities 7.5
Total liabilities assumed 20.5
Net assets acquired 76.0
Less: Cash acquired (2.1)
Net cash purchase price$73.9
For the year ended December 31, 2017, the Company finalized the purchase accounting for the 2016 acquisitions during the measurement periods in accordance with ASC 805, Business Combinations. The impact of finalization of the purchase accounting associated with these acquisitions was not material to the accompanying consolidated statements of operations for the years ended December 31, 2017 and 2016.
The goodwill of $42.9 million associated with the stock purchases of GeoInformation, Analyze Re, Greentech Media and RII is not deductible for tax purposes. The goodwill of $12.5 million associated with MarketStance and Quest Offshore acquisitions is deductible for tax purposes. For the year ended December 31, 2016, the Company incurred transaction costs related to these acquisitions of $1.6 million, which are included within "Selling, general and administrative" expenses in the accompanying consolidated statements of operations. Refer to Note 12. Goodwill and Intangible Assets for further discussion.
The 2016 acquisitions were immaterial, both individually and in the aggregate, to the Company's consolidated financial statements for the year ended December 31, 2016 and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.

Acquisition Escrowsand Related Liabilities

Pursuant to the related acquisition agreements, the Company haswe have funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition dates, as well as a portion of the contingent payments.payment. During the yearyears ended December 31, 2018, the Company2020 and 2019, we released $23.8$0.8 million and $25.2 million of indemnity escrows related to various acquisitions. During the year ended At December 31, 2017, the Company released $3.8 million of indemnity escrows, of which $3.2 million related to a 2015 acquisition of The PCI Group. During the year ended December 31, 2016, the Company released $38.0 million of indemnity escrows, of which $37.0 million related to a 2015 acquisition of Wood Mackenzie, Limited ("Wood Mackenzie"). At December 31, 2018 2020 and 2017,2019, the current portion of the escrows amounted to $31.2$1.7 million and $22.9$0.5 million, and the noncurrent portion of the escrows amounted to $8.7$18.5 million and $26.3$10.5 million, respectively. The current and noncurrent portions of the escrows have been included in “Other current assets” and "Other assets" in the accompanying consolidated balance sheets, respectively.



80

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


The

Our acquisitions of Emergence Network Intelligence Limited, Validus, Arium Limited, and PowerAdvocateRebmark Legal Solutions Limited include acquisition related contingencies, for which the sellers of Validus and PowerAdvocatethese acquisitions could receive additional payments by achieving the specific predetermined revenue, EBITDA, and EBITDA margin earn-out targets for exceptional performance. The Company believesWe believe that the liabilities recorded as of December 31, 20182020 reflect the best estimate of acquisition contingent payments. The associated current acquisition-related liabilities were $0.6 million and $111.2 million as of December 31, 2020 and December 31, 2019, respectively. The prior year acquisition-related liabilities of these acquisitions of $12.7were primarily due to PowerAdvocate. The associated noncurrent acquisition-related liabilities were $0.2 million and $28.3 million have been included in “Accounts payable and accrued liabilities” and “Other liabilities” in the accompanying consolidated balance sheets as of December 31, 2018, respectively. The acquisition-related liabilities of $35.5 million have been included in “Other liabilities” in the accompanying consolidated balance sheets as of December 31, 2017.

11. Discontinued Operations:

2016 Discontinued Operation

On June 1, 2016, the Company sold 100 percent of the stock of its healthcare business, Verisk Health ("Verisk Health"). The purchase price consisted of $714.6 million of cash consideration after a working capital adjustment of $5.4 million; a subordinated promissory note with a face value of $100.0 million, an interest rate of 9.0% that was paid-in kind 2020 and an eight year maturity with a prepayment option without penalty; and other contingent consideration (collectively, the "Sale"). Results of operations for the healthcare business are reported as a discontinued operation for the year ended December 31, 2016.

On August 27, 2018, the debtor of the subordinated promissory note receivable chose to exercise their prepayment option to settle in full. As a result of the settlement of the note receivable, the Company recorded a gain of $12.3 million during the year ended December 31, 2018, which was included in "Investment income and others , net" in the accompanying consolidated statements of operations. Refer to Note 8. Fair Value Measurements for further discussion.

The Company also received a 10.0% non-participating interest in VCVH, the exercise value of which will be contingent on the parent of VCVH realizing a specified rate of return on its investment. The value of this investment has been included in "Other assets" in the accompanying consolidated balance sheets.

The healthcare business met the criteria for being reported as discontinued operations and have been segregated from continuing operations. The following table summarizes the results from discontinued operations for the year ended December 31, 2016:
2019.

68
 2016
Revenues from discontinued operations$112.3
Operating expenses:

Cost of revenues (exclusive of items shown separately below)
75.9
Selling, general and administrative
36.5
Depreciation and amortization of fixed assets
7.1
Amortization of intangibles assets
5.9
Total operating expenses
125.4
Operating income
(13.1)
Other income (expense):

Gain on sale
265.9
Investment income and others, net
0.2
Total other income
266.1
Income from discontinued operations before income taxes
253.0
Provision for income taxes (including tax on the gain of $111.8 million for 2016)
(113.3)
Income from discontinued operations, net of tax$139.7

81

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



Net

11. Dispositions:

On February 1, 2020, the sale of the aerial imagery sourcing group was completed. We contributed assets related to the disposed business, including cash providedof $63.8 million, in exchange for a non-controlling 35.0% ownership interest in a nonpublic company, Vexcel. We determined the fair value of the securities associated with the non-controlling ownership interest in Vexcel with the assistance of valuations performed by operating activitiesthird-party specialists, including the discounted cash flow analysis and net cash usedestimates made by management. The securities were concluded not to have a readily determinable fair value and did not qualify for the practical expedient to estimate fair value. The contributed assets approximated the fair value of the equity securities related to the non-controlling ownership interest; therefore, there was no gain or loss recorded in investing activities from the healthcare businessconjunction with this disposition for the year ended December 31, 2016:

2020.

On February 14, 2020, the sale of the compliance background screening business was completed for net cash proceeds of $23.1 million. A gain of $15.9 million was included in "Other operating (income) loss" within our accompanying consolidated statements of operations for the year ended December 31, 2020.

In the first quarter of 2020, our data warehouse business within the Financial Services segment qualified as assets held for sale and was sold on March 1, 2020. We recorded a gain of $3.5 million in "Other operating (income) loss" within our accompanying consolidated statements of operations for the year ended December 31,2020.

69



2016
Net cash provided by operating activities
$21.4
Net cash used in investing activities
$(10.6)

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12.    Goodwill and Intangible Assets:

The Company

We completed the required annual impairment test as of June 30, 2018, 20172020,2019 and 2016,2018, which resulted in no0 impairment of goodwill. Based on the results of theour impairment assessment as of June 30, 2018, the Company2020, we determined that the fair value of itsour reporting units exceeded their respective carrying value. There were no goodwill impairment indicators after the date of the last annual impairment test.

The following is a summary of the change in goodwill from December 31, 2016 through December 31, 2018 through December 31, 2020, both in total and as allocated to the Company’sour operating segments:

 Insurance Energy and specialized markets Financial services Total
Goodwill at December 31, 2016 (1)
$448.2
 $1,842.8
 $287.1
 $2,578.1
Acquisitions
288.8
 
175.5
 
182.2
 
646.5
Purchase accounting reclassifications
(2.2) 
(2.2) 

 
(4.4)
Foreign currency translation adjustment
14.6
 
133.5
 
0.4
 
148.5
Goodwill at December 31, 2017 (1)

749.4
 
2,149.6
 
469.7
 
3,368.7
Acquisitions
97.9
 

 
3.3
 
101.2
Purchase accounting reclassifications
5.1
 
(12.5) 
1.4
 
(6.0)
Foreign currency translation adjustment
(18.6) 
(82.4) 
(1.4) 
(102.4)
Goodwill at December 31, 2018 (1)
$833.8
 $2,054.7
 $473.0
 $3,361.5
(1)
These balances are net of accumulated impairment charges of $3.2 million that occurred prior to December 31, 2016.
The Company’s

  

Insurance

  

Energy and specialized markets

  

Financial services

  

Total

 

Goodwill at December 31, 2018

 $833.8  $2,054.7  $473.0  $3,361.5 

Acquisitions

  161.0   288.5   4.0   453.5 
Businesses held for sale and disposition  (7.9)  0   (0.7)  (8.6)

Purchase accounting reclassifications

  (1.4)  0   (0.1)  (1.5)

Foreign currency translation adjustment

  13.3   46.3   (0.2)  59.4 

Goodwill at December 31, 2019

  998.8   2,389.5   476.0   3,864.3 

Acquisitions

  171.7   0   0   171.7 

Purchase accounting reclassifications

  2.1   (6.0)  (0.2)  (4.1)

Current period adjustment (1)

  21.4   (19.5)  0   1.9 

Foreign currency translation adjustment

  14.6   59.6   0.1   74.3 

Goodwill at December 31, 2020

 $1,208.6  $2,423.6  $475.9  $4,108.1 

____________

(1) Of which $19.5 million relates to a segment reclassification, refer to Note 19. Segment Reporting

Our intangible assets and related accumulated amortization consisted of the following:

 Weighted
Average
Useful Life
 Cost
Accumulated
Amortization

Net
December 31, 2018          
Technology-based8 years $438.8
 $(255.5) $183.3
Marketing-related16 years 
255.8
 
(77.2) 
178.6
Contract-based6 years 
5.0
 
(5.0) 

Customer-related14 years 
718.2
 
(223.9) 
494.3
Database-based19 years  450.5
  (78.9)  371.6
Total intangible assets  $1,868.3
 $(640.5) $1,227.8
December 31, 2017          
Technology-based8 years $421.0
 $(222.9) $198.1
Marketing-related17 years 
263.9
 
(62.9) 
201.0
Contract-based6 years 
5.0
 
(5.0) 

Customer-related14 years 
704.2
 
(174.0) 
530.2
Database-based19 years  474.7
  (58.7)  416.0
Total intangible assets  $1,868.8
 $(523.5) $1,345.3

82

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


  

Weighted

            
  

Average

            
  

Useful Life

     

Accumulated

     
  

(in years)

 

Cost

  

Amortization

  

Net

 

December 31, 2020

              

Technology-based

 7 $559.6   (349.5) $210.1 

Marketing-related

 16  275.2   (113.4) $161.8 

Contract-based

 6  5.0   (5.0) $0 

Customer-related

 13  1,004.3   (354.2) $650.1 

Database-based

 19  501.0   (138.2) $362.8 

Total intangible assets

   $2,345.1  $(960.3) $1,384.8 

December 31, 2019

              

Technology-based

 7 $519.2  $(291.9) $227.3 

Marketing-related

 16  265.3   (94.3)  171.0 

Contract-based

 6  5.0   (5.0)  0 

Customer-related

 13  901.2   (278.0)  623.2 

Database-based

 19  484.6   (107.2)  377.4 

Total intangible assets

   $2,175.3  $(776.4) $1,398.9 

Amortization expense related to intangible assets for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, was $130.8$165.9 million, $101.8$138.0 million, and $92.5$130.8 million, respectively. Estimated amortization expense in future periods through 20232025 and thereafter for intangible assets subject to amortization is as follows:

Years Ending

 

Amount

 

2021

 $169.9 

2022

  156.9 

2023

  144.3 

2024

  139.4 

2025

  114.7 

2026 and thereafter

  659.6 

Total

 $1,384.8 

70

Year Amount
2019$131.5
2020 129.3
2021 119.0
2022 107.6
2023 95.3
2024 and thereafter 645.1
Total$1,227.8

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13.    Income Taxes:

Domestic and foreign income from continuing operations before income taxes was as follows:


2018
2017
2016
U.S.$700.2

$669.9

$626.6
Foreign
19.5


21.1


27.1
Total income from continuing operations$719.7

$691.0

$653.7

  

2020

  

2019

  

2018

 

U.S.

 $834.0  $553.9  $700.2 

Foreign

  63.5   14.5   19.5 

Total income before income taxes

 $897.5  $568.4  $719.7 

The components of the provision for income taxes from continuing operations for the years ended December 31 were as follows:


2018
2017
2016
Current:







Federal$69.0

$176.6

$171.7
State and local
22.1


23.4


24.0
Foreign 11.1
  9.5
  3.6
Total current provision for income taxes
102.2


209.5


199.3
Deferred:







Federal
27.6


(66.3)

29.4
State and local
2.8


5.7


4.9
Foreign (11.6)  (13.0)  (31.4)
Total deferred provision for income taxes
18.8


(73.6)

2.9
Provision for income taxes$121.0

$135.9

$202.2
On December 22, 2017 the Tax Cuts and Job Act (“Tax Act”) was enacted.  The Tax Act included a number of changes to U.S. tax laws, most notably a reduction in the U.S. corporate tax rate from 35.0% to 21.0%.  As a result of the corporate tax rate reduction, the Company recognized a tax benefit in 2017 of $89.1 million due to the re-measurement of its deferred tax assets and liabilities.  In accordance with Staff Accounting Bulletin ("SAB") No. 118, the Company completed the analysis of the impacts of the 2017 Tax Act in the fourth quarter of 2018, resulting in an incremental charge of $1.0 million as income tax expense to reflect the final remeasurement of deferred tax assets and liabilities of $88.1 million.

83

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


  

2020

  

2019

  

2018

 

Current:

            

Federal

 $111.0  $109.9  $69.0 

State and local

  23.1   21.4   22.1 

Foreign

  18.9   14.6   11.1 

Total current provision for income taxes

  153.0   145.9   102.2 

Deferred:

            

Federal

  22.6   (14.3)  27.6 

State and local

  7.4   (0.2)  2.8 

Foreign

  1.8   (12.9)  (11.6)

Total deferred provision for income taxes

  31.8   (27.4)  18.8 

Provision for income taxes

 $184.8  $118.5  $121.0 

The reconciliation between the Company’sour effective tax rate on income from continuing operations and the statutory tax rate is as follows for the years ended December 31:

 2018 2017 2016
Federal statutory rate21.0 % 35.0 % 35.0 %
State and local taxes, net of federal tax benefit2.8 % 2.6 % 2.7 %
Foreign tax differentials(0.7)% (2.1)% (4.7)%
Federal Tax Reform-deferred rate change0.1 % (12.9)%  %
U.K. legislative change %  % (1.0)%
Stock-based compensation(5.5)% (2.5)%  %
Other(0.9)% (0.4)% (1.1)%
Effective tax rate for continuing operations16.8 % 19.7 % 30.9 %

  

2020

  

2019

  

2018

 

Federal statutory rate

  21.0%  21.0%  21.0%

State and local taxes, net of federal tax benefit

  2.7%  2.8%  2.8%

UK legislative rate change impact

  1.5%  0%  0%

Foreign Derived Intangible Income (FDII)

  (0.8)%  (1.2)%  (0.9)%

Stock-based compensation

  (3.7)%  (3.0)%  (5.5)%

Earn-outs

  0%  2.0%  0.1%

Other

  (0.1)%  (0.7)%  (0.7)%

Effective tax rate

  20.6%  20.9%  16.8%

The decrease in the effective tax rate in 20182020 compared to 20172019 was primarily due to the impact of tax reform lowering the U.S. tax rate from 35.0% to 21.0%, as well as the impact of greaterhigher tax benefits from equity compensation in accordance with ASU No. 2016-09.

the current period versus the prior period as well as lower nondeductible earn-out expenses in the current period. These benefits were partially offset by the deferred tax impact of the tax rate increase in the United Kingdom that was enacted and recorded in 2020.

The tax effects of significant items comprising the Company’sour deferred tax assets as of December 31 are as follows:


2018
2017
Deferred income tax asset:




Employee wages, pension and other benefits$20.9

$15.5
Deferred rent
4.6


3.8
Net operating loss carryover
30.2


36.4
Capital and other unrealized losses
2.4


2.1
Interest expense 21.2
  9.1
Other
11.5


8.2
Total
90.8


75.1
Less valuation allowance
(34.5)

(17.6)
Deferred income tax asset
56.3


57.5
Deferred income tax liability:




Fixed assets and intangible assets
(376.1)

(366.2)
Commissions (11.8)  
Other
(7.9)

(13.2)
Deferred income tax liability
(395.8)

(379.4)
Deferred income tax liability, net$(339.5)
$(321.9)

  

2020

  

2019

 

Deferred tax assets:

        

Employee wages, pension, and other benefits

 $7.3  $13.0 

ASC 842/Deferred rent

  10.3   7.3 

Net operating loss carryover

  22.7   28.8 

Litigation accrual

  31.3   31.2 

Capital and other unrealized losses

  1.6   1.7 

Interest expense

  44.1   33.4 

Other

  12.2   16.4 

Total

  129.5   131.8 

Less valuation allowance

  (48.0)  (46.5)

Deferred tax assets

  81.5   85.3 
Deferred tax liabilities:        

Fixed assets and intangible assets

  (445.3)  (411.0)

Commissions

  (16.6)  (14.3)

Other

  (7.4)  (6.2)

Deferred tax liabilities

  (469.3)  (431.5)

Deferred tax liabilities, net

 $(387.8) $(346.2)

The net deferred income liabilitytax liabilities of $339.5$387.8 million consistsconsist primarily of timing differences involving depreciation and amortization.

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The ultimate realization of the deferred tax assets depends on the Company’sour ability to generate sufficient taxable income in the future. The Company hasWe have provided a valuation allowance against the deferred tax assets associated with the interest expense deduction limitation in the U.K. The Company hasWe have also provided for a valuation allowance against the deferred tax assets associated with the net operating losses of certain subsidiaries. The Company’sOur net operating loss carryforwards expire as follows:

YearsAmount
2019-2026$15.9
2027-2031
7.1
2032-2038
163.5
Total$186.5

84

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Years Ending

 

Amount

 
2021 - 2028 $22.7 
2029 - 2033  20.5 
2034 - 2040  177.9 

Total

 $221.1 

A valuation allowance has been established based on the Company’sour evaluation of the likelihood of utilizing these benefits before they expire. The Company hasWe have determined that the generation of future taxable income from certain subsidiaries to fully realize the deferred tax assets is uncertain. Other than these items, the Company haswe have determined, based on the Company’sour historical operating performance, that our taxable income of the Company will more likely than not be sufficient to fully realize the deferred tax assets.


As of December 31, 2018, the Company has 2020, we have not made a provision for U.S. or additional foreign withholdings taxes for any additional outside basis difference inherent in itsour foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practicable. The Company does We do not rely on these unremitted earnings as a source of funds for itsour domestic business as it expectswe expect to have sufficient cash flow in the U.S. to fund itsour U.S. operational and strategic needs.

The Company follows

We follow ASC No. 740-10,740-10 which prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. For each tax position, the Companywe must determine whether it is more likely than not that the position will be sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely than not recognition threshold is then measured to determine the amount of benefit to recognize within the financial statements. No benefits may be recognized for tax positions that do not meet the more likely than not threshold. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:


2018
2017
2016
Unrecognized tax benefit as of January 1$16.3

$16.8

$14.5
Gross increase in tax positions in prior period
2.0


1.7


2.5
Gross decrease in tax positions in prior period
(0.1)

(1.2)

(0.4)
Gross increase in tax positions in current period






6.4
Settlements
(0.3)




(5.3)
Lapse of statute of limitations
(0.5)

(1.0)

(0.9)
Unrecognized tax benefit as of December 31$17.4

$16.3

$16.8

  

2020

  

2019

  

2018

 

Unrecognized tax benefit as of January 1

 $11.5  $17.4  $16.3 

Gross increase in tax positions in prior period

  0.5   0.6   2.0 

Gross decrease in tax positions in prior period

  (0.2)  (3.3)  (0.1)

Settlements

  0   (2.4)  (0.3)

Lapse of statute of limitations

  (1.9)  (0.8)  (0.5)

Unrecognized tax benefit as of December 31

 $9.9  $11.5  $17.4 

Of the total unrecognized tax benefits as of December 31, 2018, 20172020, 2019, and 2016, $14.42018, $8.1 million, $13.2$8.6 million, and $13.8$14.4 million, respectively, represent the amounts that, if recognized, would have a favorable effect on the Company’sour effective tax rate in any future periods.

The total gross amount of accrued interest and penalties for the years ended December 31, 2018, 20172020, 2019, and 20162018 was $3.9 million, $4.6 million, and $5.7 million, $4.5 million and $3.4 million, respectively. The Company’sOur practice is to recognize interest and penalties associated with income taxes as a component of “Provision for income taxes” in theour accompanying consolidated statements of operations.

The Company does

We do not expect a significant increase in unrecognized benefits related to federal, foreign,state, or stateforeign tax exposures within the coming year. In addition, the Company believeswe believe that it is reasonably possible that approximately $0.9$5.8 million of itsour currently remaining unrecognized tax positions, each of which is individually insignificant, may be recognized by the end of 20192021 as a result of a combination of audit settlements and lapses of statute of limitations, net of additional uncertain tax positions.


The Company is

We are subject to tax in the U.S. and in, various state, and foreign jurisdictions. The Company joinedJoined by itsour domestic subsidiaries, fileswe file a consolidated income tax return for the Federal income tax purposes.return. With a few exceptions, none of which are material to the Company’sour consolidated financial statements as of December 31, 2018, the Company is 2020, we are no longer subject to U.S. federal, state and local, or non-US income tax examinations by tax authorities for tax years before 2014.2016. In New Jersey, the Company iswe are being audited for the years ended December 31, 2011 2013 through 20162018 with a statute extension until June 30, 2019. 2021. In Massachusetts, the Company iswe are being audited for the years ended December 31, 2014 2016 through 2015 with a statute extension until December 31, 2019. The Company is also under audit in New York for the years ended December 31, 2015 through 2017. The Company does 2018. We do not expect that the results of these examinations will have a material effect on itsour financial position, results of operations, or cash flow.


VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



14.    Composition of Certain Financial Statement Caption:

The following table presents the components of “Accounts payable and accrued liabilities” as of December 31:

  

2020

  

2019

 

Accounts payable and accrued liabilities:

        

Accrued salaries, benefits and other related costs

 $158.7  $147.4 

Legal accrual (1)

  126.5   128.4 

Escrow liabilities

  1.5   0.2 

Accrued interest

 

20.7

   19.0 

Trade accounts payable and other accrued expenses

  99.3   80.0 

Total accounts payable and accrued liabilities

 $406.7  $375.0 

_______________

(1)Included a litigation reserve for Xactware Solutions, Inc. Patent Litigation of $125.0 million.

The following table presents the components of "Other noncurrent assets" as of December 31:

  

2020

  

2019

 

Other noncurrent assets:

        

Pension benefits

 $77.3  $60.3 

Other assets - prepaid expenses

  70.6   57.0 

Acquisition related escrows

  18.5   10.5 

Investments in non-public companies

  192.6   27.1 

Deposits and other

  6.7   4.9 

Total other noncurrent assets

 $365.7  $159.8 

73

 2018 2017
Accounts payable and accrued liabilities:
  
 
Accrued salaries, benefits and other related costs$131.1
 $115.3
Escrow liabilities
25.4
 
22.9
Accrued interest 17.2
  18.3
Acquisition related liabilities
 12.6
  
Trade accounts payable and other accrued expenses
77.2
 
68.9
Total accounts payable and accrued liabilities$263.5
 $225.4

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15.    Debt:

The following table presents short-term and long-term debt by issuance as of December 31:

 
Issuance
Date
 
Maturity
Date
  2018  2017
Short-term debt and current portion of long-term debt:         
Syndicated revolving credit facilityVarious
Various $415.0
 $715.0
Senior notes:         
4.875% senior notes12/8/2011 1/15/2019  250.0
  
Capital lease obligationsVarious
Various  7.8
  9.4
Short-term debt and current portion of long-term debt


  672.8
  724.4
Long-term debt:


  
  
Senior notes:


  

  

4.000% senior notes, less unamortized discount and debt issuance costs of $7.9 million and $9.1 million, respectively5/15/2015
6/15/2025  892.1
  890.9
5.500% senior notes, less unamortized discount and debt issuance costs of $4.7 million and $4.9 million, respectively5/15/2015
6/15/2045  345.3
  345.1
4.125% senior notes, less unamortized discount and debt issuance costs of $2.3 million and $2.9 million, respectively9/12/2012
9/12/2022  347.7
  347.1
4.875% senior notes, less unamortized discount and debt issuance costs of $0.7 million in 201712/8/2011
1/15/2019  
  249.3
5.80% senior notes, less unamortized discount and debt issuance costs of $1.2 million and $1.8 million, respectively4/6/2011
5/1/2021  448.8
  448.2
Capital lease obligationsVarious
Various  19.5
  7.6
Syndicated revolving credit facility debt issuance costs     (2.9)  (3.8)
Long-term debt     2,050.5
  2,284.4
Total debt    $2,723.3
 $3,008.8

  

Issuance

 

Maturity

        
  

Date

 

Date

 

2020

  

2019

 

Short-term debt and current portion of long-term debt:

            

Syndicated revolving credit facility

 

Various

 

Various

 $50.0  $495.0 

Senior notes:

            

5.800% senior notes, less unamortized discount and debt issuance costs of $(0.1)

 

4/6/2011

 

5/1/2021

  449.9   0 

Finance lease liabilities (1)

 

Various

 

Various

  14.4   4.4 

Short-term debt and current portion of long-term debt

  514.3   499.4 

Long-term debt:

            

Senior notes:

            
3.625% senior notes, less unamortized discount and debt issuance costs of $(10.7) 5/13/2020 5/15/2050  489.3   0 

4.125% senior notes (2), inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $12.4 and $13.9, respectively

 

3/6/2019

 

3/15/2029

  612.4   613.9 

4.000% senior notes, less unamortized discount and debt issuance costs of $(5.4) and $(6.7), respectively

 

5/15/2015

 

6/15/2025

  894.6   893.3 

5.500% senior notes, less unamortized discount and debt issuance costs of $(4.3) and $(4.5), respectively

 

5/15/2015

 

6/15/2045

  345.7   345.5 

4.125% senior notes, less unamortized discount and debt issuance costs of $(1.1) and $(1.6), respectively

 

9/12/2012

 

9/12/2022

  348.9   348.4 

5.800% senior notes, less unamortized discount and debt issuance costs of $(0.7)

 

4/6/2011

 

5/1/2021

  0   449.3 

Finance lease liabilities

 

Various

 

Various

  10.3   3.3 
Syndicated revolving credit facility debt issuance costs Various Various  (1.6)  (2.1)

Long-term debt

  2,699.6   2,651.6 

Total debt

 $3,213.9  $3,151.0 

_______________

(1) Refer to Note 8. Leases

(2) We offered an additional issuance of these notes on September 6, 2019.

Accrued interest associated with the Company’sour outstanding debt obligations was $17.2$20.7 million and $18.3$19.0 million as of December 31, 2018 2020 and 2017,2019, respectively, and included in “Accounts payable and accrued liabilities” within theour accompanying consolidated balance sheets. Interest expense associated with the Company’s capitalour finance lease and outstanding debt obligations, including amortization of debt issuance costs and original discounts, was $128.2 million, $119.4was $138.3 million, $125.7 million and $120.0$128.2 million for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively.

Senior Notes

As

On May 8, 2020, we completed an issuance of December 31, 2018 and 2017, the Company had senior notes with an$500.0 million aggregate principal amount of $2,300.0 million outstanding. Interest on3.625% senior notes due 2050 (the "2050 notes"). The 2050 notes mature on May 15, 2050 and accrue interest at a fixed rate of 3.625% per annum. Interest is payable semiannually. semiannually on the 2050 notes on May 15th and November 15th of each year, beginning on November 15, 2020. The2050 notes were issued at a discount of $5.2 million, and we incurred debt issuance costs of $5.7 million. The original issue discount and debt issuance costs were recordedincluded in "Long-term debt" in theour accompanying consolidated balance sheets, and these costs will be amortized to "Interest expense" in


86

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


the our accompanying consolidated statements of operations over the life of the respective2050 notes. The net proceeds from the issuance of the 2050 notes were utilized to partially repay the committed senior note.unsecured Syndicated Revolving Credit Facility (the "Credit Facility") and for general corporate purposes. The indenture governing seniorthe 2050 notes restricts the Company'sour ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey or otherwise transfer all or substantially all of the Company'sour assets, or merge with or into, any other person or entity. As of December 31, 2018 2020 and 2017, the Company wasDecember 31, 2019, we had senior notes with an aggregate principal amount of $3,150.0 million and $2,650.0 million outstanding, respectively, and were in compliance with allour financial and other debt covenants governing the senior notes. On January 15, 2019, the Company utilized borrowings from a committed senior unsecured covenants.

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Syndicated Revolving Credit Facility (the "Credit Facility") and cash from operations to repay the 4.875% senior notes in full in an amount of $250.0 million.

Syndicated Revolving Credit Facility
The Company has the

We have a Credit Facility with a borrowing capacity of $1,500.0$1,000.0 million with Bank of America N.A., JP Morgan Chase, N.A., Sun Trust Bank, Wells Fargo Bank N.A., Citizens Bank, N.A., Morgan Stanley, N.A., HSBC Bank USA, N.A., RoyalJP Morgan Chase Bank, of Canada, BNP Paribas,N.A., Wells Fargo Bank, National Association, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Bank, N.A., TD Bank, N.A., and Thethe Northern Trust Company, which expiresCompany. Interest on May 15, 2022.borrowings under the Credit Facility is payable at an interest rate of LIBOR plus 1.0% to 1.625%, depending upon the public debt rating. A commitment fee on any unused balance is payable periodically and may range from 8.0 to 20.0 basis points based upon the public debt rating. The Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions and the share repurchase program (the "Repurchase Program"). The debt issuance costs were recorded in "Long-term debt" in the accompanying consolidated balance sheets and these costs will be amortized to "Interest expense" in the accompanying consolidated statements of operations over the life of the Credit Facility. The Credit Facilityalso contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, investments, and capital expenditures. These covenants also place restrictions on mergers, asset sales, sale/leaseback transactions, and certain transactions with affiliates. The financial covenants require that, at the end of any fiscal quarter, the Company has a consolidated interest coverage ratio of at least 3.0 to 1.0 and that it maintains, during any period of four fiscal quarters,we have a consolidated funded debt leverage ratio of less than 3.5 to 1.0. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase one time each to 4.0 to 1.0 and 4.25 to 1.0. The Company wasCredit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividends and the share repurchase program (the "Repurchase Program"). As of December 31,2020, we were in compliance with all financial and other debt covenants under the Credit Facility asFacility. As of December 31, 2018. Interest on borrowings2020 and 2019, the available capacity under the Credit Facility is payable at an interest rate of LIBOR plus 1.125% to 1.625%, depending upon the consolidated funded debt leverage ratio. A commitment fee on any unused balance is payable periodically and may range from 12.50 to 25.00 basis points based upon the consolidated funded debt leverage ratio. As of December 31, 2018 and 2017, the Company had outstanding borrowings under the Credit Facility of $415.0was $944.6 million and $715.0 million, respectively. The available capacity of the Credit Facility was $1,078.9$500.2 million, net of the letters of credit of $6.1$5.4 million at and $4.8 million, respectively. Subsequent to December 31, 2018.2020, we had 0 borrowings and made repayments of $50.0 million under the Credit Facility.


Debt Maturities

The following table reflects the Company’sour debt maturities:

Years Ending

 

Amount

 

2021

 $514.4 

2022

  360.0 

2023

  0.3 

2024

  0 

2025

  900.0 

2026 and thereafter

  1,450.0 

Total

 $3,224.7 

75

YearAmount
2019$672.8
2020 8.9
2021 458.0
2022 352.6
2023 
2024 and thereafter 1,250.0
Total$2,742.3

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16.    Stockholders’ Equity:

The Company has

We have 2,000,000,000 shares of authorized common stock as of December 31, 2018 2020 and 2017.2019. The common shares have rights to any dividend declared by theour board of directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all twelveeleven members of theour board of directors.

The Company has

We have 80,000,000 shares of authorized preferred stock, par value $0.001 per share. The preferred shares have preferential rights over the common shares with respect to dividends and net distribution upon liquidation. The CompanyWe did not issue any preferred shares as of December 31, 2018.

2020.

At December 31, 2020, 2019 and 2018, 2017 and 2016, the fair valueadjusted closing price of Veriskour common stock was $109.04, $96.00,$207.59, $149.34, and $81.17$108.28 per share, respectively.



87

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


On February 13, 2019, the Company’s Board of Directors declared12, 2020, April 29, 2020, July 29, 2020, and October 28, 2020, our board approved a cash dividend of $0.25$0.27 per share of common stock issued and outstanding payable on March 29, 2019, to the holders of record as of March 13, 2020, June 15, 2019.2020, September 15, 2020, and December 15,2020, respectively. The dividend is recorded, subsequent to cash dividends of $43.9 million, $44.0 million, $43.9 million, and $43.9 million were paid on March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2018,2020 and recorded as a reduction to retained earnings, and will be adjusted for actual payments. The establishment of future record and payment dates is subject to the final determination of the Company’s Board of Directors.

respectively.

Share Repurchase Program

Since May 2010, the Company haswe have authorized repurchases of up to $3,300.0$3,800.0 million of itsour common stock through itsour Repurchase Program, including an additional authorizationinclusive of the $500.0 million authorization approved by our board on May 16, 2018. February 12, 2020. Since the introduction of share repurchase as a feature of the Company'sour capital management strategies in 2010, the Company has we have repurchased shares with an aggregate value of $2,872.4$3,521.2 million. As of December 31, 2018, the Company2020, we had $427.6$278.8 million available to repurchase shares. The Company has We have no obligation to repurchase stock under this program and intendsintend to use this authorization as a means of offsetting dilution from the issuance of shares under the Verisk our 2013 Equity Incentive Plan (the "2013"2013 Incentive Plan") and the Verisk , our 2009 Equity Incentive Plan (the “2009“2009 Incentive Plan”), our sharesave plan (“UK Sharesave Plan”), and our employee stock purchase plan ("ESPP") while providing flexibility to repurchase additional shares if warranted. This authorization has no expiration date and may be increased, reduced, suspended, or terminated at any time. Shares that are repurchased under the Repurchase Program will be recorded as treasury stock and will be available for future issuance.

In December 2019, March 2020, June 2018, the Company2020, and September 2020 we entered into an Accelerated Share Repurchase ("ASR") agreement with Morgan Stanley, N.A. In September 2018, the Company entered into another ASR with Bank of America, N.A. The Company repurchasedagreements to repurchase shares of itsour common stock for an aggregate purchase price of $100.0$50.0 million, through these two ASRs.$75.0 million, $50.0 million, and $50.0 million, respectively, with HSBC Bank USA, N.A, Bank of America, N.A., and Citibank, N.A. The ASR agreements wereare each accounted for as initiala treasury stock transactionstransaction and a forward stock purchase agreementsagreement indexed to the Company's ownour common stock. The forward stock purchase agreements wereare each classified as an equity instrument under ASC 815-40, 815-40,Contracts in Entity's Own Equity ("ASC 815-40"815-40") and were deemed to have a fair value of zero at the respective effective dates.date. Upon payments of the aggregate purchase price in on January 2, 2020, April 1, 2020, July 1, 2020, and October 2018, the Company1, 2020, we received an aggregate initial delivery of 703,421267,845, 430,477, 235,018, and 215,855 shares of itsour common stock.stock at a price of $149.34, $139.38, $170.20, and $185.31, respectively. Upon the final settlement of the ASR agreements in February 2020, June 2020, September 2020, and December 2020, we received additional shares of 40,901, 61,052, 41,272, and 47,042, respectively, as determined by the volume weighted average share price of our common stock during the term of the ASR agreements. The aggregate purchase price was recorded as a reduction to stockholders' equity in the Company's accompanyingour consolidated statements of changes in stockholders' equity for the year ended December 31, 2018. Upon2020. These repurchases of 1,339,462 shares for the final settlements of the ASR agreements in September and year ended December 2018, the Company received an aggregate additional 152,220 shares of the Company's common stock. These 855,641 shares, which were repurchased at an average price of $116.87 per share,31, 2020 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

In December 2018, the Company entered into an additional ASR agreement to repurchase shares of its common stock for an aggregate purchase price of $75.0 million. Upon payment of the aggregate purchase price on January 2, 2019, the Company received an initial delivery of 550,257 shares of its common stock at a price of $109.04 per share, representing approximately $60.0 million of the aggregate purchase price. Upon the final settlement of the ASR agreement in March 2019, the Company may be entitled to receive additional shares of its common stock or, under certain limited circumstances, be required to deliver shares to the counterparty.

During the years ended December 31, 2018 2020 and 2017, the Company2019, we repurchased 3,882,4672,155,084 and 3,356,3602,178,151 shares of common stock as part of the Repurchase Program, inclusive of the ASRs, at a weighted average price of $112.97$161.84 and $80.39$137.73 per share, respectively. The CompanyWe utilized cash from operations and borrowings from itsour Credit Facility to fund these repurchases.

Treasury Stock

As of December 31, 2018, the Company’s2020, our treasury stock consisted of 380,032,628381,185,512 shares of common stock. During the years ended December 31, 2018, 20172020, 2019 and 2016, the Company reissued2018, we transferred 1,811,046, 1,369,305 and 2,973,947 1,319,518 and 1,816,339 shares of common stock, under the 2013 Incentive Plan and 2009 Incentive Plan, from the treasury shares at a weighted average price of $8.71, $8.13$10.67, $9.72 and $7.23$8.71 per share, respectively.


88

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


Earnings Per Share

The following is a reconciliation of the numerators and denominators of theour basic and diluted EPS computations for the years ended December 31:

 2018
2017
2016
  
 (In millions, except for share and per share data)
Numerator used in basic and diluted EPS:        
Income from continuing operations$598.7
 $555.1
 $451.5
Income from discontinued operations 





139.7
Net income$598.7
 $555.1
 $591.2
Denominator:
  
  
 
Weighted average number of common shares used in basic EPS
164,808,110


165,168,224


168,248,304
Effect of dilutive shares:
  
  
 
Potential common stock issuable from stock options and stock awards
3,489,726
 
3,520,644
 
2,923,268
Weighted average number of common shares and dilutive potential common shares used in diluted EPS
168,297,836
 
168,688,868
 
171,171,572

  

2020

  

2019

  

2018

 
  

(In millions, except for share and per share data)

 

Numerator used in basic and diluted EPS:

            

Net income

 $712.7  $449.9  $598.7 

Denominator:

            

Weighted average number of common shares used in basic EPS

  162,610,586   163,535,438   164,808,110 
Effect of dilutive shares:            

Potential common stock issuable from stock options and stock awards

  2,710,123   3,024,677   3,489,726 

Weighted average number of common shares and dilutive potential common shares used in diluted EPS

  165,320,709   166,560,115   168,297,836 

The potential shares of common stock that were excluded from diluted EPS were 513,137, 674,983 and 496,446 1,967,409 and 1,724,338 at December 31, 2018, 20172020, 2019 and 2016,2018, respectively, because the effect of including those potential shares was anti-dilutive.

76

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Losses

The following is a summary of accumulated other comprehensive losses as of December 31:

 2018
2017
Foreign currency translation adjustment$(488.5) 
$(334.4)
Unrealized gains on available-for-sale securities, net of tax

(1) 


0.7
Pension and postretirement adjustment, net of tax
(103.4) 

(78.6)
Accumulated other comprehensive losses$(591.9) 
$(412.3)
_______________
(1)
Includes an adjustment of $0.7 million to opening retained earnings related to adoption of ASU 2016-01 at January 1, 2018.


89

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


  

2020

  

2019

 

Foreign currency translation adjustment

 $(292.2) $(400.1)

Pension and postretirement adjustment, net of tax

  (83.5)  (86.8)

Accumulated other comprehensive losses

 $(375.7) $(486.9)

The before tax and after tax amounts of other comprehensive lossincome (loss) for the years ended December 31, 2018, 20172020, 2019 and 20162018 are summarized below:

      

Tax Benefit

     
  

Before Tax

  

(Expense)

  

After Tax

 

December 31, 2020

            

Foreign currency translation adjustment

 $107.9  $0  $107.9 
Pension and postretirement adjustment before reclassifications  11.1   (2.9)  8.2 
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1)  (6.7)  1.8   (4.9)

Pension and postretirement adjustment

  4.4   (1.1)  3.3 

Total other comprehensive income

 $112.3  $(1.1) $111.2 

December 31, 2019

            

Foreign currency translation adjustment

 $88.4  $0  $88.4 

Pension and postretirement adjustment before reclassifications

  26.7   (6.4)  20.3 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1)

  (4.9)  1.2   (3.7)

Pension and postretirement adjustment

  21.8   (5.2)  16.6 

Total other comprehensive income

 $110.2  $(5.2) $105.0 

December 31, 2018

            

Foreign currency translation adjustment

 $(154.1) $0  $(154.1)

Pension and postretirement adjustment before reclassifications

 

(36.7

)  9.1   (27.6)

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1)

  3.7   (0.9)  2.8 

Pension and postretirement adjustment

  (33.0)  8.2   (24.8)

Total other comprehensive loss

 $(187.1) $8.2  $(178.9)

_______________

(1)

These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in our accompanying consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (See Note 18. Pension and Postretirement Benefits for additional details).

77


Before Tax
Tax Benefit
(Expense)

After Tax
December 31, 2018







Foreign currency translation adjustment$(154.1)
$

$(154.1)
Pension and postretirement adjustment before reclassifications
(36.7)

9.1


(27.6)
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1)

3.7


(0.9)

2.8
Pension and postretirement adjustment
(33.0)

8.2


(24.8)
Total other comprehensive loss$(187.1)
$8.2

$(178.9)
December 31, 2017







Foreign currency translation adjustment$227.0

$

$227.0
Unrealized holding gain on available-for-sale securities before reclassifications
0.5


(0.1)

0.4
Unrealized holding gain on available-for-sale securities
0.5


(0.1)

0.4
Pension and postretirement adjustment before reclassifications
19.7


(4.9)

14.8
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1)

(4.9)

1.2


(3.7)
Pension and postretirement adjustment
14.8


(3.7)

11.1
Total other comprehensive income$242.3

$(3.8)
$238.5
December 31, 2016







Foreign currency translation adjustment$(395.6)
$

$(395.6)
Unrealized holding gain on available-for-sale securities before reclassifications
0.5


(0.2)

0.3
Unrealized holding gain on available-for-sale securities
0.5


(0.2)

0.3
Pension and postretirement adjustment before reclassifications
(18.1)

6.8


(11.3)
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1)

(3.6)

1.4


(2.2)
Pension and postretirement adjustment
(21.7)

8.2


(13.5)
Total other comprehensive loss$(416.8)
$8.0

$(408.8)
_______________

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

17.    Compensation Plans:

KSOP

The Company has

We have established the KSOP for the benefit of eligible employees in the U.S. and Puerto Rico. The KSOP includes both an employee savings component and an employee stock ownership component. The purpose of the combined plan is to enable the Company’sour employees to participate in a tax-deferred savings arrangement under Internal Revenue Service Code Sections 401(a)401(a) and 401(k)401(k) (the “Code”), and to provide employeeour employees equity participation in the Company through the employee stock ownership plan (“ESOP”) accounts.

Under the KSOP, eligible employees may make pre-tax and after-tax cash contributions as a percentage of their compensation, subject to certain limitations under the applicable provisions of the Code. The maximum pre-tax contribution that can be made to the 401(k)401(k) account as determined under the provisions of Code Section 401(g)401(g) is $19.5 thousand for 2020, $19.0 thousand for 2019 and $18.5 thousand for 2018 and $18.0 thousand for 2017 and 2016.. Certain eligible participants (age 50 and older) may contribute an additional $6.0


90

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


$6.5 thousand on a pre-tax basis for 2018, 20172020 and 2016.$6.0 thousand for 2019 and 2018. After-tax contributions are limited to 10.0% of a participant’s compensation. The matching contributions prior to April 1, 2018 were primarily equal to 75.0% of the first 6.0% of the participant’s contribution. Effective April 1, 2018, the Companywe amended the KSOP to increase the matching contributions to 87.5% of the first 6.0% of the participant’s contribution. Effective January 1, 2019, the Companywe increased the matching contributions to 100.0% of the first 6.0% of the participant’s contribution. The 401(k)401(k) matching contributions under the KSOP for the years ended December 31, 2020, 2019 and 2018, 2017 and 2016, including the discontinued operations, were $22.0$31.6 million, $15.6$31.0 million, $14.5$22.0 million, respectively; which, at theour option, of the Company, were funded in cash or in common stock issued from treasury shares. The Company also contributed a total of $18.8 million of cash to the KSOP for the year ended December 31, 2016.

In 2005, the Company we established the ISO Profit Sharing Plan (the “Profit Sharing Plan”), a defined contribution plan, to replace the qualified pension plan for all eligible employees hired on or after March 1,2005. The Profit Sharing Plan is a component of the KSOP. Eligible employees participated in the Profit Sharing Plan if they completed 1,000 hours of service each plan year and were employed on December 31 of that year. The CompanyWe can make a discretionary contribution to the Profit Sharing Plan based on theour annual performance of the Company.performance. Participants vest once they have completed four years and 1,000 hours of service. For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, there were no0 profit sharing contributions.

Equity Compensation Plans

All of the Company’sour outstanding stock options, restricted stock and PSUs are covered under the our 2013 Incentive Plan or 2009 Incentive Plan. Awards under the our 2013 Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards, and (vii) cash. Employees, directors and consultants are eligible for awards under the our 2013 Incentive Plan. The CompanyWe issued common stock under these plans from the Company'sour treasury shares. The number of shares of common stock available for issuance under the our 2013 Incentive Plan is 15,700,000 and such amount shall be reduced on a 1-for-11-for-1 basis for every share issued that is subject to an option or stock appreciation right and on a 2.5-for-12.5-for-1 basis for every share issued that is subject to an award other than an option or stock appreciation right.  Shares that were subject to an award under the our 2013 Incentive Plan that become forfeited, expired or otherwise terminated shall again be available for issuance under the our 2013 Incentive Plan on a 1-for-11-for-1 basis if the shares were subject to options or stock appreciation rights, and on an 2.5-for-12.5-for-1 basis if the shares were subject to awards other than options or stock appreciation rights. As of December 31, 2018, there were 5,602,624 shares of common stock reserved and available for future issuance. Cash received from stock option exercises including the discontinued operations for the years ended December 31, 2018, 2017 and 2016 was $87.3 million, $35.0 million and $41.1 million, respectively.

The Company hasWe have granted equity awards to key employees and directors. The ultimate realization of the PSUs may range from 0% to 200% of the recipient’s target levels established on the grant date. As of December 31, 2020, there were 3,104,938 shares of common stock reserved and available for future issuance.

78

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of the equity awards granted forstatus of the year ended stock options, restricted stock and PSUs awarded under our 2013 Incentive Plan as of December 31, 2020, 2019 and 2018 and changes during the years is presented below.

Grant Date
Service Vesting Period
Stock Options
Restricted Stock
Common Stock Performance Share Units
January 1 to December 31, 2018
Four-year graded vesting
901,885

193,303


 
April 1 to December 31, 2018
Three-year cliff vesting
19,247




 46,705
July 1, 2018
One-year graded vesting
17,402

11,880


 
July 1 to December 31, 2018
Various
19,798

1,858

1,094
 




958,332

207,041

1,094
 46,705

  

Stock Option

  

Restricted Stock

  

PSU

 
                  

Weighted

       

Weighted

 
      

Weighted

          

Average

       

Average

 
      

Average

  

Aggregate

      

Grant Date

       

Grant Date

 
  

Number

  

Exercise

  

Intrinsic

  

Number

  

Fair Value

  

Number

   

Fair Value

 
  

of Options

  

Price

  

Value

  

of Shares

  

Per Share

  

of Shares

   

Per Share

 
          

(in millions)

                  

Outstanding at January 1, 2018

  8,907,109  $53.31  $380.2   604,464  $78.28   0   $0 

Granted

  958,332  $104.23       207,041  $104.34   46,705   $140.70 

Exercised or lapsed

  (2,752,735) $33.00  $213.0   (225,205) $76.88   0   $ 

Canceled, expired or forfeited

  (292,660) $79.16       (52,965) $82.64   (4,655)  $140.70 

Outstanding at December 31, 2018

  6,820,046  $67.27  $284.9   533,335  $88.55   42,050   $140.70 

Granted

  920,398  $135.64       167,231  $135.82   51,792   $173.59 

Dividend reinvestment

  0  $0       0  $0   550   

Not applicable

 

Exercised or lapsed

  (1,131,970) $51.20  $101.0   (242,815) $84.60   0   $0 

Canceled, expired or forfeited

  (175,660) $92.27       (29,022) $109.72   (432)  $134.24 

Outstanding at December 31, 2019

  6,432,814  $79.51  $449.2   428,729  $107.96   93,960   $158.50 

Granted

  936,843  $159.28       163,441  $159.96   50,736   $192.93 
Dividend reinvestment  0  $0       0  $0   913   Not applicable 

Exercised or lapsed

  (1,623,740) $56.83  $189.8   (178,317) $102.00   0      

Canceled, expired or forfeited

  (134,140) $125.95       (23,799) $124.40   0      

Outstanding at December 31, 2020

  5,611,777  $98.28  $613.4   390,054  $131.63   145,609   $170.75 

Exercisable at December 31, 2020

  3,494,164  $76.84  $456.9                  

Exercisable at December 31, 2019

  4,175,855  $65.05  $352.0                  

Nonvested at December 31, 2020

  2,117,613           390,054       102,999      

Expected to vest at December 31, 2020

  1,900,586           354,959       268,294 

(1)

    

_______________

(1)

Includes estimated performance achievement

The fair value of theour stock options granted was estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table during the years ended December 31:


2018
2017
2016
Expected volatility
18.51%

18.72%

20.26%
Risk-free interest rate
2.53%

1.82%

1.14%
Expected term in years
4.4


4.5


4.5
Dividend yield
%

%

%
Weighted average grant date fair value per stock option$21.48

$15.71

$15.33

  

2020

  

2019

  

2018

 

Expected volatility

  18.48%  18.76%  18.51%

Risk-free interest rate

  1.51%  2.25%  2.53%

Expected term in years

  4.3   4.4   4.4 

Dividend yield

  0.71%  0.80%  0%

Weighted average grant date fair value per stock option

 $25.87  $24.13  $21.48 

91
79

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



A summary of options outstanding under the 2013 Incentive Plan and the 2009 Incentive Plan and changes, including the discontinued operations, during the three years then ended are presented below:

Number
of Options

Weighted
Average
Exercise Price
Per Share

Aggregate
Intrinsic
Value
         
 (In millions, except for share and per share data)
Outstanding at January 1, 2016
9,117,733

$40.17

$334.7
Granted
1,364,916

$80.23



Exercised
(1,409,803)
$31.47

$69.3
Cancelled or expired
(301,929)
$73.01



Outstanding at December 31, 2016
8,770,917

$46.67

$302.6
Granted
1,440,270

$81.33



Exercised
(1,125,004)
$33.66

$57.2
Cancelled or expired
(179,074)
$76.70



Outstanding at December 31, 2017
8,907,109

$53.31

$380.2
Granted
958,332

$104.23



Exercised
(2,752,735)
$33.00

$213.0
Cancelled or expired
(292,660)
$79.16



Outstanding at December 31, 2018
6,820,046

$67.27

$284.9
Options exercisable at December 31, 2018
4,360,117

$55.94

$231.5
Options exercisable at December 31, 2017
5,995,339

$41.50

$326.8

A summary of the status of the Company’sour nonvested options and changes including the discontinued operations, are presented below:


Number
of Options

Weighted
Average
Grant-Date
Fair Value
Per Share
Nonvested balance at January 1, 2016
2,576,504

$12.95
Granted
1,364,916

$15.33
Vested
(1,016,923)
$12.78
Cancelled or expired
(301,929)
$14.18
Nonvested balance at December 31, 2016
2,622,568

$14.12
Granted
1,440,270

$15.71
Vested
(971,994)
$14.19
Cancelled or expired
(179,074)
$14.53
Nonvested balance at December 31, 2017
2,911,770

$14.86
Granted
958,332

$21.48
Vested
(1,117,513)
$14.79
Cancelled or expired
(292,660)
$15.33
Nonvested balance at December 31, 2018
2,459,929

$17.41

  

Number of Options

  

Weighted Average Grant-Date Fair Value Per Share

 

Nonvested balance at January 1, 2018

  2,911,770  $14.86 

Granted

  958,332  $21.48 

Vested

  (1,117,513) $14.79 

Cancelled or expired

  (292,660) $15.33 

Nonvested balance at December 31, 2018

  2,459,929  $17.41 

Granted

  920,398  $24.13 

Vested

  (947,708) $17.29 

Cancelled or expired

  (175,660) $17.77 

Nonvested balance at December 31, 2019

  2,256,959  $20.17 

Granted

  936,843  $25.87 

Vested

  (942,049) $18.30 

Cancelled or expired

  (134,140) $22.40 

Nonvested balance at December 31, 2020

  2,117,613  $23.39 

Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the quoted price of Verisk’sour common stock as of the reporting date. The Company adopted ASU No. 2016-09 prospectively on January 1, 2017Excess tax benefits of $42.9 million, $23.2 million and excess tax benefits$48.9 million from exercised stock options were recorded as income tax benefit in theour accompanying consolidated statements of operations. This tax benefit is calculated as the excess of the intrinsic value of options exercised and restricted stock lapsed in excess of compensation recognized for financial reporting purposes. For the years ended December 31, 2018 and 2017, the Company recorded excess tax benefit from exercised stock options of $48.9 million and $19.0 million, respectively, as income tax benefit in the accompanying consolidated statements of operations. Prior to the adoption of ASU


92

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


No. 2016-09, for the year ended December 31, 2016, the Company recorded excess tax benefit from exercised stock options of $23.3 million in "Additional paid-in capital" in the accompanying consolidated balance sheets and realized $31.4 million of tax benefit within the Company’s tax payments. Stock based compensation expense, including the discontinued operations for the years ended December 31, 2018, 20172020, 2019 and 20162018, respectively. Stock-based compensation expense for the years ended December 31, 2020, 2019 and 2018 was $47.6 million, $42.7 million and $38.5 million, $31.8respectively. Cash received from stock option exercises for the years ended December 31, 2020, 2019 and 2018 was $88.0 million, $52.4 million and $30.0$87.3 million, respectively.
A summary As of December 31, 2020, the statusweighted average remaining contractual terms were 6.0 years and 4.7 years for outstanding and exercisable stock options, respectively. As of December 31, 2019, the restrictedweighted average remaining contractual terms were 5.8 years and 4.6 years for outstanding and exercisable stock awarded under 2013 Incentive Plan and the 2009 Incentive Plan and changes, including the discontinued operations, are presented below:

Number
of Shares

Weighted
Average
Grant Date
Fair Value
Per Share
Outstanding at January 1, 2016
533,768

$66.25
Granted
292,941

$80.27
Vested
(230,683)
$64.44
Forfeited
(58,359)
$72.86
Outstanding at December 31, 2016
537,667

$73.34
Granted
296,850

$82.02
Vested
(197,403)
$70.72
Forfeited
(32,650)
$77.13
Outstanding at December 31, 2017
604,464

$78.28
Granted
207,041

$104.37
Vested
(225,205)
$76.88
Forfeited
(52,965)
$82.64
Outstanding at December 31, 2018
533,335

$88.55

options, respectively.

For the year ended December 31, 2018 2020 and 2017,2019, certain employees had restricted stock vesting and covered the aggregate statutory minimum tax withholding of $3.7$4.1 million and $2.9$5.5 million through a net settlement of 35,63727,890 shares and 36,06740,578 shares, respectively.


On April 1, 2018, the Company granted 46,705 PSUs at a weighted average grant date fair value of $140.70 per unit to certain executive officers. A summary of the status of the PSUs awarded under 2013 Incentive Plan and changes are presented below:

Number
of Units
 Weighted
Average
Grant Date
Fair Value
Per Unit
Outstanding at January 1, 2018


$
Granted
46,705

$140.70
Forfeited
(4,655)
$140.70
Outstanding at December 31, 2018
42,050

$140.70

As of December 31, 2018,2020, there was $71.3$82.4 million of total unrecognized compensation cost, exclusive of the impact of vesting upon retirement eligibility, related to nonvested share-based compensation arrangements granted under the our 2013 Incentive Plan and the 2009 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.462.3 years. As of December 31, 2018, there were 2,459,929 533,290, and 42,050 nonvested stock options, restricted stock, and PSUs, respectively, of which 2,050,021, 448,352 and $42,050 are expected to vest. The total grant date fair value of options vested including the discontinued operations, during the years ended December 31, 2018, 20172020, 2019 and 20162018 was $16.8$20.1 million, $16.6$17.4 million and $14.2$16.8 million, respectively. The total grant date fair value of restricted stock vested including the discontinued operations, during the years ended December 31, 2018, 20172020, 2019 and 20162018 was $18.6$22.3 million, $17.6$20.2 million and $14.4$18.6 million, respectively. The total grant date fair value of PSUs vested during the yearyears ended December 31, 2020, 2019 and 2018 was $8.2 million, $4.2 million and $1.5 million.

The Companymillion, respectively.

Our UK Sharesave Plan offers qualifying employees in the United Kingdom the opportunity to own shares of our common stock. Employees who elect to participate are granted stock options, of which the exercise price is equal to the adjusted closing price of our common stock on the grant date discounted by 5%, and enter into a savings contract, the proceeds of which are then used to exercise the options upon the three-year maturity of the savings contract. During the years ended December 31, 2020, 2019 and 2018, we granted 8,174, 18,713 and 19,247 stock options under the UK Sharesave Plan at a discounted exercise price of $159.98, $136.35 and $101.27, respectively. As of December 31, 2020, there were 454,178 shares of common stock reserved and available for future issuance under our UK Sharesave Plan.

We also offersoffer eligible employees the opportunity to participate in an employee stock purchase plan ("ESPP").ESPP. Under theour ESPP, participating employees may authorize payroll deductions of up to 20.0% of their regular base


93

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


salary and up to 50.0% of their short-term incentive compensation, both of which in total may not exceed $25.0 thousand in any calendar year, to purchase shares of the Company’sour common stock at a 5.0% discount of its fair market value at the time of purchase. In accordance with ASC 718, the our ESPP is noncompensatory as the purchase discount is 5.0% or less from the fair market value, substantially all employees that meet limited employment qualifications may participate, and it incorporates no option features. During the years ended December 31, 2018, 20172020, 2019 and 2016, the Company2018, we issued 30,550, 29,60532,502, 30,705 and 29,86730,550 shares of common stock at a weighted average discounted price of $164.44, $141.17 and $104.71, $81.38respectively. As of December 31, 2020, there were 1,260,266 shares of common stock reserved and $76.75, respectively.available for future issuance under our ESPP.

80

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

18.    Pension and Postretirement Benefits:

The Company has

We have a frozen qualified defined benefit pension plan for certain of itsour employees through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. Prior to the freeze, the Companywe applied a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which was credited annually based on salary rates determined by years of service, as well as the interest earned on the previous year-end cash balance. The CompanyWe also hashave a non-qualified frozen supplemental cash balance plan (“SERP”) for certain employees. TheOur SERP is funded from theour general assets of the Company.

Theassets.

Our Pension Plan’s funding policy is to contribute annually at an amount between the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974 and the maximum amount that can be deducted for federal income tax purposes. The minimum contribution requirement was and is expected to be $0 in 20182020 and 2019,2021, respectively. The CompanyWe contributed $0.7 million to our SERP in 2020 and 2019, and expect to contribute $1.0 million and $0.9 million to the SERP in 2018 and 2017, respectively, and expects to contribute $1.1 million in 2019.

The Company2021.

We also providesprovide certain healthcare and life insurance benefits for both active and retired employees. The Postretirement Health and Life Insurance Plan (the “Postretirement Plan”), which has been frozen, is contributory, requiring participants to pay a stated percentage of the premium for coverage. The Company does We do not expect to contribute to theour Postretirement Plan in 2019.


94

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


2021.

The following table sets forth the changes in the benefit obligations and the plan assets, the (funded) unfundedfunded status of the Pension Plan, SERP and Postretirement Plan, and the amounts recognized in the Company’sour consolidated balance sheets at December 31:

 Pension Plan and SERP
Postretirement Plan
 2018
2017
2018
2017
Change in benefit obligation:










Benefit obligation at January 1$452.9

$438.4

$11.8

$12.8
Interest cost
15.2


17.1


0.3


0.4
Actuarial (gain) loss
(30.0)

25.4


(0.4)

0.7
Plan participants’ contributions






2.0


1.6
Benefits paid
(30.3)

(28.0)

(4.1)

(4.2)
Federal subsidy on benefits paid






0.1


0.5
Benefit obligation at December 31$407.8

$452.9

$9.7

$11.8
Accumulated benefit obligation at December 31$407.8

$452.9







Change in plan assets:












Fair value of plan assets at January 1$484.7

$444.5

$10.1

$11.1
Actual return on plan assets, net of expenses
(34.1)

67.3


0.1


0.1
Employer contributions, net
1.0


0.9


1.5


1.0
Plan participants’ contributions






2.0


1.6
Benefits paid
(30.3)

(28.0)

(4.1)

(4.2)
Federal subsidies received






0.1


0.5
Fair value of plan assets at December 31$421.3

$484.7

$9.7

$10.1
(Funded) unfunded status at December 31$(13.5)
$(31.8)
$

$1.7
Amounts recognized in the consolidated balance sheets consist of:           
Pension assets, noncurrent (1)
$(25.3) $(45.1) $
 $
Pension, SERP and postretirement benefits, current (2)
 1.0
  0.8
  
  
Pension, SERP and postretirement benefits, noncurrent (3)
 10.8
  12.5
  
  1.7
Total Pension, SERP and Postretirement benefits$(13.5) $(31.8) $
 $1.7

  

Pension Plan and SERP

  

Postretirement Plan

 
  

2020

  

2019

  

2020

  

2019

 

Change in benefit obligation:

                

Benefit obligation at January 1

 $443.6  $407.8  $8.2  $9.7 

Interest cost

  12.6   15.6   0.2   0.3 

Actuarial loss (gain)

  32.1   48.2   (0.2)  (0.4)

Plan participants’ contributions

  0   0   1.6   2.1 

Benefits paid

  (28.4)  (28.0)  (2.3)  (3.6)

Federal subsidy on benefits paid

  0   0   0   0.1 

Benefit obligation at December 31

 $459.9  $443.6  $7.5  $8.2 

Accumulated benefit obligation at December 31

 $459.9  $443.6   0   0 

Change in plan assets:

                

Fair value of plan assets at January 1

 $488.9  $421.3  $10.3  $9.7 

Actual return on plan assets, net of expenses

  59.6   94.9   0.3   0.6 

Employer contributions, net

  0.7   0.7   0.6   1.4 

Plan participants’ contributions

  0   0   1.6   2.1 

Benefits paid

  (28.4)  (28.0)  (2.3)  (3.6)

Federal subsidies received

  0   0   0   0.1 

Fair value of plan assets at December 31

 $520.8  $488.9  $10.5  $10.3 

Funded status at December 31

 $(60.9) $(45.3) $(3.0) $(2.1)

Amounts recognized in the consolidated balance sheets consist of:

                

Pension assets, noncurrent (1)

 $(74.3) $(58.2) $(3.0) $(2.1)

Pension, SERP and postretirement benefits, current (2)

  1.0   0.8   0   0 

Pension, SERP and postretirement benefits, noncurrent (3)

  12.4   12.1   0   0 

Total Pension, SERP and Postretirement benefits

 $(60.9) $(45.3) $(3.0) $(2.1)

_______________

(1)

(1Included in "Other assets" in theour accompanying consolidated balance sheets

(2)

(2Included in "Accounts payable and accrued liabilities" in theour accompanying consolidated balance sheets

(3)

(3Included in "Other liabilities" in theour accompanying consolidated balance sheets

81

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The pre-tax components included within accumulated other comprehensive losses as of December 31 are summarized below:

 Pension Plan and SERP
Postretirement Plan
 2018
2017
2018
2017
Prior service benefit cost (credit)$3.3

$3.5

$(0.4)
$(0.5)
Actuarial losses
158.1


124.3


4.9


5.6
Accumulated other comprehensive losses, pretax$161.4

$127.8

$4.5

$5.1

95

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


  

Pension Plan and SERP

  

Postretirement Plan

 
  

2020

  

2019

  

2020

  

2019

 

Prior service benefit cost (credit)

 $3.0  $3.2  $(0.1) $(0.3)

Actuarial losses

  133.2   137.1   3.1   3.8 

Accumulated other comprehensive losses, pretax

 $136.2  $140.3  $3.0  $3.5 

The pre-tax components of net periodic benefit (credit) cost and the amounts recognized in other comprehensive loss are summarized below for the years ended December 31:

 Pension Plan and SERP
Postretirement Plan
 2018
2017
2016
2018
2017
2016
Interest cost$15.2

$17.1

$19.3

$0.3

$0.4

$0.4
Expected return on plan assets
(32.9)

(31.1)

(31.7)

(0.2)

(0.3)

(0.5)
Amortization of prior service cost (credit) reclassified from accumulated other comprehensive losses
0.2


0.2


0.1


(0.1)

(0.2)

(0.1)
Amortization of net actuarial loss reclassified from accumulated other comprehensive losses
3.2


4.5


3.2


0.4


0.4


0.4
Net periodic benefit (credit) cost
(14.3)

(9.3)

(9.1)

0.4


0.3


0.2
Amortization of prior service benefit (credit) cost reclassified from accumulated other comprehensive losses
(0.2)

(0.2)

(0.1)

0.1


0.2


0.1
Amortization of actuarial gain reclassified from accumulated other comprehensive losses
(0.1)

(0.1)











Net gain recognized reclassified from accumulated other comprehensive losses
(3.1)

(4.4)

(3.2)

(0.4)

(0.4)

(0.4)
Actuarial loss (gain)
37.0


(10.8)

26.4


(0.3)

0.9


(1.1)
Total recognized in other comprehensive loss
33.6


(15.5)

23.1


(0.6)

0.7


(1.4)
Total recognized in net periodic benefit cost (credit) and other comprehensive loss$19.3

$(24.8)
$14.0

$(0.2)
$1.0

$(1.2)
The estimated amounts in accumulated other comprehensive losses that are expected to be recognized as components of net periodic benefit (credit) cost during 2019 are summarized below:

Pension Plan
and SERP

Postretirement
Plan

Total
Amortization of prior service benefit cost (credit)$0.2

$(0.1)
$0.1
Amortization of net actuarial loss
5.3


0.4


5.7
Total$5.5

$0.3

$5.8

  

Pension Plan and SERP

  

Postretirement Plan

 
  

2020

  

2019

  

2018

  

2020

  

2019

  

2018

 

Interest cost

 $12.6  $15.6  $15.2  $0.2  $0.3  $0.3 

Expected return on plan assets

  (29.9)  (30.3)  (32.9)  (0.2)  (0.2)  (0.2)

Amortization of prior service cost (credit) reclassified from accumulated other comprehensive losses

  0.2   0.2   0.2   (0.1)  (0.1)  (0.1)

Amortization of net actuarial loss reclassified from accumulated other comprehensive losses

  6.3   4.5   3.2   0.3   0.3   0.4 

Net periodic benefit (credit) cost

  (10.8)  (10.0)  (14.3)  0.2   0.3   0.4 

Amortization of prior service (cost) credit reclassified from accumulated other comprehensive losses

  (0.2)  (0.2)  (0.2)  0.1   0.1   0.1 

Amortization of actuarial loss reclassified from accumulated other comprehensive losses

  (0.2)  (0.1)  (0.1)  0   0   0 

Net loss recognized reclassified from accumulated other comprehensive losses

  (6.1)  (4.4)  (3.1)  (0.3)  (0.3)  (0.4)

Actuarial (gain) loss

  2.4   (16.4)  37.0   (0.3)  (0.8)  (0.3)

Total recognized in other comprehensive (income) loss

  (4.1)  (21.1)  33.6   (0.5)  (1.0)  (0.6)

Total recognized in net periodic benefit (credit) cost and other comprehensive (income) loss

 $(14.9) $(31.1) $19.3  $(0.3) $(0.7) $(0.2)

The weighted-average assumptions used to determine benefit obligations as of December 31, 2018 2020 and 20172019 and net periodic benefit (credit) cost for the years 2018, 20172020, 2019 and 20162018 are provided below:

 Pension Plan and SERP
Postretirement Plan
Weighted-average assumptions used to determine benefit obligations:2018 2017   2018 2017  
Discount rate4.24% 3.50%   3.75% 3.00%  
Expected return on plan assets7.00% 7.00%   2.00% 2.00%  
            
Weighted-average assumptions used to determine net periodic benefit (credit) loss:2018 2017 2016 2018 2017 2016
Discount rate3.50%
3.99%
4.73%
3.00%
3.25%
3.25%
Expected return on plan assets7.00%
7.25%
7.50%
2.00%
3.00%
4.00%

  

Pension Plan and SERP

  

Postretirement Plan

 

Weighted-average assumptions used to determine benefit obligations:

 

2020

  

2019

      

2020

  

2019

     

Discount rate

  2.49%  3.24%      1.50%  2.50%    

Expected return on plan assets

  6.50%  6.75%      2.00%  2.00%    
Cash balance interest credit rate  2.57%  2.57%      Not applicable     
                         

Weighted-average assumptions used to determine net periodic benefit (credit) loss:

 

2020

  

2019

  

2018

  

2020

  

2019

  

2018

 

Discount rate

  2.83%  3.82%  3.50%  2.50%  3.75%  3.00%

Expected return on plan assets

  6.75%  7.00%  7.00%  2.00%  2.00%  2.00%
Cash balance interest credit rate  2.57%  2.57%  2.57%  Not applicable 

96
82

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



The following table presents the estimated future benefit payments for the respective plans. The future benefit payments for the Postretirement Plan are net of the federal Medicare subsidy.

 Pension Plan
and SERP

Postretirement
Plan
 Gross Benefit
Amount

Gross Benefit
Amount

Medicare Subsidy
Payments

Net Benefit
Amount
2019$30.7

$1.7

$(0.2)
$1.5
2020$30.6

$1.5

$(0.2)
$1.3
2021$30.1

$1.4

$(0.2)
$1.2
2022$29.5

$1.2

$(0.2)
$1.0
2023$29.5

$1.1

$

$1.1
2024-2028$138.1

$3.6

$(0.1)
$3.5

  

Pension Plan

  

Postretirement

 
  

and SERP

  

Plan

 
  

Gross

  

Gross

  

Medicare

  

Net

 
  

Benefit

  

Benefit

  

Subsidy

  

Benefit

 
  

Amount

  

Amount

  

Payments

  

Amount

 

2021

 $30.5  $1.2  $(0.2) $1.0 

2022

 $30.1  $1.1  $(0.2) $0.9 

2023

 $30.3  $1.0  $(0.2) $0.8 

2024

 $29.9  $0.8  $0  $0.8 

2025

 $28.9  $0.7  $0  $0.7 
2026-2030 $135.5  $2.4  $(0.1) $2.3 

The healthcare cost trend rate for 20182021 was 8.50%8.00% gradually decreasing to 4.50% in 2035. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plan. However, a 1.00% change in assumed healthcare cost trend rates would have an immaterial effect to our postretirement benefit obligation.

The subsidy benefit from the Medicare Prescription Drug, Improvement and Modernization Act of 2003 reduced the Company’sour accumulated postretirement benefit obligationassets by approximately $0.9 million and $1.6$0.8 million as of December 31, 2018 2020 and 2017, respectively.2019. The subsidy cost increased the net periodic benefit cost by approximately $58.2 thousand, $48.5 thousand and $51.0 thousand in fiscal 201820202019 and reduced the net periodic benefit cost by approximately $2.0 thousand and $54.0 thousand in fiscal 2017 and 2016,2018, respectively.

The expected return on theour Pension Plan assets as of December 31, 2018 2020 and 20172019 was 7.00%6.50% and 6.75%, respectively, which was determined by taking into consideration the Company’sour analysis of itsour actual historical investment returns to a broader long-term forecast after adjusting for the target investment allocation and reflecting the current economic environment. The Company’sDuring the first quarter of 2020, we changed the investment guidelines on our Pension Plan assets to target investment allocation of 55% to equity securities and 45% to debt securities from our previous target allocation of 60% to equity securities and 40% to debt securities. Thesecurities as of December 31, 2019. Our Pension Plan assets consist primarily of investments in various fixed income and equity funds. Investment guidelines are established with each investment manager. These guidelines provide the parameters within which the investment managers agree to operate, including criteria that determine eligible and ineligible securities, diversification requirements and credit quality standards, where applicable. Investment managers are prohibited from entering into any speculative hedging transactions. The investment objective is to achieve a maximum total return with strong emphasis on preservation of capital in real terms. TheAs of December 31, 2020 and 2019, the domestic equity portion of the total portfolio should rangeranged between 40% and 60%. The international equity portion of the total portfolio should rangeranged between 10% and 20%. The fixed income portion of the total portfolio should rangeranged between 20% and 40%.

The asset allocation at December 31, 2018 2020 and 2017,2019, and target allocation for 2019 by asset category are as follows:

Asset Category
Target
Allocation
 Percentage of Plan Assets
2018 2017
Equity securities60.0% 49.2% 54.0%
Debt securities40.0% 41.9% 37.9%
Other% 8.9% 8.1%
Total100.0% 100.0% 100.0%
The Company has

  

Target

  

Percentage of Plan Assets

 

Asset Category

 

Allocation

  

2020

  

2019

 

Equity securities

  55.0%  52.5%  53.7%

Debt securities

  45.0%  40.0%  37.9%

Other

  0%  7.5%  8.4%

Total

  100.0%  100.0%  100.0%

We have used the target investment allocation to derive the expected return as the Company believeswe believe this allocation will be retained on an ongoing basis that will be commensurate with the projected cash flows of the plan. The expected return for each investment category within the target investment allocation is developed using average historical rates of return for each targeted investment category, considering the projected cash flow of theour Pension Plan. The difference between this expected return and the actual return on plan assets is generally deferred and recognized over subsequent periods through future net periodic benefit costs. The Company believesWe believe that the use of the average historical rates of returns is consistent with the timing and amounts of expected contributions to the plans and benefit payments to plan participants. These considerations provide the basis for reasonable assumptions with respect to the expected long-term rate of return on plan assets.

83

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We also maintainsmaintain a voluntary employees beneficiary association plan (the “VEBA Plan”) under Section 501(c)(9)501(c)(9) of the Internal Revenue Code to fund the Postretirement Plan. The asset allocation for theour VEBA Plan at December 31, 2018 2020 and target allocation for 2019 are was 100% in debt securities.


97

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


There were no transfers among Levels 1,2 or 3 for the years ended December 31, 2018 2020 and 2017.2019. Refer to Note 8.7. Fair Value Measurements for further discussion with respect to fair value hierarchy. The following table summarizes the fair value measurements by level of theour Pension Plan and Postretirement Plan assets:


Total
Quoted Prices
in Active Markets
for Identical
Assets (Level 1)

Significant Other
Observable
Inputs (Level 2)

Significant
Unobservable
Inputs (Level 3)
December 31, 2018










Equity










Managed equity accounts (1)
$159.7

$159.7

$

$
Equity — pooled separate account (2)

47.3





47.3



Equity — partnerships (3)

0.1








0.1
Debt










Fixed income manager — pooled separate account (2)

176.7





176.7



Fixed income manager — government securities (4)

9.7


9.7






Others










Cash — pooled separate account (2)

1.1





1.1



Global real estate account (5)
 36.4
  
  36.4
  
Total$431.0

$169.4

$261.5

$0.1
December 31, 2017










Equity










Managed equity accounts (1)
$201.4

$201.4

$

$
Equity — pooled separate account (2)

60.3





60.3



Equity — partnerships (3)

0.2








0.2
Debt














Fixed income manager — pooled separate account (2)

183.6





183.6



Fixed income manager — government securities (4)

10.1


10.1






Others










Cash — pooled separate account (2)

0.5





0.5



Global real estate account (5)
 38.7
  
  38.7
  
Total$494.8

$211.5

$283.1

$0.2

      

Quoted Prices

  

Significant

     
      

in Active

  

Other

  

Significant

 
      

Markets for

  

Observable

  

Unobservable

 
      

Identical Assets

  

Inputs

  

Inputs

 
  

Total

  

(Level 1)

  

(Level 2)

  

(Level 3)

 

December 31, 2020

                

Equity

                

Managed equity accounts (1)

 $206.3  $206.3  $0  $0 

Equity — pooled separate account (2)

  67.2   0   67.2   0 
Debt                

Fixed income manager — pooled separate account (2)

  208.3   0   208.3   0 

Fixed income manager — government securities (4)

  10.5   10.5   0   0 
Others                

Cash — pooled separate account (2)

  2.1   0   2.1   0 

Global real estate account (5)

  36.9   0   36.9   0 

Total

 $531.3  $216.8  $314.5  $0 

December 31, 2019

                

Equity

                

Managed equity accounts (1)

 $196.1  $196.1  $0  $0 

Equity — pooled separate account (2)

  66.1   0   66.1   0 

Equity — partnerships (3)

  0.1   0   0   0.1 

Debt

                

Fixed income manager — pooled separate account (2)

  185.4   0   185.4   0 

Fixed income manager — government securities (4)

  10.3   10.3   0   0 

Others

                

Cash — pooled separate account (2)

  3.4   0   3.4   0 

Global real estate account (5)

  37.8   0   37.8   0 

Total

 $499.2  $206.4  $292.7  $0.1 

_______________

(1)(1) 

Valued at the closing price of shares for domestic stocks within the managed equity accounts, and valued at the net asset value (“NAV”) of shares for mutual funds at either the closing price reported in the active market or based on yields currently available on comparable securities of issuers with similar credit ratings for corporate bonds held by the Pension Plan in these managed accounts.

(2)(2) 

The pooled separate accounts invest in domestic and foreign stocks, bonds and mutual funds. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the pooled separate account, which is not publicly quoted.

(3)(3) 

Investments for which readily determinable prices do not exist are valued by the General Partner using either the market or income approach. In establishing the estimated fair value of investments, including those without readily determinable values, the General Partner assumes a reasonable period of time for liquidation of the investment, and takes into consideration the financial condition and operating results of the underlying portfolio company, nature of investment, restrictions on marketability, holding period, market conditions, foreign currency exposures, and other factors the General Partner deems appropriate.


98

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(4)

(4)

The fund invested in the U.S. government, its agencies or instrumentalities or securities that are rated AAA by S&P, AAA by Fitch, or Aaa by Moody’s, including but not limited to mortgage securities such as agency and non-agency collateralized mortgage obligations, and other obligations that are secured by mortgages or mortgage backed securities, and valued at the closing price reported in the active market.

(5)(5) 

The funds invested in common stocks and other equity securities issued by domestic and foreign real estate companies, including real estate investment trusts ("REIT") and similar REIT-like entities. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the funds, which is not publicly quoted.

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19.    Segment Reporting

ASC 280-10, 280-10,Disclosures About Segments of an Enterprise and Related Information (“ASC 280-10”280-10”), establishes standards for reporting information about operating segments. ASC 280-10280-10 requires that a public business enterprise reports financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’sOur President and CEO is identified as the CODM as defined by ASC 280-10.

The Company previously reported results based on its two operating segments, Decision Analytics and Risk Assessment. During the first quarter of 2018, the CODM changed how he makes operating decisions, assesses the performance of the business, and allocates resources in a manner that caused its operating segments to change. Consequently, effective as of the first quarter of 2018, the operating segments of the Company are based on three vertical markets it serves: Insurance, Energy and Specialized Markets, and Financial Services. These three operating segments are also the Company's reportable segments, which have been recast to reflect the new segments for the years ended December 31, 2017 and 2016.
280-10.

Each of our reportable segments, Insurance, Energy and Specialized Markets, and Financial Services has a portion of its revenue from more than one of the three revenue types described within ourthe revenue recognition policy within Note 2.2. Basis of Presentation and Summary of Significant Accounting Policies. Below is the overview of the solutions offered within each reportable segment.

Insurance: The Company is We are the leading provider of statistical, actuarial and underwriting data for the U.S. P&C insurance industry. The Company’sOur databases include cleansed and standardized records describing premiums and losses in insurance transactions, casualty and property risk attributes for commercial buildings and their occupants and fire suppression capabilities of municipalities. The Company usesWe use this data to create policy language and proprietary risk classifications that are industry standards and to generate prospective loss cost estimates used to price insurance policies, which are accessed via a hosted platform. The CompanyWe also developsdevelop solutions that itsour customers use to analyze key processes in managing risk. The Company’sOur combination of algorithms and analytic methods incorporates itsour proprietary data to generate solutions. In most cases, the Company’sour customers integrate the solutions into their models, formulas or underwriting criteria in order to predict potential loss events, ranging from hurricanes to earthquakes. The Company developsWe develop catastrophe and extreme event models and offersoffer solutions covering natural and man-made risks, including acts of terrorism. The CompanyWe further developsdevelop solutions that allow customers to quantify costs after loss events occur. The Company'sOur multitier, multispectral terrestrial imagery and data acquisition, processing, analytics, and distribution system using the remote sensing and machine learning technologies help gather, store, process, and deliver geographic and spatially referenced information that supports uses in many markets. Additionally, the Company offerswe offer fraud-detection solutions including review of data on claim histories, analysis of claims to find emerging patterns of fraud, and identification of suspicious claims in the insurance sector. The Company’sOur underwriting & rating, insurance anti-fraud claims, catastrophe modeling, and loss quantification and aerial imagery solutions are included in this segment.

During the first quarter of 2020, our CODM transferred Maplecroft, an immaterial component of the Energy and Specialized Markets segment, to the Insurance segment. Consequently, effective as of the first quarter 2020, Maplecroft became part of the underwriting and rating category within the Insurance segment. We previously reported results from Maplecroft under the Energy and Specialized Markets segment. Our prior year results have been recast to reflect this change. The related impact to our consolidated financial statements was not material for all periods presented.

Energy and Specialized Markets: The Company is We are a leading provider of data analytics via hosted platform for the global energy, chemicals, and metals and mining industries. ItsOur research and consulting solutions focus on exploration strategies and screening, asset development and acquisition, commodity markets, and corporate analysis in the areas of business environment, business improvement, business strategies, commercial advisory, and transaction support. The Company gathersWe gather and managesmanage proprietary information, insight, and analysis on oil and gas fields, mines, refineries and other assets across the interconnected global energy sectors to advise customers in making asset investment and portfolio allocation decisions. The CompanyWe also helpshelp businesses and governments better anticipate and manage climate and weather-related risks. The Company'sOur analytical tools measure and observe environmental properties and translate those measurements into actionable information based on customer needs. In addition, the Company provideswe provide market and cost intelligence to energy companies to optimize financial results. The CompanyWe further offersoffer a suite of data and information services that enable improved compliance with global Environmental Health and Safety requirements related to the safe


99

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


manufacturing, distribution, transportation, usage, and disposal of chemicals and products. The Company’sOur energy business, environmental health and safety services and, weather risk solutions are included in this segment.
segment

Financial Services: The Company maintainsWe maintain a bank account consortia to provide competitive benchmarking, decisioning algorithms, business intelligence, and customized analytic services that help financial institutions, payment networks and processors, alternative lenders, regulators and merchants make better strategy, marketing, and risk decisions. Customers apply the Company'sour solutions in the areas of tailored data management and media effectiveness that include business intelligence platforms, profile views, mobile data solutions, enterprise database services, and fraud risk scoring algorithms for marketing, fraud, and risk mitigation. In addition, the Company'sour bankruptcy management solutions assist creditors, debt servicing businesses and credit services to enhance regulatory compliance by eliminating stay violation and portfolio valuation risk.

The Company’s financial services and retail analytics solutions are included in this segment.


The three aforementioned operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by theour CODM in order to assess performance and allocate resources. The Company usesWe use EBITDA as the profitability measure for making decisions regarding ongoing operations. EBITDA is net income before interest expense, provision for income taxes, depreciation and amortization of fixed and intangible assets. EBITDA is the measure of operating results used to assess corporate performance and optimal utilization of debt and acquisitions. Operating expenses consist of direct and indirect costs principally related to personnel, facilities, software license fees, consulting, travel, and third-partythird-party information services. Indirect costs are generally allocated to the segments using fixed rates established by management based upon estimated expense contribution levels and other assumptions that management considers reasonable. The Company does We do not allocate interest expense and provision for income taxes, since these items are not considered in evaluating the segment’s overall operating performance. In addition, theour CODM does not evaluate the financial performance of each segment based on assets. See Note 6.6. Revenues for information on disaggregated revenues by type of service and by country.


100
85


VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)



The following table provides the Company’sour revenue and EBITDA by reportable segment for the years ended December 31, as well as a reconciliation of EBITDA to operating income before income taxes for all periods presented in theour accompanying consolidated statements of operations:

 2018 2017 2016
 Insurance
Energy and Specialized Markets
Financial Services
Total Insurance
Energy and Specialized Markets
Financial Services
Total Insurance
Energy and Specialized Markets
Financial Services
Total
Revenues$1,705.9
 $513.3
 $175.9
 $2,395.1
 $1,550.6
 $444.6
 $150.0
 $2,145.2
 $1,419.1
 $442.8
 $133.3
 $1,995.2
Expenses:       

          

  
        
  
Cost of revenues (exclusive of items shown separately below) (568.1)  (218.2)  (99.9)  (886.2)  (510.4)  (193.8) 
(79.6)  (783.8)  (469.6)  (177.1)  (67.7)  (714.4)
Selling, general and administrative (218.8)  (141.1)  (18.8)  (378.7)  (196.1)  (114.4) 
(12.3)  (322.8)  (178.1)  (113.4)  (10.1)  (301.6)
Investment income and others, net 13.2
  0.4
  1.7
  15.3
  11.7
  (2.8) 
0.3
  9.2
  7.8
  (1.1)  (0.6)  6.1
EBITDA from discontinued operations




  









 










  266.0


266.0
EBITDA 932.2
  154.4
  58.9
  1,145.5
  855.8
  133.6
 
58.4
  1,047.8
  779.2
  151.2
  320.9
  1,251.3
Depreciation and amortization of fixed assets (107.0)  (42.7)  (15.6)  (165.3)  (91.2)  (36.4) 
(8.0)  (135.6)  (86.4)  (25.9)  (6.8)  (119.1)
Amortization of intangible assets (22.8)  (84.6)  (23.4)  (130.8)  (13.7)  (70.3) 
(17.8)  (101.8)  (6.1)  (72.8)  (13.6)  (92.5)
Investment income and others, net (13.2)  (0.4)  (1.7)  (15.3)  (11.7)  2.8
 
(0.3)  (9.2)  (7.8)  1.1
  0.6
  (6.1)
EBITDA from discontinued operations




  









 










  (266.0)

(266.0)
Operating income$789.2

$26.7
 $18.2

 834.1

$739.2

$29.7
 $32.3

 801.2

$678.9

$53.6
 $35.1

 767.6
Investment income and others, net          15.3
           9.2
           6.1
Interest expense          (129.7)           (119.4)           (120.0)
Income from continuing operations before income taxes         $719.7
          $691.0
          $653.7

  

2020

  

2019

  

2018

 
  

Insurance

  

Energy and Specialized Markets

  

Financial Services

  

Total

  

Insurance

  

Energy and Specialized Markets

  

Financial Services

  

Total

  

Insurance

  

Energy and Specialized Markets

  

Financial Services

  

Total

 

Revenues

 $1,986.3  $641.6  $156.7  $2,784.6  $1,865.2  $563.9  $178.0  $2,607.1  $1,714.9  $504.3  $175.9  $2,395.1 

Expenses:

                                                

Cost of revenues (exclusive of items shown separately below)

  (628.4)  (272.7)  (92.8)  (993.9)  (639.9)  (239.7)  (97.2)  (976.8)  (575.6)  (210.7)  (99.9)  (886.2)

Selling, general and administrative

  (243.3)  (150.9)  (19.7)  (413.9)  (402.7)  (181.1)  (19.7)  (603.5)  (223.2)  (136.7)  (18.8)  (378.7)

Other operating income (loss)

  15.9   0   3.5   19.4   0   0   (6.2)  (6.2)  0   0   0   0 

Investment (loss) income and others, net

  (1.2)  (1.2)  0   (2.4)  0.7   (1.9)  (0.5)  (1.7)  13.0   0.6   1.7   15.3 

EBITDA

 $1,129.3  $216.8  $47.7   1,393.8  $823.3  $141.2  $54.4   1,018.9  $929.1  $157.5  $58.9   1,145.5 

Depreciation and amortization of fixed assets

              (192.2)              (185.7)              (165.3)

Amortization of intangible assets

              (165.9)              (138.0)              (130.8)

Interest expense

              (138.2)              (126.8)              (129.7)

Income before income taxes

             $897.5              $568.4              $719.7 

Long-lived assets by country are provided below as of December 31:

  

2020

  

2019

 

Long-lived assets:

        

U.S.

 $3,525.0  $3,162.5 

U.K.

  2,775.8   2,685.3 

Other countries

  466.8   462.5 

Total long-lived assets

 $6,767.6  $6,310.3 

86


2018 2017
Long-lived assets:




U.S.$2,335.8

$2,438.6
U.K.
2,595.5


2,656.6
Other countries
324.5


327.5
Total long-lived assets$5,255.8

$5,422.7

VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

20.    Related Parties:

The Company considers its

We consider our stockholders that own more than 5% of the outstanding stock within the class to be related parties as defined within ASC 850,Related Party Disclosures. The CompanyWe had no0 material transactions with related parties owning more than 5% of the entire class of stock as of December 31, 2018 2020 and 2017, except for transactions with the KSOP as disclosed in Note 17. Compensation Plans in the accompanying consolidated financial statements.

2019.

In addition, the Companywe had no0 revenues from related parties for the years ended December 31, 2018, 20172020, 2019 and 2016.2018.


101

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


21.    Commitments and Contingencies:
The Company’s operations

We are conducted on leased premises. Approximate minimum rentals under long-term noncancelable leases for all leased premises, computer equipment and automobiles are as follows:

Years Ending
Operating
Leases
 
Capital
Leases
2019$46.0
 $8.3
2020 46.3
  9.5
2021 37.2
  8.6
2022 33.8
  2.8
2023 28.9
  
2024 and thereafter 147.6
  
Net minimum lease payments$339.8
  29.2
Less amount representing interest    1.9
Present value of net minimum lease capital payments   $27.3
Most of the leases require payment of property taxes and utilities and, in certain cases, contain renewal options. Operating leases consist of office space. Capital leases consist of computer equipment, office equipment, leased automobiles, and aircraft sensors. Rent expense on operating leases approximated $44.9 million, $39.0 million and $39.5 million in 2018, 2017 and 2016, respectively.
In addition, the Company is a party to legal proceedings with respect to a variety of matters in the ordinary course of business, including the mattermatters described below. With respect to ongoing matters, the Company iswe are unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to theseongoing matters or the impact they these matters may have on the Company’sour results of operations, financial position or cash flows. This is primarily because the matters are generally in early stages and discovery has either not commenced or been completed. Although the Company believes it haswe believe we have strong defenses and intendsintend to vigorously defend these matters, the Companyappeal any adverse rulings to us, we could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on itsour results of operations, financial position or cash flows.

Xactware Solutions, Inc. Patent Litigation

On October 8, 2015, the Company waswe were served with a summons and complaint in an action titled Eagle View Technologies, Inc. and Pictometry International Group, Inc. v. Xactware Solutions, Inc. and Verisk Analytics, Inc. filed in the United States District Court for the District of New Jersey.Jersey (the "Court"). The complaint allegesalleged that the Company’sour Roof InSight (now known as Geomni Roof), Property InSight product (now known as Geomni Property) and Aerial Sketch product in combination with the Company'sour Xactimate product infringe seven patents owned by Eagle View and Pictometry namely, Patent Nos. 8,078,436 (the "436"436 patent"), 8,170,840 (the "840"840 patent"), 8,209,152 (the "152"152 patent"), 8,542,880 (the "880"880 patent"), 8,818,770 (the "770"770 patent"), 8,823,732 (the "732"732 patent"), and 8,825,454 (the "454"454 patent"). On November 30, 2015, plaintiffs filed a First Amended Complaint adding Patent Nos. 9,129,376 (the "376"376 patent") and 9,135,737 (the "737"737 patent") to the lawsuit. The First Amended Complaint seekssought an entry of judgment by the Court that defendants have and continue to directly infringe and/or indirectly infringe, including by way of inducement, the Patents-in-Suit, permanent injunctive relief, damages, costs and attorney’s fees. On May 19, 2017, the District Court so orderedentered a Joint Stipulated Order of Partial Dismissal with Prejudice dismissing all claims or assertions pertaining to Pictometry Patents Nos. the 880 and 732 patents, and certain asserted claims of the Eagle View Patents Nos. 436,840,152,770,454,376 and 737 patents (collectively the “Patents in Suit”). Eagle View further reduced the number of asserted claims pertaining to the Patents in Suit to 18 asserted claims. Thereafter,Subsequently, Eagle View dropped the 152 patent and furtherthe 737 patent and reduced the number of asserted claims from the sixfive remaining Patents in Suit to 11six asserted claims. Fact discoveryOn September 25, 2019, following a trial, the jury determined that we had willfully infringed the six asserted claims, and expert discovery are now closedassessed damages in the amount of $125.0 million. After trial, Eagle View moved for a temporary restraining order (“TRO”) and defendants' summarya permanent injunction preventing our sales of the Geomni Roof, Geomni Property and Aerial Sketch products in combination with Xactimate. The Court granted the motion for a TRO on September 26, 2019 and on October 18, 2019, issued an Order permanently enjoining our sales of the Geomni Roof, Geomni Property and Aerial Sketch products in combination with Xactimate. In addition, Eagle View has asked the Court to award enhanced damages by trebling the jury's damages award, together with attorneys' fees, costs, and pre- and post-judgment interest. We opposed all of Eagle View's requests and asked the Court for judgment motions were fully submitted on October 26, 2018.as a matter of law and for a new trial. Eagle View opposed our requests. On December 6, 2018, September 9, 2020, the Court denied our motion seeking judgment as a matter of law and a new trial. We timely filed our Amended Notice of Appeal on October 8, 2020. Eagle View’sView filed a motion to dismiss or deactivate the appeal for lack of appellate jurisdiction on November 4, 2020 which was denied by the Federal Circuit on December 15, 2020. We filed our appellate brief on December 24, 2020. On February 16, 2021, the Court granted Eagle View's motion for summary judgment thatenhanced damages and attorneys' fees. The Court trebled the jury's award of $125.0 million, awarding enhanced damages for a key prior art reference be excluded.  On December 20, 2018,total of $375.0 million, and also awarded Eagle View pre-judgment and post-judgment interest. The Court's award of Eagle View's attorneys' fees was limited to the Court deniedperiod just before the Company’s motion for summary judgmentcommencement of equitable estoppel. On January 29, 2019,trial through the Court deniedtrial, and did not include the Company’s motion for summary judgment of unpatentability pursuant to Section 101earlier approximately four-year period in the case. Following the outcome of the Patent Statute. Attrial, we established a $125.0 million reserve in connection with this time,litigation, which was included in selling, general and administrative expenses in our consolidated statements of operations for the year ended December 31, 2019. Since the appeal to the Federal Circuit remains pending, it is not reasonably possible to determine the ultimate resolution of this matter at this time. While the ultimate resolution of this matter remains uncertain at this time, should our appeal be unsuccessful, we could incur additional expenses up to the amount by which the enhanced damages award, plus pre-judgment and post-judgment interest and attorneys' fees, exceeds the existing $125.0 million reserve. 

          ERISA Litigation

On September 24, 2020, former employees Jillyn Peterson, Gabe Hare, Robert Heynen and Adam Krajewski (“Plaintiffs”), filed suit in the United States District Court, District of New Jersey (No.2:20-cv-13223-CCC-MF) against Defendants Insurance Services Office Inc. (“ISO”), the Plan Administration Committee of Insurance Services Office Inc. and its members ("Committee Defendants"), and the Trust Investment Committee of Insurance Services Office Inc. and its members. The class action complaint alleges violations of the Employee Retirement Income Security Act, ERISA. The class is defined as all persons who were participants in or beneficiaries of the ISO 401(k) Savings and Employee Stock Ownership Plan (“Plan”), at any time between September 24, 2014 through the date of judgment. The complaint alleges that all defendants are fiduciaries with respect to the Plan.  Plaintiffs challenge the amount of fees paid by Plan participants to maintain the investment funds in the plan portfolio and the amount of recordkeeper fees paid by participants. Plaintiffs allege that by permitting the payment of excessive fees, the Committee Defendants breached their ERISA duties of prudence and loyalty.  Plaintiffs further allege that ISO breached its ERISA duty by failing to monitor the Committee Defendants who they allege committed known breaches of their fiduciary duties. The complaint does not specify damages but alleges the fiduciary breaches cost Plan participants millions of dollars. Defendants filed their motion to dismiss the complaint on January 12, 2021. At this time, it is not possible to reasonably estimate the liability related to this matter.



102

VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


360Valuethe Estate of Johnny Ray Penegar, Jr., filed a putative class action lawsuit in the United States District Court for the Western District of North Carolina, 3:20-cv-585-RJC-DCK, against Liberty Mutual Insurance Company and Liberty Mutual Fire Insurance Company (collectively “Liberty Mutual”), as well as Verisk Analytics, Inc. and ISO Claims Partners, Inc. (collectively “we”).  The complaint alleges that Liberty Mutual violated the Medicare Secondary Payer Act (“MSPA”) by failing to reimburse Medicare for medical services that should have been covered by its policies, with the result that Medicare bore the cost instead. The suit alleges that we are jointly and severally liable because of our involvement in Medicare reporting and/or other plan management.  The complaint pleads a North Carolina class and a nationwide class, each composed of: all Medicare enrollees (within the respective geographic areas) for whom Medicare paid for an item or service where Liberty Mutual was the carrier and/or we were involved in claims administration; where defendants were demonstrated to be responsible for payment of the medical services via a workers’ compensation judgment, settlement, award, or contractual obligation; where defendants provided notice to the government of the fact of the settlement, judgment or award establishing their responsibility on or after October 23, 2017; but where defendants failed to make timely payment. The complaint does not identify the amount of damages sought but seeks double damages under the MSPA on behalf of all class members for all amounts at issue, as well as interest and attorneys’ fees. Defendants’ motions to dismiss the complaint were fully briefed on January 28, 2021. At this time, it is not possible to reasonably estimate the liability related to this matter. 

Jornaya Litigation

On December 10, 2018, the Company wasFebruary 2, 2021 we were served with a First Amended Complaint filedpunitive class action lawsuit brought by Peter Dyloco in the United States District Court for the Northern District of California titled Sheahan, et al. v. State Farm General Insurance Co.against Mazda Motor of America, Inc. and Lead Intelligence, Inc. d/b/a/ Jornaya (collectively “we”, "us") and Mouseflow, Inc., et al.  TheNo.3:20-cv-09099-JCS. In this action is brought by California homeowners, on their own behalf and on behalf of an unspecified putativeplaintiff alleges a class of State Farm policyholdersall California residents who visited mazdausa.com and whose homeselectronic communications were damagedintercepted or lost during the Northern California wildfires of 2017, against State Farm as well as the Company, ISO, and Xactware Solutions, Inc.  Plaintiffs served a Second Amended Complaint on January 6, 2019.  Like the First Amended Complaint, itrecorded by Jornaya and/or Mouseflow without their consent. The class complaint alleges that defendants throughwe, Mazda and Mouseflow violated California Invasion of Privacy Act (“CIPA”), Cal. Penal Code sections 631 and 635 by “wiretapping” and “intercepting” the usecommunications of California residents with Mazda during their visit to Mazda’s website. For each of these counts the complaint claims damages pursuant to Cal. Penal Code section 637 for the greater of 5,000 dollars or three times the actual damages per violation of the Company’s 360Value product conspired to under-insure plaintiffs’ homes by issuing undervalued policiesstatute and underestimating the costs of rebuilding those homes.  Plaintiffs claim that defendants violated federal antitrust law as well as California consumer protection law and common law.injunctive relief. At this time, it is not reasonably possible to determine the ultimate resolution of, orreasonably estimate the liability related to this matter.

87


VERISK ANALYTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


22.   Subsequent Events:

In December 2020, we entered into an additional ASR agreement with HSBC Bank USA, N.A. to repurchase shares of our common stock for an aggregate purchase price of $50.0 million. Upon payment of the aggregate purchase price on January 4, 2021, we received an initial delivery of 192,687 shares of our common stock at a price of $207.59 per share, representing approximately $40.0 million of the aggregate purchase price. Upon the final settlement of the ASR agreement in March 2021, we may be entitled to receive additional shares of our common stock or, under certain limited circumstances, be required to deliver shares to the counter-party. See Note 16. Stockholders' Equity for further discussion.

On January 15, 2021, we granted 706,851 stock options, 134,840 shares of restricted stock, and 59,144 performance share units to key employees. The stock options and restricted stock have a graded service vesting period of four years, and the performance share units have a three-year performance period, subject to the recipients' continued service. See Note 17. Compensation Plans for further discussion.

On February 16, 2021, our Board approved an additional share repurchase authorization of $300.0 million.

On February 17, 2021, our Board approved a cash dividend of $0.29 per share of common stock issued and outstanding, payable on March 31, 2021, to holders of record as of March 15, 2021.

**************

88

Schedule II

Valuation and Qualifying Accounts and Reserves

For the Years Ended December 31, 2018, 20172020, 2019 and 2016

2018

(In millions)

Description 
Balance at
Beginning
of Year
(1)
  
Charged to
Costs and
Expenses
(2)
  
Deductions—
Write-offs
(3)
  Balance at
End of Year
Year ended December 31, 2018           
Allowance for doubtful accounts$4.6
 $5.6
 $(4.5) $5.7
Valuation allowance for income taxes$17.6
 $21.2
 $(4.3) $34.5
Year ended December 31, 2017           
Allowance for doubtful accounts$3.4
 $2.0
 $(0.8) $4.6
Valuation allowance for income taxes$8.1
 $10.0
 $(0.5) $17.6
Year Ended December 31, 2016           
Allowance for doubtful accounts$2.6
 $2.2
 $(1.4) $3.4
Valuation allowance for income taxes$0.9
 $7.2
 $
 $8.1

  

Balance at

  

Charged to

         
  

Beginning

  

Costs and

  

Deductions—

  

Balance at

 

Description

 

of Year

  

Expenses (1)

  

Write-offs (2)

  

End of Year

 

Year ended December 31, 2020

                

Allowance for doubtful accounts

 $11.7  $13.1  $(7.1) $17.7 

Valuation allowance for income taxes

 $46.5  $10.7  $(9.2) $48.0 

Year ended December 31, 2019

                

Allowance for doubtful accounts

 $5.7  $7.2  $(1.2) $11.7 

Valuation allowance for income taxes

 $34.5  $16.7  $(4.7) $46.5 

Year ended December 31, 2018

                

Allowance for doubtful accounts

 $4.6  $5.6  $(4.5) $5.7 

Valuation allowance for income taxes

 $17.6  $21.2  $(4.3) $34.5 

(1)(1) 

Excludes discontinued operations
(2)

Primarily additional reserves for bad debts

(3)(2) 

Primarily accounts receivable balances written off, net of recoveries, and the expiration of loss carryforwards and businesses held for sale


89


SIGNATURES

EXHIBIT INDEX

Exhibit

Number

Description

VERISK ANALYTICS, INC.
(Registrant)
/S/    Scott G. Stephenson
Scott G. Stephenson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 19, 2019.
SignatureCapacity
/S/    SCOTT G. STEPHENSON      President and Chief Executive Officer (principal executive officer and director)
Scott G. Stephenson
/S/    LEE M. SHAVEL     
Executive Vice President and Chief Financial Officer
(principal financial officer)
Lee M. Shavel
/S/    DAVID J. GROVER
Vice President and Controller
(principal accounting officer)
David J. Grover
/S/    FRANK J. COYNE  Lead Independent Director
Frank J. Coyne
/S/    ANNELL BAYDirector
Annell R. Bay
/S/    CHRISTOPHER M. FOSKETT        Director
Christopher M. Foskett
/S/    BRUCE E. HANSENDirector
Bruce E. Hansen
/S/    KATHLEEN HOGENSONDirector
Kathleen A. Hogenson

/S/    CONSTANTINE P. IORDANOU        Director
Constantine P. Iordanou
/S/    JOHN F. LEHMAN, JR.        Director
John F. Lehman, Jr.
/S/    SAMUEL G. LISS        Director
Samuel G. Liss
/S/    ANDREW G. MILLS        Director
Andrew G. Mills
/S/    THERESE M. VAUGHAN      Director
Therese M. Vaughan
/S/    DAVID B. WRIGHT        Director
David B. Wright

EXHIBIT INDEX
Exhibit
Number
Description

Deed, dated as of March 10, 2015, among Verisk Analytics, Inc. and the sellers named therein, incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, dated March 11, 2015.

Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated May 29, 2015.

Amended and Restated By-Laws, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated February 15, 2019.

Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.1 to Amendment No. 6 to the Company’s Registration Statement on Form S-1, dated September 21, 2009.

Senior Notes Indenture, dated as of April 6, 2011, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated April 6, 2011.

First Supplemental Indenture, dated as of April 6, 2011, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated April 6, 2011.

Second Supplemental Indenture, dated as of December 8, 2011, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated December 8, 2011.

Third Supplemental Indenture, dated as of September 12, 2012, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated September 12, 2012.

Fifth Supplemental Indenture, dated as of May 15, 2015, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated May 15, 2015.

4.6

Senior Notes Indenture, dated March 6, 2019, among Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated March 6, 2019.

4.7

First Supplemental Indenture, dated March 6, 2019, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated March 6, 2019.

4.8Second Supplemental Indenture, dated May 13, 2020, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated May 13, 2020.
  

Description of Verisk Analytics, Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act, incorporated herein by reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K, dated February 18, 2020.

10.1

401(k) Savings Plan and Employee Stock Ownership Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, dated August 12, 2008.

Verisk Analytics, Inc. 2009 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to Amendment No. 6 to the Company’s Registration Statement on Form S-1, dated September 21, 2009.

Form of Letter Agreement, incorporated herein by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, dated October 7, 2008.

Form of Master License Agreement and Participation Supplement, incorporated herein by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1, dated October 7, 2008.


Exhibit

Number

Description

Exhibit
Number
Description

Schedule of Master License Agreements Substantially Identical in All Material Respects to the Form of Master License Agreement and Participation Supplement, incorporated herein by reference to Exhibit 10.5 to Amendment No. 2 to the Company’s Registration Statement on Form S-1, dated November 20, 2008.

Form of Change of Control Severance Agreement, incorporated herein by reference to Exhibit 10.8 to Amendment No. 6 to the Company’s Registration Statement on Form S-1, dated September 21, 2009.

Insurance Services Office, Inc. 1996 Incentive Plan and Form of Stock Option Agreement thereunder, incorporated herein by reference to Exhibit 10.9 to Amendment No. 7 to the Company’s Registration Statement on Form S-1, dated September 29, 2009.

Form of Stock Option Award Agreement under the Verisk Analytics, Inc. 2009 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, dated November 16, 2009.

Insurance Services Office, Inc. Supplemental Cash Balance Plan dated January 1, 2009 as amended by the Amendment to the Insurance Services Office, Inc. Supplemental Cash Balance Plan dated February 10, 2012 incorporated by reference to Exhibit 10.12 to the Company's annual report on Form 10-K dated February 25, 2014.

Insurance Services Office, Inc. Supplemental Executive Retirement Savings Plan dated January 1, 2009 incorporated by reference to Exhibit 10.13 to the Company's annual report on Form 10-K dated February 25, 2014.

Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Appendix A to the Company's Proxy Statement on Schedule 14A, dated April 1, 2013.

Form of Stock Option Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Exhibit 99.2 to Company’s Registration Statement on Form S-8 dated May 15, 2013.

Form of Restricted Stock Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Exhibit 99.3 to Company’s Registration Statement on Form S-8 dated May 15, 2013.

Second Amended and Restated Credit Agreement dated April 22, 2015 among Verisk Analytics, Inc., as borrower, and the lenders and agents party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 24, 2015.

First Amendment to Second Amended and Restated Credit Agreement dated July 24, 2015 among Verisk Analytics, Inc., as borrower, and the lenders and agents party thereto, incorporated herein by reference to Exhibit 10.2 to the Company’s quarterly report on Form 10-Q dated July 28, 2015.

Second Amendment to the Second Amended and Restated Credit Agreement dated May 26, 2016 among Verisk Analytics, Inc., as borrower, and the lenders and agents party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 26, 2016.


Third Amendment to the Second Amended Restated Credit Agreement dated May 18, 2017 among Verisk Analytics, Inc., as borrower, and the lenders and agents party thereto, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 19, 2017.

Fourth Amendment dated August 15, 2019 to the Second Amended and Restated Credit Agreement dated April 22, 2015 among Verisk Analytics, Inc., as borrower, and the lenders and agents party thereto, incorporated herein by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K, dated August 16, 2019.

Exhibit

Number

Description

10.19

Agreement of Purchase and Sale dated April 25, 2016 among Verisk Analytics, Inc., Argus Information and Advisory Services, LLC, Verisk Health, Inc., MediConnect Global, Inc., VCVH Holding Corp., VCVH Holdings LLC, VCVH Intermediate Holding Corp. and VCVH Holding II Corp,.Corp., incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 28, 2016.







Exhibit
Number
10.20
DescriptionRestated Transition and Separation Agreement and General Release dated February 5, 2021 between Verisk Analytics, Inc. and Kenneth E. Thompson.*

21.1

Subsidiaries of the Registrant, incorporated herein by reference to Exhibit 21.1 to the Company’s annual report on Form 10-K dated February 20, 2018.


Consent of Deloitte & Touche LLP.*

Certification of the Chief Executive Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*

Certification of the Chief Financial Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*

Certification of the Chief Executive Officer and Chief Financial Officer of Verisk Analytics, Inc. pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS

Inline XBRL Instance Document.*

101.SCH

Inline XBRL Taxonomy Extension Schema.*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase.*

101.DEF

Inline XBRL Taxonomy Definition Linkbase.*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase.*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase.*

  
101.INS104Cover Page Interactive Data File (formatted as Inline XBRL Instance Document.and contained in Exhibit 101).*

  
101.SCH

*

XBRL Taxonomy Extension Schema.*

Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2021.

VERISK ANALYTICS, INC.

(Registrant)

/S/    Scott G. Stephenson

Scott G. Stephenson

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2021.

Signature

Capacity

/S/    SCOTT G. STEPHENSON      

President and Chief Executive Officer (principal executive officer and director)

Scott G. Stephenson

 
101.CAL

XBRL Taxonomy Extension Calculation Linkbase.*

/S/    LEE M. SHAVEL     

Executive Vice President and Chief Financial Officer

Lee M. Shavel

(principal financial officer)

/S/    DAVID J. GROVER

Vice President and Controller

David J. Grover

(principal accounting officer)

/S/    CHRISTOPHER M. FOSKETT        

Lead Independent Director

Christopher M. Foskett

 
101.DEF

XBRL Taxonomy Definition Linkbase.*

/S/    ANNELL BAY

Director

Annell R. Bay

 
101.LAB

XBRL Taxonomy Extension Label Linkbase.*

/S/    VINCENT BROOKS  

Director

Vincent K. Brooks

 
101.PRE

XBRL Taxonomy Extension Presentation Linkbase.*

/S/    BRUCE E. HANSEN

Director

Bruce E. Hansen

 

/S/    KATHLEEN HOGENSON

Director

*

Kathleen A. Hogenson

Filed herewith.

/S/    CONSTANTINE P. IORDANOU        

Director

Constantine P. Iordanou

/S/    LAURA K. IPSEN

Director

Laura K. Ipsen

/S/    SAMUEL G. LISS        

Director

Samuel G. Liss

/S/    ANDREW G. MILLS        

Director

Andrew G. Mills

/S/    THERESE M. VAUGHAN      

Director

Therese M. Vaughan

/S/    DAVID B. WRIGHT        

Director

David B. Wright


108
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