Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 25, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-34480 | |
Entity Registrant Name | VERISK ANALYTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-2994223 | |
Entity Address, Address Line One | 545 Washington Boulevard | |
Entity Address, City or Town | Jersey City | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07310-1686 | |
City Area Code | 201 | |
Local Phone Number | 469-3000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock $.001 par value | |
Trading Symbol | VRSK | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 163,869,831 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001442145 | |
Current Fiscal Year End Data | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 311.8 | $ 139.5 |
Accounts receivable, net of allowance for doubtful accounts of $9.2 and $5.7, respectively | 405.5 | 356.4 |
Prepaid expenses | 71.9 | 63.9 |
Income taxes receivable | 23.3 | 34 |
Other current assets | 18.5 | 50.7 |
Total current assets | 831 | 644.5 |
Noncurrent assets: | ||
Fixed assets, net | 586.5 | 555.9 |
Operating lease right-of-use assets, net | 222.1 | 0 |
Intangible assets, net | 1,141.2 | 1,227.8 |
Goodwill | 3,367 | 3,361.5 |
Deferred income tax assets | 10.7 | 11.1 |
Other assets | 130.6 | 99.5 |
Total assets | 6,289.1 | 5,900.3 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 362.8 | 250.8 |
Acquisition-related liabilities | 81.3 | 12.7 |
Short-term debt and current portion of long-term debt | 24.9 | 672.8 |
Deferred revenues | 460.4 | 383.1 |
Operating lease liabilities, current | 39.4 | 0 |
Income taxes payable | 4.8 | 5.2 |
Total current liabilities | 973.6 | 1,324.6 |
Noncurrent liabilities: | ||
Long-term debt | 2,668.4 | 2,050.5 |
Deferred income tax liabilities | 322.2 | 350.6 |
Operating lease liabilities | 212.3 | 0 |
Acquisition-related liabilities | 0.2 | 28.3 |
Other liabilities | 48.7 | 75.7 |
Total liabilities | 4,225.4 | 3,829.7 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Verisk common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued and 163,651,530 and 163,970,410 shares outstanding, respectively | 0.1 | 0.1 |
Additional paid-in capital | 2,357.3 | 2,283 |
Treasury stock, at cost, 380,351,508 and 380,032,628 shares, respectively | (3,751.9) | (3,563.2) |
Retained earnings | 4,136.6 | 3,942.6 |
Accumulated other comprehensive losses | (678.4) | (591.9) |
Total stockholders’ equity | 2,063.7 | 2,070.6 |
Total liabilities and stockholders’ equity | $ 6,289.1 | $ 5,900.3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 9.2 | $ 5.7 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, issued (in shares) | 544,003,038 | 544,003,038 |
Common stock, outstanding (in shares) | 163,651,530 | 163,970,410 |
Treasury stock (in shares) | 380,351,508 | 380,032,628 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 652.7 | $ 598.7 | $ 1,930.3 | $ 1,781.2 |
Operating expenses: | ||||
Cost of revenues (exclusive of items shown separately below) | 242.9 | 219.2 | 717 | 662.2 |
Selling, general and administrative | 255 | 95.7 | 478.7 | 281 |
Depreciation and amortization of fixed assets | 45.8 | 39.5 | 138 | 121.6 |
Amortization of intangible assets | 33.3 | 33.2 | 100.1 | 98.5 |
Total operating expenses | 577 | 387.6 | 1,433.8 | 1,163.3 |
Operating income | 75.7 | 211.1 | 496.5 | 617.9 |
Other income (expense): | ||||
Investment (loss) income and others, net | (5.5) | 14.1 | (6.5) | 19.3 |
Interest expense | (31.3) | (32.4) | (93.7) | (97.1) |
Total other expense, net | (36.8) | (18.3) | (100.2) | (77.8) |
Income before income taxes | 38.9 | 192.8 | 396.3 | 540.1 |
Provision for income taxes | (6) | (26.8) | (78.6) | (87.6) |
Net income | $ 32.9 | $ 166 | $ 317.7 | $ 452.5 |
Basic net income per share (USD per shares) | $ 0.20 | $ 1.01 | $ 1.94 | $ 2.74 |
Diluted net income per share (USD per shares) | $ 0.20 | $ 0.99 | $ 1.91 | $ 2.68 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 163,580,563 | 164,829,250 | 163,617,580 | 164,962,647 |
Diluted (in shares) | 166,779,618 | 168,200,766 | 166,673,946 | 168,614,835 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 32.9 | $ 166 | $ 317.7 | $ 452.5 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | (87.3) | (35.7) | (89.7) | (98.6) |
Pension and postretirement liability adjustment | 1.1 | 0.3 | 3.2 | 2 |
Total other comprehensive loss | (86.2) | (35.4) | (86.5) | (96.6) |
Comprehensive (loss) income | $ (53.3) | $ 130.6 | $ 231.2 | $ 355.9 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Par Value | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Losses | Common Stock Issued |
Beginning balance (in shares) at Dec. 31, 2017 | 544,003,038 | ||||||
Beginning balance at Dec. 31, 2017 | $ 1,925.4 | $ 0.1 | $ 2,180.1 | $ (3,150.5) | $ 3,308 | $ (412.3) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 452.5 | 452.5 | |||||
Other comprehensive income (loss) | (96.6) | (96.6) | |||||
Treasury stock acquired | (282.2) | (282.2) | |||||
Stock options exercised | 78 | 58 | 20 | ||||
Restricted stock lapsed | 0 | (1.4) | 1.4 | ||||
Stock based compensation | 30.1 | 30.1 | |||||
Net share settlement from restricted stock awards | (3.5) | (3.5) | |||||
Other stock issuances | 2.3 | 2 | 0.3 | ||||
Ending balance (in shares) at Sep. 30, 2018 | 544,003,038 | ||||||
Ending balance at Sep. 30, 2018 | 2,141.2 | 0.1 | 2,265.3 | (3,411) | 3,796.4 | (509.6) | |
Beginning balance (in shares) at Jun. 30, 2018 | 544,003,038 | ||||||
Beginning balance at Jun. 30, 2018 | 2,073.6 | 0.1 | 2,235 | (3,317.7) | 3,630.4 | (474.2) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 166 | 166 | |||||
Other comprehensive income (loss) | (35.4) | (35.4) | |||||
Treasury stock acquired | (101.8) | (101.8) | |||||
Stock options exercised | 27.7 | 19.3 | 8.4 | ||||
Restricted stock lapsed | 0 | ||||||
Stock based compensation | 10.3 | 10.3 | |||||
Other stock issuances | 0.8 | 0.7 | 0.1 | ||||
Ending balance (in shares) at Sep. 30, 2018 | 544,003,038 | ||||||
Ending balance at Sep. 30, 2018 | $ 2,141.2 | 0.1 | 2,265.3 | (3,411) | 3,796.4 | (509.6) | |
Beginning balance (in shares) at Dec. 31, 2018 | 544,003,038 | 544,003,038 | |||||
Beginning balance at Dec. 31, 2018 | $ 2,070.6 | 0.1 | 2,283 | (3,563.2) | 3,942.6 | (591.9) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 317.7 | 317.7 | |||||
Common stock dividend | (123.7) | (123.7) | |||||
Other comprehensive income (loss) | (86.5) | (86.5) | |||||
Treasury stock acquired | (200) | (200) | |||||
Stock options exercised | 51.1 | 41.8 | 9.3 | ||||
Restricted stock lapsed | 0 | (1.6) | 1.6 | ||||
Stock based compensation | 36.4 | 36.4 | |||||
Net share settlement from restricted stock awards | (5.1) | (5.1) | |||||
Other stock issuances | $ 3.2 | 2.8 | 0.4 | ||||
Ending balance (in shares) at Sep. 30, 2019 | 544,003,038 | 544,003,038 | |||||
Ending balance at Sep. 30, 2019 | $ 2,063.7 | 0.1 | 2,357.3 | (3,751.9) | 4,136.6 | (678.4) | |
Beginning balance (in shares) at Jun. 30, 2019 | 544,003,038 | ||||||
Beginning balance at Jun. 30, 2019 | 2,210.7 | 0.1 | 2,336.9 | (3,679.4) | 4,145.3 | (592.2) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 32.9 | 32.9 | |||||
Common stock dividend | (41.6) | (41.6) | |||||
Other comprehensive income (loss) | (86.2) | (86.2) | |||||
Treasury stock acquired | (75) | (75) | |||||
Stock options exercised | 13 | 10.6 | 2.4 | ||||
Restricted stock lapsed | 0 | ||||||
Stock based compensation | 8.8 | 8.8 | |||||
Net share settlement from restricted stock awards | 0 | ||||||
Other stock issuances | $ 1.1 | 1 | 0.1 | ||||
Ending balance (in shares) at Sep. 30, 2019 | 544,003,038 | 544,003,038 | |||||
Ending balance at Sep. 30, 2019 | $ 2,063.7 | $ 0.1 | $ 2,357.3 | $ (3,751.9) | $ 4,136.6 | $ (678.4) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Treasury stock, shares acquired (in shares) | 490,716 | 862,957 | 1,488,779 | 2,574,123 |
Net share settlement (in shares) | 240 | 0 | 37,875 | 33,499 |
Other stock issuances (in shares) | 13,906 | 13,131 | 35,811 | 33,070 |
Common stock, dividends, per share, declared (in dollars per share) | $ 0.25 | $ 0.75 | ||
Stock option | ||||
Shares transferred from treasury stock (in shares) | 252,109 | 932,600 | 970,285 | 2,301,868 |
Restricted stock | ||||
Shares transferred from treasury stock (in shares) | 39,325 | 3,761 | 201,678 | 170,833 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||||
Net income | $ 32.9 | $ 166 | $ 317.7 | $ 452.5 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization of fixed assets | 45.8 | 39.5 | 138 | 121.6 |
Amortization of intangible assets | 33.3 | 33.2 | 100.1 | 98.5 |
Amortization of debt issuance costs and original issue discount, net of original issue premium | 1.6 | 1 | 3.5 | 3.1 |
Provision for doubtful accounts | 1.8 | 1.3 | 5.1 | 4.1 |
Realized gain on subordinated promissory note | 0 | (12.3) | 0 | (12.3) |
Loss on sale of assets | 6.2 | 0 | 6.2 | 0 |
Stock-based compensation | 8.8 | 10.3 | 36.4 | 30.1 |
Realized gain on available-for-sale securities, net | (0.1) | (0.2) | (0.7) | (0.3) |
Deferred income taxes | (27.4) | (7.6) | (27.4) | (8.7) |
Loss on disposal of fixed assets, net | 0 | 0.1 | 0 | 0.2 |
Changes in assets and liabilities, net of effects from acquisitions: | ||||
Accounts receivable | 35.2 | 18.5 | (54.5) | 15.7 |
Prepaid expenses and other assets | (9.2) | (2.4) | (19.9) | (22.4) |
Operating lease right-of-use assets, net | 9.9 | 0 | 28.5 | 0 |
Income taxes | 2.7 | 10.7 | 13.9 | 13.9 |
Acquisition-related liabilities | 44.9 | 0.2 | 40.5 | 0.4 |
Accounts payable and accrued liabilities | 138.7 | 41.1 | 152.7 | 37.8 |
Deferred revenues | (95.3) | (72.5) | 71.5 | 51.3 |
Operating lease liabilities | (8.7) | 0 | (27.2) | 0 |
Other liabilities | (7.5) | (0.3) | (4.5) | (24.5) |
Net cash provided by operating activities | 213.6 | 226.6 | 779.9 | 761 |
Cash flows from investing activities: | ||||
Acquisitions, net of cash acquired of $3.1 and $0, and $6.8 and $3.1, respectively | (40.4) | (0.5) | (109.5) | (61.4) |
Escrow funding associated with acquisitions | (4.5) | 0 | (4.5) | (6.3) |
Proceeds from subordinated promissory note | 0 | 121.4 | 0 | 121.4 |
Capital expenditures | (60.7) | (55.2) | (152.8) | (154.5) |
Other investing activities, net | (0.8) | 0.5 | (7.7) | (3) |
Net cash (used in) provided by investing activities | (106.4) | 66.2 | (274.5) | (103.8) |
Cash flows from financing activities: | ||||
Repayments of short-term debt, net | (60) | (195) | (405) | (430) |
Repayments of current portion of long-term debt | 0 | 0 | (250) | 0 |
Proceeds from issuance of long-term debt, inclusive of original issue premium and net of original issue discount | 221.8 | 0 | 619.7 | 0 |
Payment of debt issuance costs | (1.2) | 0 | (5.3) | 0 |
Repurchases of common stock | (75) | (102.8) | (200) | (282.2) |
Proceeds from stock options exercised | 13.5 | 27.7 | 45.8 | 74.7 |
Net share settlement from restricted stock awards | 0 | 0 | (5.1) | (3.5) |
Dividends paid | (40.8) | 0 | (122.7) | 0 |
Other financing activities, net | (6.9) | (1.3) | (12.2) | (7.5) |
Net cash provided by (used in) financing activities | 51.4 | (271.4) | (334.8) | (648.5) |
Effect of exchange rate changes | (0.1) | (5.8) | 1.7 | (3.4) |
Increase in cash and cash equivalents | 158.5 | 15.6 | 172.3 | 5.3 |
Cash and cash equivalents, beginning of period | 153.3 | 132 | 139.5 | 142.3 |
Cash and cash equivalents, end of period | 311.8 | 147.6 | 311.8 | 147.6 |
Supplemental disclosures: | ||||
Income taxes paid | 37.5 | 23.7 | 98.9 | 81.7 |
Interest paid | 16.5 | 17.5 | 77.1 | 81.4 |
Noncash investing and financing activities: | ||||
Debt issuance costs included in accounts payable and accrued liabilities | 1.3 | 0 | 1.3 | 0 |
Deferred tax liability established on date of acquisition | 2.9 | 0 | 2.8 | 5.1 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 0 | 0 | 247.6 | 0 |
Finance lease obligations | 9.8 | 1.4 | 19.2 | 12.8 |
Operating lease obligations | 2 | 0 | 3.3 | 0 |
Tenant improvements | 0.9 | 0.1 | 1.6 | 0.1 |
Fixed assets included in accounts payable and accrued liabilities | 0.5 | 1.8 | 0.5 | 1.8 |
Dividend payable included in other liabilities | $ 0.8 | $ 0 | $ 1 | $ 0 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Statement of Cash Flows [Abstract] | |||||
Cash acquired from acquisition | $ 6.8 | $ 3.1 | $ 0 | $ 6.8 | $ 3.1 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization | Organization: Verisk Analytics, Inc. and its consolidated subsidiaries (“Verisk” or the “Company”) is 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 draws on numerous data assets and domain expertise to provide first-to-market innovations that are integrated into customer workflows. Verisk offers 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 helps customers protect people, property, and financial assets. Verisk was 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. Over the past decade, the Company broadened its data assets, entered new markets, placed a greater emphasis on analytics, and pursued strategic acquisitions. Verisk trades under the ticker symbol “VRSK” on the Nasdaq Global Select Market. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies: The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the U.S. (“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 and liabilities, acquisition related liabilities, fair value of stock-based compensation for stock options granted, and assets and liabilities for pension and postretirement benefits. Actual results may ultimately differ from those estimates. The condensed consolidated financial statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018 , in the opinion of management, include all adjustments, consisting of normal recurring items, to present fairly the Company’s financial position, results of operations and cash flows. The operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year. Other than adopting Accounting Standard Codification ("ASC") 842, Leases ("ASC 842") and Regulatory Identifier Number ("RIN") 3235-AL82, Disclosure Update and Simplification issued by the Securities and Exchange Commission (“SEC”) as of January 1, 2019, the condensed consolidated financial statements and related notes as of and for the three and nine months ended September 30, 2019 have been prepared on the same basis as and should be read in conjunction with the annual report on Form 10-K for the year ended December 31, 2018 . Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules of the SEC. The Company believes the disclosures made are adequate to keep the information presented from being misleading. Certain reclassifications, including reflecting acquisition-related liabilities as a separate line item in 2019, have been made within the condensed consolidated balance sheets, condensed consolidated statements of cash flows and in the notes to conform to the respective 2019 presentation. (a) Leases In February 2016, the Financial Accounting Standards Board ("FASB") established ASC 842 which focused on increasing transparency and comparability related to leases among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The core principle of ASC 842 is that a lessee should recognize the assets and liabilities that arise from leases. This concept requires a lessee to recognize on the balance sheet a ROU asset representing the lessee’s right to use the underlying asset over the duration of the lease term and a liability to make lease payments. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure leases existing at, or entered into after the adoption date using a modified retrospective approach, with certain practical expedients available. The Company adopted ASC 842 on January 1, 2019 using the modified retrospective approach and elected the transition relief package of practical expedients by applying 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. The Company did not separate lease components from non-lease components for the specified asset classes. The election applies to all operating leases where fixed rent payments incorporate common area maintenance. For leases where the election does not apply, the common area maintenance is billed by the landlord separately. Additionally, the Company did not apply the recognition requirements under ASC 842 to short-term leases, generally defined as lease term of less than one year. The Company has operating and finance leases for corporate offices, data centers, and certain equipment. The leases have remaining lease terms ranging from one year to fourteen years, some of which include the options to extend the leases for up to twenty years, and some of which include the options to terminate the leases within one year. As of September 30, 2019 , extension and termination options have not been considered in the calculation of the ROU assets and lease liabilities as the Company determined it was not reasonably certain that it will exercise those options. The Company determines if an arrangement is a lease at inception. The Company considers 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 the Company’s right to use an underlying asset for the lease term and the lease liabilities represent its 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 lease payments over the lease term. As 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 incremental borrowing rate was calculated by using the Company's credit rating on its publicly-traded U.S. unsecured bonds and estimating an appropriate credit rating for similar secured debt instruments. The Company's calculated credit rating on secured debt instruments determined the yield curve used. The Company 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 in determining the borrowing rates for all operating leases. The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Lease expense for lease payments are recognized on a straight-line basis over the lease term. Operating lease transactions are included in "Operating lease right-of-use assets, net", and "Operating lease liabilities", current and noncurrent, within the accompanying condensed consolidated balance sheets. Finance leases are included in property and equipment under "Fixed assets, net", "Short-term debt and current portion of long-term debt", and "Long-term debt" within the accompanying condensed consolidated balance sheets. Recent Accounting Pronouncements In April 2019, the FASB issued Accounting Standards Update ("ASU") No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ("ASU No. 2019-04"). Topics addressed by the updates include recoveries in estimating expected credit losses, accrued interest accounting policy elections and practical expedients, transfers between loan classifications and debt security categories, contractual term extensions and renewal options, vintage disclosures for revolving line-of credit arrangements, reinsurance recoverables, expected prepayments in determining the discount rate used to estimate credit losses, and interest rate projections for variable-rate instruments. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company has decided not to early adopt the amendments. The adoption of ASU No. 2019-04 is not expected to have a material impact on the Company's condensed consolidated financial statements. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief ("ASU No. 2019-05"). This ASU amends the transition guidance in the new credit losses standard, ASC 326, Financial Instruments—Credit Losses . The amendments in this ASU are effective for entities that have adopted the amendments in Update 2016-13 for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. The Company has decided not to early adopt the amendments. The adoption of ASU No. 2019-05 is not expected to have a material impact on the Company's condensed consolidated financial statements. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 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. Disaggregated revenues by type of service and by country are provided below for the three and nine months ended September 30, 2019 and 2018 . No individual customer or country outside of the U.S. accounted for 10.0% or more of the Company's consolidated revenues for the three and nine months ended September 30, 2019 or 2018 . Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Insurance: Underwriting & rating $ 310.3 $ 285.1 $ 926.1 $ 854.6 Claims 156.5 142.6 460.4 415.1 Total Insurance 466.8 427.7 1,386.5 1,269.7 Energy and Specialized Markets 142.5 127.7 413.1 383.1 Financial Services 43.4 43.3 130.7 128.4 Total revenues $ 652.7 $ 598.7 $ 1,930.3 $ 1,781.2 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenues: U.S. $ 515.9 $ 464.0 $ 1,489.8 $ 1,373.9 U.K. 42.0 36.6 130.5 107.6 Other countries 94.8 98.1 310.0 299.7 Total revenues $ 652.7 $ 598.7 $ 1,930.3 $ 1,781.2 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 September 30, 2019 and December 31, 2018 , the Company 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 September 30, 2019 and December 31, 2018 , the Company had contract liabilities of $463.9 million and $385.1 million , respectively. The $78.8 million increase in contract liabilities from December 31, 2018 to September 30, 2019 was primarily due to billings of $338.2 million that were paid in advance, partially offset by $259.4 million of revenue recognized in the nine months ended September 30, 2019 . Contract liabilities, which are current and noncurrent, are included in "Deferred revenues" and "Other liabilities" in the condensed consolidated balance sheet, respectively, as of September 30, 2019 and December 31, 2018 . The Company’s 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 were $463.9 million and $385.1 million as of September 30, 2019 and December 31, 2018 , 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 September 30, 2019 and December 31, 2018 . The Company recognizes an asset for incremental costs of obtaining a contract with a customer if it expects the benefits of those costs to be longer than one year. As of September 30, 2019 and December 31, 2018 , the Company had deferred commissions of $58.5 million and $49.5 million , respectively, which have been included in "Prepaid expenses" and "Other assets" in the accompanying condensed consolidated balance sheets. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements: Certain assets and liabilities of the Company are reported at fair value in the accompanying condensed consolidated balance sheets. To increase consistency and comparability of assets and liabilities recorded at fair value, ASC 820-10, Fair Value Measurements (“ASC 820-10”), established a three-level fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value. ASC 820-10 requires disclosures detailing the extent to which 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 Company 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 or liabilities valued based on observable market data for similar instruments. 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 are internally-developed, and considers risk premiums that market participants would require. The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short-term debt approximate their carrying amounts because of the short-term nature of these instruments. The investments in registered investment companies, which are Level 1 assets measured at fair value on a recurring basis, were $3.4 million and $3.3 million as of September 30, 2019 and December 31, 2018 , respectively. Registered investment companies are valued using quoted prices in active markets multiplied by the number of shares owned and were included in "Other current assets" in the accompanying condensed consolidated balance sheet. The Company has elected not to carry its long-term debt at fair value. The carrying value of the long-term debt represents amortized cost less unamortized discount and debt issuance costs, net of unamortized premium. The Company assesses the fair value of these financial instruments based on an estimate of interest rates available to the Company for financial instruments with similar features, the Company’s current credit rating and spreads applicable to the Company. The following table summarizes the carrying value and estimated fair value of these financial instruments as of September 30, 2019 and December 31, 2018 , respectively: 2019 2018 Fair Value Hierarchy Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial instruments not carried at fair value: Long-term debt excluding finance lease liabilities and syndicated revolving credit facility debt issuance costs Level 2 $ 2,649.7 $ 2,906.3 $ 2,031.0 $ 2,347.4 As of September 30, 2019 and December 31, 2018 , the Company had securities of $14.0 million and $11.5 million which were accounted for as cost based investments under ASC 323-10-25, The Equity Method of Accounting for Investments in Common Stock ("ASC 323-10-25"). The Company does not have the ability to exercise significant influence over the investees’ operating and financial policies. As of September 30, 2019 and December 31, 2018 , the Company also had an investment in a limited partnership of $13.1 million and $5.9 million , respectively, accounted for in accordance with ASC 323-10-25 as an equity method investment. These investments were included in "Other assets" in the accompanying condensed consolidated balance sheet. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases: The following table presents the cumulative effect of the changes made to the condensed consolidated balance sheet as of January 1, 2019 as a result of the adoption of ASC 842: December 31, 2018 Adjustments due to ASC 842 January 1, 2019 Prepaid expenses $ 63.9 $ (0.2 ) $ 63.7 Operating lease right-of-use assets, net $ — $ 247.8 $ 247.8 Accounts payable and accrued liabilities $ 250.8 $ (2.0 ) $ 248.8 Operating lease liabilities, current $ — $ 39.5 $ 39.5 Operating lease liabilities, noncurrent $ — $ 236.4 $ 236.4 Other liabilities $ 75.7 $ (26.3 ) $ 49.4 The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, ROU assets obtained, weighted-average remaining lease terms, and weighted-average discount rates for finance and operating leases for the three and nine months ended September 30, 2019 . For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2019 Lease cost: Operating lease cost (1) $ 11.8 $ 35.9 Finance lease cost Depreciation of finance lease assets (2) 4.0 10.1 Interest on finance lease liabilities (3) 0.4 1.2 Total lease cost $ 16.2 $ 47.2 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ (10.8 ) $ (34.4 ) Operating cash outflows from finance leases $ (0.4 ) $ (1.2 ) Financing cash outflows from finance leases $ (6.9 ) $ (11.4 ) Weighted-average remaining lease term - operating leases 9.5 years 9.5 years Weighted-average remaining lease term - finance leases 2.8 years 2.8 years Weighted-average discount rate - operating leases 3.9% 3.9% Weighted-average discount rate - finance leases 4.5% 4.5% _______________ (1) Included in "Cost of revenues" and "Selling, general and administrative" expenses in the accompanying condensed consolidated statements of operations (2) Included in "Depreciation and amortization of fixed assets" in the accompanying condensed consolidated statements of operations (3) Included in "Interest expense" in the accompanying condensed consolidated statements of operations The ROU assets and lease liabilities for finance leases were $37.7 million and $35.7 million , respectively, as of September 30, 2019 . The ROU assets for finance leases were included in "Fixed assets, net" in the accompanying condensed consolidated balance sheets. The lease liabilities for finance leases were included in the "Short-term debt and current portion of long-term debt" and "Long-term debt" in the accompanying condensed consolidated balance sheets (see Note 9. Debt). Maturities of lease liabilities for the remainder of 2019 and the years through 2025 and thereafter are as follows: September 30, 2019 Years Ending Operating Leases Finance Leases 2019 $ 13.3 $ 4.9 2020 47.5 15.0 2021 37.5 12.5 2022 34.1 4.9 2023 29.3 0.6 2024 20.1 — 2025 and thereafter 127.6 — Total lease payments 309.4 37.9 Less: Amount representing interest (57.7 ) (2.2 ) Present value of total lease payments $ 251.7 $ 35.7 The following table summarizes the minimum rentals under long-term noncancelable leases for all leased premises, computer equipment and automobiles under ASC 840, Leases , as filed in the annual report on Form 10-K for the year ended December 31, 2018 : 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 Rent expense on operating leases approximated $11.6 million and $34.5 million for the three and nine months ended September 30, 2018 , respectively. |
Leases | Leases: The following table presents the cumulative effect of the changes made to the condensed consolidated balance sheet as of January 1, 2019 as a result of the adoption of ASC 842: December 31, 2018 Adjustments due to ASC 842 January 1, 2019 Prepaid expenses $ 63.9 $ (0.2 ) $ 63.7 Operating lease right-of-use assets, net $ — $ 247.8 $ 247.8 Accounts payable and accrued liabilities $ 250.8 $ (2.0 ) $ 248.8 Operating lease liabilities, current $ — $ 39.5 $ 39.5 Operating lease liabilities, noncurrent $ — $ 236.4 $ 236.4 Other liabilities $ 75.7 $ (26.3 ) $ 49.4 The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, ROU assets obtained, weighted-average remaining lease terms, and weighted-average discount rates for finance and operating leases for the three and nine months ended September 30, 2019 . For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2019 Lease cost: Operating lease cost (1) $ 11.8 $ 35.9 Finance lease cost Depreciation of finance lease assets (2) 4.0 10.1 Interest on finance lease liabilities (3) 0.4 1.2 Total lease cost $ 16.2 $ 47.2 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ (10.8 ) $ (34.4 ) Operating cash outflows from finance leases $ (0.4 ) $ (1.2 ) Financing cash outflows from finance leases $ (6.9 ) $ (11.4 ) Weighted-average remaining lease term - operating leases 9.5 years 9.5 years Weighted-average remaining lease term - finance leases 2.8 years 2.8 years Weighted-average discount rate - operating leases 3.9% 3.9% Weighted-average discount rate - finance leases 4.5% 4.5% _______________ (1) Included in "Cost of revenues" and "Selling, general and administrative" expenses in the accompanying condensed consolidated statements of operations (2) Included in "Depreciation and amortization of fixed assets" in the accompanying condensed consolidated statements of operations (3) Included in "Interest expense" in the accompanying condensed consolidated statements of operations The ROU assets and lease liabilities for finance leases were $37.7 million and $35.7 million , respectively, as of September 30, 2019 . The ROU assets for finance leases were included in "Fixed assets, net" in the accompanying condensed consolidated balance sheets. The lease liabilities for finance leases were included in the "Short-term debt and current portion of long-term debt" and "Long-term debt" in the accompanying condensed consolidated balance sheets (see Note 9. Debt). Maturities of lease liabilities for the remainder of 2019 and the years through 2025 and thereafter are as follows: September 30, 2019 Years Ending Operating Leases Finance Leases 2019 $ 13.3 $ 4.9 2020 47.5 15.0 2021 37.5 12.5 2022 34.1 4.9 2023 29.3 0.6 2024 20.1 — 2025 and thereafter 127.6 — Total lease payments 309.4 37.9 Less: Amount representing interest (57.7 ) (2.2 ) Present value of total lease payments $ 251.7 $ 35.7 The following table summarizes the minimum rentals under long-term noncancelable leases for all leased premises, computer equipment and automobiles under ASC 840, Leases , as filed in the annual report on Form 10-K for the year ended December 31, 2018 : 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 Rent expense on operating leases approximated $11.6 million and $34.5 million for the three and nine months ended September 30, 2018 , respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions: 2019 Acquisitions On March 29, 2019, the Company entered into a partnership 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 $69.1 million . The CaaS business has become part of the Company's Energy and Specialized Markets segment. This transaction strengthened the Company’s environmental health and safety services business and extended its global customer footprint and European operations. The preliminary purchase price allocation of the acquisition is presented in the table below. On July 31, 2019, the Company acquired 100 percent of the stock of Keystone Aerial Surveys, Inc. ("Keystone"), for a net cash purchase price of $29.9 million , of which $3.0 million represents indemnity escrows, to expand its remote imagery business. Keystone sources imagery by providing customers geospatial solutions and has become part of the claims category within the Company's Insurance segment. The preliminary purchase price allocation of the acquisition is presented as part of "Others' in the table below. On August 28, 2019, the Company acquired 100 percent of the asset 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 the Company's Insurance segment. The preliminary purchase price allocation of the acquisition is presented as part of "Others' in the table below. The preliminary purchase price allocation of the 2019 acquisitions resulted in the following: CaaS Others Total Cash and cash equivalents $ 3.7 $ 3.1 $ 6.8 Accounts receivable — 3.9 3.9 Other current assets 3.1 0.7 3.8 Fixed assets — 7.8 7.8 Operating lease right-of-use assets, net — 0.5 0.5 Intangible assets 34.4 10.0 44.4 Goodwill 42.9 26.5 69.4 Other assets — 4.7 4.7 Total assets acquired 84.1 57.2 141.3 Current liabilities (1.3 ) (1.3 ) (2.6 ) Deferred revenues (10.1 ) — (10.1 ) Operating lease liabilities — (0.5 ) (0.5 ) Deferred income tax, net 0.1 (2.9 ) (2.8 ) Other liabilities — (4.5 ) (4.5 ) Total liabilities assumed (11.3 ) (9.2 ) (20.5 ) Net assets acquired 72.8 48.0 120.8 Cash acquired (3.7 ) (3.1 ) (6.8 ) Net cash purchase price $ 69.1 $ 44.9 $ 114.0 The preliminary amounts assigned to intangible assets by type for the 2019 acquisitions are summarized in the table below: Weighted Average Useful Life Total Technology 7 years $ 6.9 Marketing 6 years 1.3 Customer 11 years 21.6 Database 10 years 14.6 Total intangible assets $ 44.4 The preliminary allocations of the purchase price for the 2018 and 2019 acquisitions with less than a year 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 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 goodwill associated with the Company’s 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 the ability to grow the Company through adding additional customer relationships or new solutions in the future. 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. For the nine months ended September 30, 2019 , the Company finalized the purchase accounting for the acquisitions of Marketview Limited, Business Insight Limited, and Validus-IVC Limited 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 condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 . For the three and nine months ended September 30, 2019 , the Company incurred transaction costs of $0.3 million and $1.6 million , respectively. For the three and nine months ended September 30, 2018 , the Company incurred transaction costs of $0 and $1.2 million , respectively. The transaction costs were included within "Selling, general and administrative" expenses in the accompanying condensed consolidated statements of operations. Of the total good will associated with the 2019 acquisitions of $69.4 million , $30.2 million associated with the stock purchase is not deductible for tax purposes. The 2019 acquisitions were immaterial, both individually and in the aggregate, to the Company's condensed consolidated financial statements for the three and nine months ended September 30, 2019 and 2018 , and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented. Acquisition Escrows and Related Liabilities Pursuant to the related acquisition agreements, the Company has funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition date. At September 30, 2019 and December 31, 2018 , the current portion of the escrows amounted to $0.7 million and $31.2 million , and the noncurrent portion of the escrows amounted to $12.9 million and $8.7 million , respectively. The decrease in the current portion of the escrows was primarily related to $30.8 million of escrow releases mostly associated with the Company's 2017 and 2018 acquisitions. The current and noncurrent portions of the escrows have been included in “Other current assets” and “Other assets” in the accompanying condensed consolidated balance sheets, respectively. The acquisitions of Emergent Network Intelligence Limited, Healix International Holdings Limited, Rebmark Legal Solutions Limited, PowerAdvocate, Inc. and Validus-IVC Limited include acquisition related contingencies, for which the sellers of these acquisitions could receive additional payments by achieving the specific predetermined revenue, EBITDA, and EBITDA margin earn-out targets for exceptional performance. The Company believes that the liabilities recorded as of September 30, 2019 and December 31, 2018 reflect the best estimate of acquisition related contingent payments. The associated current acquisition related liabilities were $81.3 million and $12.7 million as of September 30, 2019 and December 31, 2018 , respectively. The associated noncurrent acquisition related liabilities for these acquisitions were of $0.2 million and $28.3 million as of September 30, 2019 and December 31, 2018 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets: The following is a summary of the change in goodwill from December 31, 2018 through September 30, 2019 , both in total and as allocated to the Company’s operating segments: Insurance Energy and Specialized Markets Financial Services Total Goodwill at December 31, 2018 $ 833.8 $ 2,054.7 $ 473.0 $ 3,361.5 Current period acquisitions 26.5 42.9 — 69.4 Current period disposition — — (0.7 ) (0.7 ) Purchase accounting reclassification 0.3 — (0.1 ) 0.2 Foreign currency translation (14.1 ) (49.0 ) (0.3 ) (63.4 ) Goodwill at September 30, 2019 $ 846.5 $ 2,048.6 $ 471.9 $ 3,367.0 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. Goodwill impairment testing 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 the 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 goodwill. The Company completed the required annual impairment test as of June 30, 2019, and concluded that there was no impairment of goodwill. There were no triggering events for the three months ended September 30, 2019 that would impact the results of the impairment test performed as of June 30, 2019. The Company’s intangible assets and related accumulated amortization consisted of the following: Weighted Average Useful Life Cost Accumulated Amortization Net September 30, 2019 Technology 8 years $ 438.5 $ (281.1 ) $ 157.4 Marketing 16 years 249.6 (87.0 ) 162.6 Contract 6 years 5.0 (5.0 ) — Customer 14 years 723.7 (258.9 ) 464.8 Database 19 years 450.8 (94.4 ) 356.4 Total intangible assets $ 1,867.6 $ (726.4 ) $ 1,141.2 December 31, 2018 Technology 8 years $ 438.8 $ (255.5 ) $ 183.3 Marketing 16 years 255.8 (77.2 ) 178.6 Contract 6 years 5.0 (5.0 ) — Customer 14 years 718.2 (223.9 ) 494.3 Database 19 years 450.5 (78.9 ) 371.6 Total intangible assets $ 1,868.3 $ (640.5 ) $ 1,227.8 Amortization expense related to intangible assets for the three months ended September 30, 2019 and 2018 was $33.3 million and $ 33.2 million , respectively. Amortization expense related to intangible assets for the nine months ended September 30, 2019 and 2018 was $ 100.1 million and $ 98.5 million , respectively. Estimated amortization expense for the remainder of 2019 and the years through 2024 and thereafter for intangible assets subject to amortization is as follows: Year Amount 2019 $ 33.2 2020 130.5 2021 120.2 2022 109.3 2023 97.5 2024 and thereafter 650.5 $ 1,141.2 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes: The Company’s effective tax rate for the three and nine months ended September 30, 2019 was 15.5% and 19.8% compared to the effective tax rate for the three and nine months ended September 30, 2018 of 13.9% and 16.2% . The effective tax rate for the three months ended September 30, 2019 was higher than the September 30, 2018 effective tax rate due to the impact of nondeductible earn-out expenses in the current period, offset by favorable audit settlements in the current period. The effective tax rate for the nine months ended September 30, 2019 is higher than the effective tax rate for the nine months ended September 30, 2018 primarily due to the impact of lower tax benefits from equity compensation in the current period versus the prior period, as well as the impact of nondeductible earn-out expenses in the current period. The difference between statutory tax rates and the Company’s effective tax rate is primarily due to tax benefits attributable to equity compensation, offset by additional state and local income taxes. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt: The following table presents short-term and long-term debt by issuance as of September 30, 2019 and December 31, 2018 : Issuance Date Maturity Date 2019 2018 Short-term debt and current portion of long-term debt: Syndicated revolving credit facility Various Various $ 10.0 $ 415.0 Senior notes: 4.875% senior notes 12/8/2011 1/15/2019 — 250.0 Finance lease liabilities (1) Various Various 14.9 7.8 Short-term debt and current portion of long-term 24.9 672.8 Long-term debt: Senior notes: 4.125% senior notes (2) , inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $13.9 03/06/2019 03/15/2029 613.9 — 4.000% senior notes, less unamortized discount and debt issuance costs of $(7.0) and $(7.9), respectively 05/15/2015 06/15/2025 893.0 892.1 5.500% senior notes, less unamortized discount and debt issuance costs of $(4.6) and $(4.7), respectively 05/15/2015 06/15/2045 345.4 345.3 4.125% senior notes, less unamortized discount and debt issuance costs of $(1.8) and $(2.3), respectively 09/12/2012 09/12/2022 348.2 347.7 5.800% senior notes, less unamortized discount and debt issuance costs of $(0.8) and $(1.2), respectively 04/06/2011 05/01/2021 449.2 448.8 Finance lease liabilities (1) Various Various 20.8 19.5 Syndicated revolving credit facility debt issuance Various Various (2.1 ) (2.9 ) Long-term debt 2,668.4 2,050.5 Total debt $ 2,693.3 $ 2,723.3 _______________ (1) Refer to Note 5. Leases (2) The Company offered an additional issuance of these notes on September 6, 2019. On January 15, 2019 , the Company utilized borrowings from its the Credit Facility and cash from operations to repay the 4.875% senior notes in full in an amount of $250.0 million . On March 6, 2019 , the Company completed an issuance of $400.0 million aggregate principal amount of 4.125% senior notes due 2029 (the "2029 notes"), which were issued at a discount of $2.1 million and the Company incurred debt issuance costs of $4.1 million . On September 6, 2019 , the Company completed an additional issuance of $200.0 million aggregate principal amount of the 2029 notes that were issued at a premium of $21.8 million and the Company incurred debt issuance costs of $1.9 million . The 2029 notes mature on March 15, 2029 and accrue interest at a fixed rate of 4.125% per annum. Interest is payable semiannually on the 2029 notes on March 15th and September 15th of each year, beginning on March 15, 2020. The original issue discount, original issue premium and debt issuance costs were recorded in "Long-term debt" in the accompanying condensed consolidated balance sheets and these costs will be amortized to "Interest expense" in the accompanying consolidated statements of operations over the life of the 2029 notes. The net proceeds from the issuance of the 2029 notes were utilized to support the acquisition of Genscape (See Note 16. Subsequent Events), partially repay the Credit Facility and for general corporate purposes. The indenture governing the 2029 notes restricts the Company's 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's assets, or merge with or into, any other person or entity. As of September 30, 2019 and December 31, 2018 , the Company had senior notes with an aggregate principal amount of $2,650.0 million and $2,300.0 million outstanding, respectively, and was in compliance with their financial and other debt covenants. On August 15, 2019, the Company entered into the Fourth Amendment (the "Amendment") to the committed senior unsecured Syndicated Revolving Credit Facility (the "Credit Facility") with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, 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 the Northern Trust Company, which reduced the borrowing capacity from $1,500.0 million to $1,000.0 million , extended the maturity date to August 15, 2024, and amended the pricing grid. Interest on borrowings under the Amendment 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 Amendment also contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, investments, and capital expenditures. These covenants 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 funded debt leverage ratio of less than 3.5 to 1.0. At the election of the Company, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.0 to 1.0 for no more than once and 4.25 to 1.0 in any subsequent request for no more than once. 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"). As of September 30, 2019 , the Company was in compliance with all financial and other debt covenants under the Credit Facility. As of September 30, 2019 and December 31, 2018 , the available capacity under the Credit Facility was $984.8 million and $1,078.9 million , net of the letters of credit of $5.2 million and $6.1 million , respectively. In connection with the Amendment, the Company incurred additional debt issuance costs of $0.6 million , which will be amortized to "Interest expense" within the accompanying condensed consolidated statements of operations over the remaining life of the Credit Facility. In addition, due to the reduction in the available capacity as part of the Amendment, previously capitalized debt issuance costs of $0.7 million were written off and recorded to "Interest expense" in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2019 . Subsequent to September 30, 2019, the Company had borrowings of $250.0 million and repayments of $10.0 million under the Credit Facility. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity: The Company has 2,000,000,000 shares of authorized common stock as of September 30, 2019 and December 31, 2018 . The Company's common shares have rights to any dividend declared by the board of directors (the "Board"), subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all current members of the Board. The Company has 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 Company did no t issue any preferred shares as of September 30, 2019 . At September 30, 2019 and December 31, 2018 , the adjusted closing price of Verisk's common stock was $158.14 and $108.47 per share, respectively. On February 13, 2019, April 29, 2019 and July 24, 2019, the Company’s Board approved a cash dividend of $0.25 per share of common stock issued and outstanding to the holders of record as of March 15, 2019, June 14, 2019 and September 13, 2019, respectively. The cash dividend of $40.9 million , $41.0 million , and $40.8 million was paid on March 29, 2019, June 28, 2019 and September 30, 2019 and recorded as a reduction to retained earnings, respectively. Share Repurchase Program Since May 2010, the Company has authorized repurchases of up to $3,300.0 million of its common stock through its Repurchase Program. The Company has repurchased shares with an aggregate value of $3,072.4 million . The Company repurchased 1,488,779 shares of common stock with an aggregate value of $200.0 million during the nine months ended September 30, 2019 . As of September 30, 2019 , the Company had $227.6 million available to repurchase shares through its Repurchase Program. In December 2018, March 2019, and June 2019, the Company entered into Accelerated Share Repurchase ("ASR") agreements to repurchase shares of its common stock for an aggregate purchase price of $75.0 million , $50.0 million and $75.0 million , respectively, with Morgan Stanley & Co. LLC and HSBC Bank USA, N.A. The ASR agreements are each accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to the Company's common stock. The forward stock purchase agreements are each classified as an equity instrument under ASC 815-40, Contracts in Entity's Own Equity ("ASC 815-40") and were deemed to have a fair value of zero at the respective effective date. Upon payments of the aggregate purchase price on January 2, 2019, April 1, 2019, and July 1, 2019, the Company received an aggregate delivery of 550,257 , 300,752 , and 409,668 shares of its common stock at a price of $109.04 , $133.00 , and $146.46 , respectively. Upon the final settlement of the ASR agreements in March 2019, June 2019, and September 2019, the Company received additional shares of 86,333 , 60,721 , and 81,048 , respectively, as determined by the volume weighted average share price of Verisk's 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 condensed consolidated statements of changes in stockholders' equity for the nine months ended September 30, 2019 . The total of 1,488,779 shares for the nine months ended September 30, 2019 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS"). Treasury Stock As of September 30, 2019 , the Company’s treasury stock consisted of 380,351,508 shares of common stock, carried at cost. During the nine months ended September 30, 2019 , the Company transferred 1,169,899 shares of common stock from the treasury shares at a weighted average treasury stock price of $9.67 per share. Earnings Per Share Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding, using the treasury stock method, if the dilutive potential common shares, including vested and nonvested stock options, nonvested restricted stock awards, nonvested restricted stock units, nonvested performance awards consisting of performance share units (“PSU”), and nonvested deferred stock units, had been issued. The following is a presentation of the numerators and denominators of the basic and diluted EPS computations for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator used in basic and diluted EPS: Net income $ 32.9 $ 166.0 $ 317.7 $ 452.5 Denominator: Weighted average number of common shares used in basic EPS 163,580,563 164,829,250 163,617,580 164,962,647 Effect of dilutive shares: Potential common shares issuable from stock options and stock awards 3,199,055 3,371,516 3,056,366 3,652,188 Weighted average number of common shares and dilutive potential common shares used in diluted EPS 166,779,618 168,200,766 166,673,946 168,614,835 The potential shares of common stock that were excluded from diluted EPS were 870,606 and 956,014 for the three months ended September 30, 2019 and 2018 , and 606,100 and 622,199 for the nine months ended September 30, 2019 and 2018 , respectively, because the effect of including these potential shares was anti-dilutive. Accumulated Other Comprehensive Losses The following is a summary of accumulated other comprehensive losses as of September 30, 2019 and December 31, 2018 : 2019 2018 Foreign currency translation adjustment $ (578.2 ) $ (488.5 ) Pension and postretirement adjustment, net of tax (100.2 ) (103.4 ) Accumulated other comprehensive losses $ (678.4 ) $ (591.9 ) The before tax and after tax amounts of other comprehensive income (loss) for the three and nine months ended September 30, 2019 and 2018 are summarized below: Before Tax Tax (Expense) Benefit After Tax For the Three Months Ended September 30, 2019 Foreign currency translation adjustment $ (87.3 ) $ — $ (87.3 ) Pension and postretirement adjustment before reclassifications 2.0 (0.3 ) 1.7 Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1) (0.8 ) 0.2 (0.6 ) Pension and postretirement adjustment 1.2 (0.1 ) 1.1 Total other comprehensive loss $ (86.1 ) $ (0.1 ) $ (86.2 ) For the Three Months Ended September 30, 2018 Foreign currency translation adjustment $ (35.7 ) $ — $ (35.7 ) Pension and postretirement adjustment before reclassifications 1.9 (0.8 ) 1.1 Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1) (0.9 ) 0.1 (0.8 ) Pension and postretirement adjustment 1.0 (0.7 ) 0.3 Total other comprehensive loss $ (34.7 ) $ (0.7 ) $ (35.4 ) Before Tax Tax (Expense) Benefit After Tax For the Nine Months Ended September 30, 2019 Foreign currency translation adjustment $ (89.7 ) $ — $ (89.7 ) Pension and postretirement adjustment before reclassifications 7.7 (1.6 ) 6.1 Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1) (3.8 ) 0.9 (2.9 ) Pension and postretirement adjustment 3.9 (0.7 ) 3.2 Total other comprehensive loss $ (85.8 ) $ (0.7 ) $ (86.5 ) For the Nine Months Ended September 30, 2018 Foreign currency translation adjustment $ (98.6 ) $ — $ (98.6 ) Pension and postretirement adjustment before reclassifications 5.6 (1.5 ) 4.1 Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1) (2.7 ) 0.6 (2.1 ) Pension and postretirement adjustment 2.9 (0.9 ) 2.0 Total other comprehensive loss $ (95.7 ) $ (0.9 ) $ (96.6 ) _______________ (1) These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in the accompanying condensed consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (see Note 12. Pension and Postretirement Benefits for additional details). |
Equity Compensation Plans
Equity Compensation Plans | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity Compensation Plans | Equity Compensation Plans: Equity Compensation Plans All of the Company’s outstanding stock options, restricted stock awards, and performance share units ("PSU") are covered under the 2013 Incentive Plan or 2009 Incentive Plan. Awards under the 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 2013 Incentive Plan. The Company transferred common stock under these plans from the Company’s treasury shares. As of September 30, 2019 , there were 4,381,854 shares of common stock reserved and available for future issuance under the 2013 Incentive Plan. Cash received from stock option exercises for the three months ended September 30, 2019 and 2018 was $13.5 million and $27.7 million , respectively. Cash received from stock option exercises for the nine months ended September 30, 2019 and 2018 was $45.8 million and $74.7 million , respectively. The Company granted equity awards to key employees of the Company. The nonqualified stock options have an exercise price equal to the adjusted closing price of the Company’s common stock on the grant date, with a ten -year contractual term. The fair value of the restricted stock is determined using the closing price of the Company’s common stock on the grant date. The restricted stock is not assignable or transferable until it becomes vested. PSUs vest at the end of a three -year performance period, subject to the recipient’s continued service. Each PSU represents the right to receive one share of Verisk common stock and the ultimate realization is based on the Company’s achievement of certain market performance criteria and may range from 0% to 200% of the recipient’s target levels of 100% established on the grant date. The fair value of PSUs is determined on the grant date using the Monte Carlo Simulation model. The Company recognizes the expense of the equity awards ratably over the vesting period, which could be up to four years . The Company’s sharesave plan (“UK Sharesave Plan”) offers qualifying employees in the United Kingdom the opportunity to own shares of the Company’s common stock. Employees who elect to participate are granted stock options, of which the exercise price is equal to the adjusted closing price of the Company’s 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 nine months ended September 30, 2019 and 2018 , the Company granted 18,713 and 19,247 stock options under the UK Sharesave Plan at a discounted exercise price of $136.35 and $101.27 , respectively. A summary of the status of the stock options, restricted stock, and PSUs awarded under the 2013 Incentive Plan as of December 31, 2018 and September 30, 2019 and changes during the interim period are presented below: Stock Option Restricted Stock PSU Number Weighted Aggregate Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share (in millions) Outstanding at December 31, 2018 6,820,046 $ 67.27 $ 284.9 533,335 $ 88.55 42,050 $ 140.70 Granted 897,849 $ 135.12 163,541 $ 135.36 51,792 $ 173.59 Dividend reinvestment — $ — — $ — 239 Not applicable Exercised or lapsed (970,348 ) $ 52.78 $ 84.0 (209,712 ) $ 84.60 — Canceled, expired or forfeited (144,258 ) $ 94.63 (25,077 ) $ 109.94 — Outstanding at September 30, 2019 6,603,289 $ 78.04 $ 528.9 462,087 $ 98.63 94,081 $ 158.85 Exercisable at September 30, 2019 4,415,326 $ 63.32 $ 418.7 Exercisable at December 31, 2018 4,360,117 $ 55.94 $ 231.5 Nonvested at September 30, 2019 2,187,963 455,547 94,081 Expected to vest at September 30, 2019 1,852,243 428,029 183,231 (1) _______________ (1) Includes estimated performance achievement The fair value of the stock options granted for the nine months ended September 30, 2019 and 2018 was estimated using a Black-Scholes valuation model that uses the weighted average assumptions noted in the following table: 2019 2018 Option pricing model Black-Scholes Black-Scholes Expected volatility 18.76 % 18.51 % Risk-free interest rate 2.27 % 2.52 % Expected term in years 4.4 years 4.4 years Dividend yield 0.80 % — Weighted average grant date fair value per stock option $ 24.09 $ 21.37 The expected term for the stock options 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 historical daily closing prices over the most recent period that is commensurate with the expected term of the stock option award. The expected dividend yield was based on the Company’s expected annual dividend rate on the date of grant. Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the adjusted closing price of Verisk common stock as of the reporting date. Excess tax benefits from exercised stock options were recorded as income tax benefit in the condensed 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. The weighted average remaining contractual terms were 5.88 years and 4.60 years for outstanding and exercisable stock options, respectively, as of September 30, 2019 . The Company’s employee stock purchase plan (“US ESPP”) offers eligible employees in the United States the opportunity to purchase shares of the Company’s common stock at a discount of its fair market value at the time of purchase. During the nine months ended September 30, 2019 and 2018 , the Company issued 23,321 and 21,988 shares of common stock at a weighted discounted price of $138.02 and $105.14 for the ESPP, respectively. As of September 30, 2019 , there was $88.2 million of total unrecognized compensation costs, exclusive of the impact of vesting upon retirement eligibility, related to nonvested stock-based compensation arrangements granted under the 2009 and 2013 Incentive Plans. That cost is expected to be recognized over a weighted average period of 2.57 years. The total grant date fair value of options vested was $13.0 million and $12.4 million during the nine months ended September 30, 2019 and 2018 , respectively. The total grant date fair value of restricted stock vested during the nine months ended September 30, 2019 and 2018 was $15.3 million and $13.7 million , respectively. The total grant date fair value of PSUs vested during the nine months ended September 30, 2019 and 2018 was $3.0 million and $1.0 million , respectively. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Pension and Postretirement Benefits | Pension and Postretirement Benefits: The Company maintains a frozen qualified defined benefit pension plan for certain of its employees through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. The Company also applies a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which is credited annually based on the interest earned on the previous year-end cash balance. The Company also has a frozen non-qualified supplemental cash balance plan (“SERP”) for certain employees. The SERP is funded from the general assets of the Company. The Company also provides certain healthcare and life insurance benefits to certain qualifying 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 components of net periodic (benefit) cost for the three and nine months ended September 30, are summarized below: Pension Plan and SERP Postretirement Plan For the Three Months Ended September 30, 2019 2018 2019 2018 Interest cost $ 3.4 $ 3.8 $ — $ — Expected return on plan assets (7.1 ) (8.2 ) — — Amortization of net actuarial loss 0.7 0.8 0.1 0.1 Net periodic (benefit) cost $ (3.0 ) $ (3.6 ) $ 0.1 $ 0.1 Employer contributions, net $ 0.2 $ 0.2 $ (0.1 ) $ 0.2 Pension Plan and SERP Postretirement Plan For the Nine Months Ended September 30, 2019 2018 2019 2018 Interest cost $ 11.8 $ 11.4 $ 0.2 $ 0.2 Expected return on plan assets (22.6 ) (24.6 ) (0.1 ) (0.1 ) Amortization of prior service cost 0.1 0.1 (0.1 ) (0.1 ) Amortization of net actuarial loss 3.5 2.4 0.3 0.3 Net periodic (benefit) cost $ (7.2 ) $ (10.7 ) $ 0.3 $ 0.3 Employer contributions, net $ 0.6 $ 0.7 $ (0.4 ) $ (0.1 ) The expected contributions to the Pension Plan, SERP and Postretirement Plan for the year ending December 31, 2019 are consistent with the amounts previously disclosed as of December 31, 2018 . |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting: ASC 280-10, Disclosures About Segments of an Enterprise and Related Information (“ASC 280-10”), establishes standards for reporting information about operating segments. ASC 280-10 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’s President and CEO is identified as the CODM as defined by ASC 280-10. The operating segments of the Company are the following: Insurance, Energy and Specialized Markets, and Financial Services. These three operating segments are also the Company's reportable segments. Each of the 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 the Company's revenue recognition policy. Below is the overview of the solutions offered within each reportable segment. Insurance: The Company is the leading provider of statistical, actuarial and underwriting data for the U.S. P&C insurance industry. The Company’s 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 uses 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 Company also develops solutions that its customers use to analyze key processes in managing risk. The Company’s combination of algorithms and analytic methods incorporates its proprietary data to generate solutions. In most cases, the Company’s 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 develops catastrophe and extreme event models and offers solutions covering natural and man-made risks, including acts of terrorism. The Company further develops solutions that allow customers to quantify costs after loss events occur. The Company's 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 offers 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’s underwriting & rating, insurance anti-fraud claims, catastrophe modeling, loss quantification and aerial imagery solutions are included in this segment. Energy and Specialized Markets: The Company is a leading provider of data analytics via hosted platform for the global energy, chemicals, and metals and mining industries. Its 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 gathers and manages 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 Company also helps businesses and governments better anticipate and manage climate and weather-related risks. The Company's analytical tools measure and observe environmental properties and translate those measurements into actionable information based on customer needs. The Company further offers a suite of data and information services that enable improved compliance with global Environmental Health and Safety requirements related to the safe manufacturing, distribution, transportation, usage, and disposal of chemicals and products. The Company’s energy business, environmental health and safety services and, weather risk solutions are included in this segment. Financial Services: The Company maintains 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's 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's bankruptcy management solutions assist creditors, debt servicing businesses and credit services to enhance regulatory compliance by eliminating stay violation and portfolio valuation risk. As of July 15, 2019, the Company sold its retail analytics solution business for $2.0 million excluding contingent and indemnity escrows of $0.4 million . The sale resulted in a loss of $6.2 million that was included within "Investment (loss) income and others, net" in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2019 . The three aforementioned operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The Company uses 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-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 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, the CODM does not evaluate the financial performance of each segment based on assets. See Note 3. Revenues for information on disaggregated revenues by type of service and by country. The following table provides the Company’s revenue and EBITDA by reportable segment for the three and nine months ended September 30, 2019 and 2018 , and the reconciliation of EBITDA to income before income taxes as shown in the accompanying condensed consolidated statements of operations: For the Three Months Ended September 30, 2019 September 30, 2018 Insurance Energy and Specialized Markets Financial Services Total Insurance Energy and Specialized Markets Financial Services Total Revenues $ 466.8 $ 142.5 $ 43.4 $ 652.7 $ 427.7 $ 127.7 $ 43.3 $ 598.7 Expenses: Cost of revenues (exclusive of items shown separately below) (158.6 ) (60.0 ) (24.3 ) (242.9 ) (142.1 ) (53.2 ) (23.9 ) (219.2 ) Selling, general and administrative (195.5 ) (54.7 ) (4.8 ) (255.0 ) (57.5 ) (34.1 ) (4.1 ) (95.7 ) Investment (loss) income and others, net (0.5 ) 1.2 (6.2 ) (5.5 ) 12.0 0.8 1.3 14.1 EBITDA $ 112.2 $ 29.0 $ 8.1 149.3 $ 240.1 $ 41.2 $ 16.6 297.9 Depreciation and amortization of fixed assets (45.8 ) (39.5 ) Amortization of intangible assets (33.3 ) (33.2 ) Interest expense (31.3 ) (32.4 ) Income before income taxes $ 38.9 $ 192.8 For the Nine Months Ended September 30, 2019 September 30, 2018 Insurance Energy and Specialized Markets Financial Services Total Insurance Energy and Specialized Markets Financial Services Total Revenues $ 1,386.5 $ 413.1 $ 130.7 $ 1,930.3 $ 1,269.7 $ 383.1 $ 128.4 $ 1,781.2 Expenses: Cost of revenues (exclusive of items shown separately below) (467.6 ) (176.2 ) (73.2 ) (717.0 ) (422.2 ) (164.7 ) (75.3 ) (662.2 ) Selling, general and administrative (330.1 ) (132.9 ) (15.7 ) (478.7 ) (163.3 ) (103.6 ) (14.1 ) (281.0 ) Investment (loss) income and others, net (0.6 ) 0.5 (6.4 ) (6.5 ) 16.2 1.2 1.9 19.3 EBITDA $ 588.2 $ 104.5 $ 35.4 728.1 $ 700.4 $ 116.0 $ 40.9 857.3 Depreciation and amortization of fixed assets (138.0 ) (121.6 ) Amortization of intangible assets (100.1 ) (98.5 ) Interest expense (93.7 ) (97.1 ) Income before income taxes $ 396.3 $ 540.1 Long-lived assets by country are provided below: September 30, 2019 December 31, 2018 Long-lived assets: U.S $ 2,554.4 $ 2,335.8 U.K. 2,477.4 2,595.5 Other countries 426.3 324.5 Total long-lived assets $ 5,458.1 $ 5,255.8 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties: The Company considers its stockholders that own more than 5.0% of the outstanding common stock to be related parties as defined within ASC 850, Related Party Disclosures . As of September 30, 2019 and December 31, 2018 , the Company had no |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: The Company is a party to legal proceedings with respect to a variety of matters in the ordinary course of business, including the matters described below. With respect to ongoing matters, the Company is 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 the Company’s results of operations, financial position or cash flows. In the case of the 360Value Litigation, this is primarily because the matter is generally in early stages and discovery has not yet commenced. Although the Company believes it has strong defenses and intends to vigorously defend these matters, the Company could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations, financial position or cash flows. Xactware Solutions, Inc. Patent Litigation On October 8, 2015, the Company was 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 alleged that the Company’s Roof InSight (now known as Geomni Roof), Property InSight product (now known as Geomni Property) and Aerial Sketch product in combination with the Company's Xactimate product infringe seven patents owned by Eagle View and Pictometry namely, Patent Nos. 8,078,436 (the "436 patent"), 8,170,840 (the "840 patent"), 8,209,152 (the "152 patent"), 8,542,880 (the "880 patent"), 8,818,770 (the "770 patent"), 8,823,732 (the "732 patent"), and 8,825,454 (the "454 patent"). On November 30, 2015, plaintiffs filed a First Amended Complaint adding Patent Nos. 9,129,376 (the "376 patent") and 9,135,737 (the "737 patent") to the lawsuit. The First Amended Complaint sought 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 entered a Joint Stipulated Order of Partial Dismissal with Prejudice dismissing all claims or assertions pertaining to the 880 and 732 patents, and certain asserted claims of the 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, 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 closed in 2018 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 the Company’s motion for summary judgment of equitable estoppel. On January 29, 2019, the Court denied the Company’s motion for summary judgment of unpatentability pursuant to Section 101 of the Patent Statute. Thereafter, Eagle View dropped the 737 patent and further reduced the number of asserted claims from the five remaining Patents in Suit to 6 asserted claims. On September 25, 2019, following a trial, the jury determined that the Company had willfully infringed the 6 asserted claims, and assessed damages in the amount of $125.0 million , for which the Company has recorded a reserve. The impact associated with the reserve was included in the "Selling, general and administrative" in the accompanying condensed consolidated statements of operations. Eagle View has indicated that it plans to petition the Court to award up to treble damages. The Company plans to appeal these results. After trial, Plaintiff moved for a temporary restraining order (“TRO”) and a permanent injunction preventing defendants’ 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 defendants’ sales of the Geomni Roof, Geomni Property and Aerial Sketch products in combination with Xactimate. At this time, it is not reasonably possible to determine the ultimate resolution of this matter. 360Value Litigation On December 10, 2018, the Company was 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 the Company, 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 the Company’s 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. Defendants filed their motions to dismiss the Second Amended Complaint on March 8, 2019. On July 2, 2019, the Court granted those motions, dismissing various claims with leave to amend, and dismissing other claims with prejudice. Plaintiffs filed their Third Amended Complaint on August 1, 2019. As in the Second Amended Complaint plaintiffs claim in the Third Amended Complaint that defendants violated federal antitrust law as well as California consumer protection law and common law. Defendants filed their motions to dismiss the Third Amended Complaint on September 19, 2019. The motions will be fully submitted on October 31, 2019 with oral argument scheduled on November 27, 2019. At this time, it is not reasonably possible to determine the ultimate resolution of, or estimate the liability related to, this matter. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events: On August 26, 2019, the Company entered into a stock purchase agreement to acquire Genscape, Inc. (“Genscape”), a global provider of real-time data and intelligence for commodity and energy markets, for approximately $364.0 million in cash. Genscape will become part of the Energy and Specialized Markets segment, and will enhance the Wood Mackenzie business’ existing sector intelligence in energy data and analytics. The purchase price is expected to be funded from the additional issuance of $200.0 million of the 2029 notes (See Note 9. Debt), proceeds from the Credit Facility, and the general assets of the Company. The transaction is anticipated to close in the fourth quarter of 2019, subject to the completion of customary closing conditions. This information will be included in the annual report on Form 10-K for the year ending December 31, 2019. In September 2019, the Company entered into an additional ASR agreement with HSBC Bank USA, N.A. to repurchase shares of its common stock for an aggregate purchase price of $50.0 million . Upon payment of the aggregate purchase price on October 1, 2019, the Company received an initial delivery of 252,940 shares of its common stock at a price of $158.14 per share, representing approximately $40.0 million of the aggregate purchase price. Upon the final settlement of the ASR agreement in December 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 counter-party. On October 10, 2019, the Company acquired 100 percent of the stock of BuildFax, Inc. ("BuildFax") for a net cash purchase price of $42.2 million , after an estimated working capital adjustment of $0.7 million , and 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 the Company's Insurance segment while helping underwriters gain insight into changes in the property insured. The purchase price was funded from the general assets of the Company and proceeds from the Credit Facility, and will be adjusted subsequent to close to reflect the final balances of certain working capital accounts and other closing adjustments. This information will be included in the annual report on Form 10-K for the year ending December 31, 2019. On October 23, 2019, the Company's Board approved a cash dividend of $0.25 per share of common stock issued and outstanding, payable on December 31, 2019, to the holders of record as of December 13, 2019. The dividend is recorded, subsequent to September 30, 2019 , as a reduction to retained earnings and will be adjusted for actual payments. ************** |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Leases | Leases In February 2016, the Financial Accounting Standards Board ("FASB") established ASC 842 which focused on increasing transparency and comparability related to leases among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The core principle of ASC 842 is that a lessee should recognize the assets and liabilities that arise from leases. This concept requires a lessee to recognize on the balance sheet a ROU asset representing the lessee’s right to use the underlying asset over the duration of the lease term and a liability to make lease payments. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure leases existing at, or entered into after the adoption date using a modified retrospective approach, with certain practical expedients available. The Company adopted ASC 842 on January 1, 2019 using the modified retrospective approach and elected the transition relief package of practical expedients by applying 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. The Company did not separate lease components from non-lease components for the specified asset classes. The election applies to all operating leases where fixed rent payments incorporate common area maintenance. For leases where the election does not apply, the common area maintenance is billed by the landlord separately. Additionally, the Company did not apply the recognition requirements under ASC 842 to short-term leases, generally defined as lease term of less than one year. The Company has operating and finance leases for corporate offices, data centers, and certain equipment. The leases have remaining lease terms ranging from one year to fourteen years, some of which include the options to extend the leases for up to twenty years, and some of which include the options to terminate the leases within one year. As of September 30, 2019 , extension and termination options have not been considered in the calculation of the ROU assets and lease liabilities as the Company determined it was not reasonably certain that it will exercise those options. The Company determines if an arrangement is a lease at inception. The Company considers 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 the Company’s right to use an underlying asset for the lease term and the lease liabilities represent its 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 lease payments over the lease term. As 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 incremental borrowing rate was calculated by using the Company's credit rating on its publicly-traded U.S. unsecured bonds and estimating an appropriate credit rating for similar secured debt instruments. The Company's calculated credit rating on secured debt instruments determined the yield curve used. The Company 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 in determining the borrowing rates for all operating leases. The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Lease expense for lease payments are recognized on a straight-line basis over the lease term. Operating lease transactions are included in "Operating lease right-of-use assets, net", and "Operating lease liabilities", current and noncurrent, within the accompanying condensed consolidated balance sheets. Finance leases are included in property and equipment under "Fixed assets, net", "Short-term debt and current portion of long-term debt", and "Long-term debt" within the accompanying condensed consolidated balance sheets. |
Segment Reporting | ASC 280-10, Disclosures About Segments of an Enterprise and Related Information |
Related Party Disclosures | The Company considers its stockholders that own more than 5.0% of the outstanding common stock to be related parties as defined within ASC 850, Related Party Disclosures . As of September 30, 2019 and December 31, 2018 , the Company had no material transactions with related parties. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregated revenues by type of service and by country are provided below for the three and nine months ended September 30, 2019 and 2018 . No individual customer or country outside of the U.S. accounted for 10.0% or more of the Company's consolidated revenues for the three and nine months ended September 30, 2019 or 2018 . Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Insurance: Underwriting & rating $ 310.3 $ 285.1 $ 926.1 $ 854.6 Claims 156.5 142.6 460.4 415.1 Total Insurance 466.8 427.7 1,386.5 1,269.7 Energy and Specialized Markets 142.5 127.7 413.1 383.1 Financial Services 43.4 43.3 130.7 128.4 Total revenues $ 652.7 $ 598.7 $ 1,930.3 $ 1,781.2 Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenues: U.S. $ 515.9 $ 464.0 $ 1,489.8 $ 1,373.9 U.K. 42.0 36.6 130.5 107.6 Other countries 94.8 98.1 310.0 299.7 Total revenues $ 652.7 $ 598.7 $ 1,930.3 $ 1,781.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Value and Estimated Fair Value of Long-Term Debt | The following table summarizes the carrying value and estimated fair value of these financial instruments as of September 30, 2019 and December 31, 2018 , respectively: 2019 2018 Fair Value Hierarchy Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial instruments not carried at fair value: Long-term debt excluding finance lease liabilities and syndicated revolving credit facility debt issuance costs Level 2 $ 2,649.7 $ 2,906.3 $ 2,031.0 $ 2,347.4 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of New Accounting Pronouncements | The following table presents the cumulative effect of the changes made to the condensed consolidated balance sheet as of January 1, 2019 as a result of the adoption of ASC 842: December 31, 2018 Adjustments due to ASC 842 January 1, 2019 Prepaid expenses $ 63.9 $ (0.2 ) $ 63.7 Operating lease right-of-use assets, net $ — $ 247.8 $ 247.8 Accounts payable and accrued liabilities $ 250.8 $ (2.0 ) $ 248.8 Operating lease liabilities, current $ — $ 39.5 $ 39.5 Operating lease liabilities, noncurrent $ — $ 236.4 $ 236.4 Other liabilities $ 75.7 $ (26.3 ) $ 49.4 |
Lease, Cost and Other Information | The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, ROU assets obtained, weighted-average remaining lease terms, and weighted-average discount rates for finance and operating leases for the three and nine months ended September 30, 2019 . For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2019 Lease cost: Operating lease cost (1) $ 11.8 $ 35.9 Finance lease cost Depreciation of finance lease assets (2) 4.0 10.1 Interest on finance lease liabilities (3) 0.4 1.2 Total lease cost $ 16.2 $ 47.2 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ (10.8 ) $ (34.4 ) Operating cash outflows from finance leases $ (0.4 ) $ (1.2 ) Financing cash outflows from finance leases $ (6.9 ) $ (11.4 ) Weighted-average remaining lease term - operating leases 9.5 years 9.5 years Weighted-average remaining lease term - finance leases 2.8 years 2.8 years Weighted-average discount rate - operating leases 3.9% 3.9% Weighted-average discount rate - finance leases 4.5% 4.5% _______________ (1) Included in "Cost of revenues" and "Selling, general and administrative" expenses in the accompanying condensed consolidated statements of operations (2) Included in "Depreciation and amortization of fixed assets" in the accompanying condensed consolidated statements of operations (3) Included in "Interest expense" in the accompanying condensed consolidated statements of operations |
Finance Lease, Liability, Maturity | Maturities of lease liabilities for the remainder of 2019 and the years through 2025 and thereafter are as follows: September 30, 2019 Years Ending Operating Leases Finance Leases 2019 $ 13.3 $ 4.9 2020 47.5 15.0 2021 37.5 12.5 2022 34.1 4.9 2023 29.3 0.6 2024 20.1 — 2025 and thereafter 127.6 — Total lease payments 309.4 37.9 Less: Amount representing interest (57.7 ) (2.2 ) Present value of total lease payments $ 251.7 $ 35.7 |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities for the remainder of 2019 and the years through 2025 and thereafter are as follows: September 30, 2019 Years Ending Operating Leases Finance Leases 2019 $ 13.3 $ 4.9 2020 47.5 15.0 2021 37.5 12.5 2022 34.1 4.9 2023 29.3 0.6 2024 20.1 — 2025 and thereafter 127.6 — Total lease payments 309.4 37.9 Less: Amount representing interest (57.7 ) (2.2 ) Present value of total lease payments $ 251.7 $ 35.7 |
Operating Leases and Capital Leases, Fiscal Year Maturity | The following table summarizes the minimum rentals under long-term noncancelable leases for all leased premises, computer equipment and automobiles under ASC 840, Leases , as filed in the annual report on Form 10-K for the year ended December 31, 2018 : 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 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary purchase price allocation of the 2019 acquisitions resulted in the following: CaaS Others Total Cash and cash equivalents $ 3.7 $ 3.1 $ 6.8 Accounts receivable — 3.9 3.9 Other current assets 3.1 0.7 3.8 Fixed assets — 7.8 7.8 Operating lease right-of-use assets, net — 0.5 0.5 Intangible assets 34.4 10.0 44.4 Goodwill 42.9 26.5 69.4 Other assets — 4.7 4.7 Total assets acquired 84.1 57.2 141.3 Current liabilities (1.3 ) (1.3 ) (2.6 ) Deferred revenues (10.1 ) — (10.1 ) Operating lease liabilities — (0.5 ) (0.5 ) Deferred income tax, net 0.1 (2.9 ) (2.8 ) Other liabilities — (4.5 ) (4.5 ) Total liabilities assumed (11.3 ) (9.2 ) (20.5 ) Net assets acquired 72.8 48.0 120.8 Cash acquired (3.7 ) (3.1 ) (6.8 ) Net cash purchase price $ 69.1 $ 44.9 $ 114.0 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The preliminary amounts assigned to intangible assets by type for the 2019 acquisitions are summarized in the table below: Weighted Average Useful Life Total Technology 7 years $ 6.9 Marketing 6 years 1.3 Customer 11 years 21.6 Database 10 years 14.6 Total intangible assets $ 44.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Change in Goodwill | The following is a summary of the change in goodwill from December 31, 2018 through September 30, 2019 , both in total and as allocated to the Company’s operating segments: Insurance Energy and Specialized Markets Financial Services Total Goodwill at December 31, 2018 $ 833.8 $ 2,054.7 $ 473.0 $ 3,361.5 Current period acquisitions 26.5 42.9 — 69.4 Current period disposition — — (0.7 ) (0.7 ) Purchase accounting reclassification 0.3 — (0.1 ) 0.2 Foreign currency translation (14.1 ) (49.0 ) (0.3 ) (63.4 ) Goodwill at September 30, 2019 $ 846.5 $ 2,048.6 $ 471.9 $ 3,367.0 |
Intangible Assets and Related Accumulated Amortization | The Company’s intangible assets and related accumulated amortization consisted of the following: Weighted Average Useful Life Cost Accumulated Amortization Net September 30, 2019 Technology 8 years $ 438.5 $ (281.1 ) $ 157.4 Marketing 16 years 249.6 (87.0 ) 162.6 Contract 6 years 5.0 (5.0 ) — Customer 14 years 723.7 (258.9 ) 464.8 Database 19 years 450.8 (94.4 ) 356.4 Total intangible assets $ 1,867.6 $ (726.4 ) $ 1,141.2 December 31, 2018 Technology 8 years $ 438.8 $ (255.5 ) $ 183.3 Marketing 16 years 255.8 (77.2 ) 178.6 Contract 6 years 5.0 (5.0 ) — Customer 14 years 718.2 (223.9 ) 494.3 Database 19 years 450.5 (78.9 ) 371.6 Total intangible assets $ 1,868.3 $ (640.5 ) $ 1,227.8 |
Estimated Amortization Expense | Estimated amortization expense for the remainder of 2019 and the years through 2024 and thereafter for intangible assets subject to amortization is as follows: Year Amount 2019 $ 33.2 2020 130.5 2021 120.2 2022 109.3 2023 97.5 2024 and thereafter 650.5 $ 1,141.2 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt | The following table presents short-term and long-term debt by issuance as of September 30, 2019 and December 31, 2018 : Issuance Date Maturity Date 2019 2018 Short-term debt and current portion of long-term debt: Syndicated revolving credit facility Various Various $ 10.0 $ 415.0 Senior notes: 4.875% senior notes 12/8/2011 1/15/2019 — 250.0 Finance lease liabilities (1) Various Various 14.9 7.8 Short-term debt and current portion of long-term 24.9 672.8 Long-term debt: Senior notes: 4.125% senior notes (2) , inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $13.9 03/06/2019 03/15/2029 613.9 — 4.000% senior notes, less unamortized discount and debt issuance costs of $(7.0) and $(7.9), respectively 05/15/2015 06/15/2025 893.0 892.1 5.500% senior notes, less unamortized discount and debt issuance costs of $(4.6) and $(4.7), respectively 05/15/2015 06/15/2045 345.4 345.3 4.125% senior notes, less unamortized discount and debt issuance costs of $(1.8) and $(2.3), respectively 09/12/2012 09/12/2022 348.2 347.7 5.800% senior notes, less unamortized discount and debt issuance costs of $(0.8) and $(1.2), respectively 04/06/2011 05/01/2021 449.2 448.8 Finance lease liabilities (1) Various Various 20.8 19.5 Syndicated revolving credit facility debt issuance Various Various (2.1 ) (2.9 ) Long-term debt 2,668.4 2,050.5 Total debt $ 2,693.3 $ 2,723.3 _______________ (1) Refer to Note 5. Leases (2) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following is a presentation of the numerators and denominators of the basic and diluted EPS computations for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator used in basic and diluted EPS: Net income $ 32.9 $ 166.0 $ 317.7 $ 452.5 Denominator: Weighted average number of common shares used in basic EPS 163,580,563 164,829,250 163,617,580 164,962,647 Effect of dilutive shares: Potential common shares issuable from stock options and stock awards 3,199,055 3,371,516 3,056,366 3,652,188 Weighted average number of common shares and dilutive potential common shares used in diluted EPS 166,779,618 168,200,766 166,673,946 168,614,835 |
Summary of Accumulated Other Comprehensive Losses | The following is a summary of accumulated other comprehensive losses as of September 30, 2019 and December 31, 2018 : 2019 2018 Foreign currency translation adjustment $ (578.2 ) $ (488.5 ) Pension and postretirement adjustment, net of tax (100.2 ) (103.4 ) Accumulated other comprehensive losses $ (678.4 ) $ (591.9 ) |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The before tax and after tax amounts of other comprehensive income (loss) for the three and nine months ended September 30, 2019 and 2018 are summarized below: Before Tax Tax (Expense) Benefit After Tax For the Three Months Ended September 30, 2019 Foreign currency translation adjustment $ (87.3 ) $ — $ (87.3 ) Pension and postretirement adjustment before reclassifications 2.0 (0.3 ) 1.7 Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1) (0.8 ) 0.2 (0.6 ) Pension and postretirement adjustment 1.2 (0.1 ) 1.1 Total other comprehensive loss $ (86.1 ) $ (0.1 ) $ (86.2 ) For the Three Months Ended September 30, 2018 Foreign currency translation adjustment $ (35.7 ) $ — $ (35.7 ) Pension and postretirement adjustment before reclassifications 1.9 (0.8 ) 1.1 Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1) (0.9 ) 0.1 (0.8 ) Pension and postretirement adjustment 1.0 (0.7 ) 0.3 Total other comprehensive loss $ (34.7 ) $ (0.7 ) $ (35.4 ) Before Tax Tax (Expense) Benefit After Tax For the Nine Months Ended September 30, 2019 Foreign currency translation adjustment $ (89.7 ) $ — $ (89.7 ) Pension and postretirement adjustment before reclassifications 7.7 (1.6 ) 6.1 Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1) (3.8 ) 0.9 (2.9 ) Pension and postretirement adjustment 3.9 (0.7 ) 3.2 Total other comprehensive loss $ (85.8 ) $ (0.7 ) $ (86.5 ) For the Nine Months Ended September 30, 2018 Foreign currency translation adjustment $ (98.6 ) $ — $ (98.6 ) Pension and postretirement adjustment before reclassifications 5.6 (1.5 ) 4.1 Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (1) (2.7 ) 0.6 (2.1 ) Pension and postretirement adjustment 2.9 (0.9 ) 2.0 Total other comprehensive loss $ (95.7 ) $ (0.9 ) $ (96.6 ) _______________ (1) These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in the accompanying condensed consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (see Note 12. Pension and Postretirement Benefits for additional details). |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options Outstanding | A summary of the status of the stock options, restricted stock, and PSUs awarded under the 2013 Incentive Plan as of December 31, 2018 and September 30, 2019 and changes during the interim period are presented below: Stock Option Restricted Stock PSU Number Weighted Aggregate Number of Shares Weighted Average Grant Date Fair Value Per Share Number of Shares Weighted Average Grant Date Fair Value Per Share (in millions) Outstanding at December 31, 2018 6,820,046 $ 67.27 $ 284.9 533,335 $ 88.55 42,050 $ 140.70 Granted 897,849 $ 135.12 163,541 $ 135.36 51,792 $ 173.59 Dividend reinvestment — $ — — $ — 239 Not applicable Exercised or lapsed (970,348 ) $ 52.78 $ 84.0 (209,712 ) $ 84.60 — Canceled, expired or forfeited (144,258 ) $ 94.63 (25,077 ) $ 109.94 — Outstanding at September 30, 2019 6,603,289 $ 78.04 $ 528.9 462,087 $ 98.63 94,081 $ 158.85 Exercisable at September 30, 2019 4,415,326 $ 63.32 $ 418.7 Exercisable at December 31, 2018 4,360,117 $ 55.94 $ 231.5 Nonvested at September 30, 2019 2,187,963 455,547 94,081 Expected to vest at September 30, 2019 1,852,243 428,029 183,231 (1) _______________ (1) Includes estimated performance achievement |
Valuation Assumptions | The fair value of the stock options granted for the nine months ended September 30, 2019 and 2018 was estimated using a Black-Scholes valuation model that uses the weighted average assumptions noted in the following table: 2019 2018 Option pricing model Black-Scholes Black-Scholes Expected volatility 18.76 % 18.51 % Risk-free interest rate 2.27 % 2.52 % Expected term in years 4.4 years 4.4 years Dividend yield 0.80 % — Weighted average grant date fair value per stock option $ 24.09 $ 21.37 |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic (Benefit) Cost | The components of net periodic (benefit) cost for the three and nine months ended September 30, are summarized below: Pension Plan and SERP Postretirement Plan For the Three Months Ended September 30, 2019 2018 2019 2018 Interest cost $ 3.4 $ 3.8 $ — $ — Expected return on plan assets (7.1 ) (8.2 ) — — Amortization of net actuarial loss 0.7 0.8 0.1 0.1 Net periodic (benefit) cost $ (3.0 ) $ (3.6 ) $ 0.1 $ 0.1 Employer contributions, net $ 0.2 $ 0.2 $ (0.1 ) $ 0.2 Pension Plan and SERP Postretirement Plan For the Nine Months Ended September 30, 2019 2018 2019 2018 Interest cost $ 11.8 $ 11.4 $ 0.2 $ 0.2 Expected return on plan assets (22.6 ) (24.6 ) (0.1 ) (0.1 ) Amortization of prior service cost 0.1 0.1 (0.1 ) (0.1 ) Amortization of net actuarial loss 3.5 2.4 0.3 0.3 Net periodic (benefit) cost $ (7.2 ) $ (10.7 ) $ 0.3 $ 0.3 Employer contributions, net $ 0.6 $ 0.7 $ (0.4 ) $ (0.1 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Reconciliations To Income Before Income Taxes | The following table provides the Company’s revenue and EBITDA by reportable segment for the three and nine months ended September 30, 2019 and 2018 , and the reconciliation of EBITDA to income before income taxes as shown in the accompanying condensed consolidated statements of operations: For the Three Months Ended September 30, 2019 September 30, 2018 Insurance Energy and Specialized Markets Financial Services Total Insurance Energy and Specialized Markets Financial Services Total Revenues $ 466.8 $ 142.5 $ 43.4 $ 652.7 $ 427.7 $ 127.7 $ 43.3 $ 598.7 Expenses: Cost of revenues (exclusive of items shown separately below) (158.6 ) (60.0 ) (24.3 ) (242.9 ) (142.1 ) (53.2 ) (23.9 ) (219.2 ) Selling, general and administrative (195.5 ) (54.7 ) (4.8 ) (255.0 ) (57.5 ) (34.1 ) (4.1 ) (95.7 ) Investment (loss) income and others, net (0.5 ) 1.2 (6.2 ) (5.5 ) 12.0 0.8 1.3 14.1 EBITDA $ 112.2 $ 29.0 $ 8.1 149.3 $ 240.1 $ 41.2 $ 16.6 297.9 Depreciation and amortization of fixed assets (45.8 ) (39.5 ) Amortization of intangible assets (33.3 ) (33.2 ) Interest expense (31.3 ) (32.4 ) Income before income taxes $ 38.9 $ 192.8 For the Nine Months Ended September 30, 2019 September 30, 2018 Insurance Energy and Specialized Markets Financial Services Total Insurance Energy and Specialized Markets Financial Services Total Revenues $ 1,386.5 $ 413.1 $ 130.7 $ 1,930.3 $ 1,269.7 $ 383.1 $ 128.4 $ 1,781.2 Expenses: Cost of revenues (exclusive of items shown separately below) (467.6 ) (176.2 ) (73.2 ) (717.0 ) (422.2 ) (164.7 ) (75.3 ) (662.2 ) Selling, general and administrative (330.1 ) (132.9 ) (15.7 ) (478.7 ) (163.3 ) (103.6 ) (14.1 ) (281.0 ) Investment (loss) income and others, net (0.6 ) 0.5 (6.4 ) (6.5 ) 16.2 1.2 1.9 19.3 EBITDA $ 588.2 $ 104.5 $ 35.4 728.1 $ 700.4 $ 116.0 $ 40.9 857.3 Depreciation and amortization of fixed assets (138.0 ) (121.6 ) Amortization of intangible assets (100.1 ) (98.5 ) Interest expense (93.7 ) (97.1 ) Income before income taxes $ 396.3 $ 540.1 |
Long-lived Assets by Geographic Areas | Long-lived assets by country are provided below: September 30, 2019 December 31, 2018 Long-lived assets: U.S $ 2,554.4 $ 2,335.8 U.K. 2,477.4 2,595.5 Other countries 426.3 324.5 Total long-lived assets $ 5,458.1 $ 5,255.8 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | |
Operating and financing lease, extension lease term | 20 years |
Operating and financing lease, option to terminate | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating and financing lease, remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating and financing lease, remaining lease term | 14 years |
Revenues - Disaggregated Revenu
Revenues - Disaggregated Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 652.7 | $ 598.7 | $ 1,930.3 | $ 1,781.2 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 515.9 | 464 | 1,489.8 | 1,373.9 |
U.K. | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 42 | 36.6 | 130.5 | 107.6 |
Other countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 94.8 | 98.1 | 310 | 299.7 |
Insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 466.8 | 427.7 | 1,386.5 | 1,269.7 |
Insurance | Underwriting & rating | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 310.3 | 285.1 | 926.1 | 854.6 |
Insurance | Claims | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 156.5 | 142.6 | 460.4 | 415.1 |
Energy and Specialized Markets | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 142.5 | 127.7 | 413.1 | 383.1 |
Financial Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 43.4 | $ 43.3 | $ 130.7 | $ 128.4 |
Revenues - (Details)
Revenues - (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, asset | $ 0 | $ 0 |
Deferred revenues | 463,900,000 | $ 385,100,000 |
Increase in contract liabilities | 78,800,000 | |
Billings paid in advance | 338,200,000 | |
Revenue recognized | 259,400,000 | |
Revenue, remaining performance obligation | $ 463,900,000 | |
Revenue, remaining performance obligation, current, percentage | 99.00% | 99.00% |
Deferred commissions | $ 58,500,000 | $ 49,500,000 |
Fair Value Measurements - (Deta
Fair Value Measurements - (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Equity method investments | $ 14 | $ 11.5 |
Limited Partner | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Equity method investments | 13.1 | 5.9 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Registered investment companies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Registered investment companies | $ 3.4 | $ 3.3 |
Fair Value Measurements - Summ
Fair Value Measurements - Summary of Carrying Value and Estimated Fair Value of Long-Term Debt (Details) - Level 2 - Recurring basis - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt excluding finance lease liabilities, carrying value | $ 2,649.7 | $ 2,031 |
Long-term debt excluding finance lease liabilities, estimated fair value | $ 2,906.3 | $ 2,347.4 |
Leases - Cumulative Effect (Det
Leases - Cumulative Effect (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Mar. 29, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | ||||
Prepaid expenses | $ 71.9 | $ 63.7 | $ 63.9 | |
Operating lease right-of-use assets, net | 222.1 | $ 0.5 | 247.8 | 0 |
Accounts payable and accrued liabilities | 362.8 | 248.8 | 250.8 | |
Operating lease liabilities, current | 39.4 | $ 0.5 | 39.5 | 0 |
Operating lease liabilities, noncurrent | 212.3 | 236.4 | 0 | |
Other liabilities | $ 48.7 | 49.4 | $ 75.7 | |
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Prepaid expenses | (0.2) | |||
Operating lease right-of-use assets, net | 247.8 | |||
Accounts payable and accrued liabilities | (2) | |||
Operating lease liabilities, current | 39.5 | |||
Operating lease liabilities, noncurrent | 236.4 | |||
Other liabilities | $ (26.3) |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Leases [Abstract] | ||
Operating lease cost | $ 11.8 | $ 35.9 |
Depreciation of finance lease assets | 4 | 10.1 |
Interest on finance lease liabilities | 0.4 | 1.2 |
Total lease cost | 16.2 | 47.2 |
Operating cash outflows from operating leases | (10.8) | (34.4) |
Operating cash outflows from finance leases | (0.4) | (1.2) |
Financing cash outflows from finance leases | $ (6.9) | $ (11.4) |
Weighted-average remaining lease term - operating leases | 9 years 6 months | 9 years 6 months |
Weighted-average remaining lease term - finance leases | 2 years 9 months 18 days | 2 years 9 months 18 days |
Weighted-average discount rate - operating leases | 3.90% | 3.90% |
Weighted-average discount rate - finance leases | 4.50% | 4.50% |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | |
Leases [Abstract] | |||
Finance lease, right-of-use asset, net | $ 37.7 | ||
Finance lease | $ 35.7 | ||
Rent expense | $ 11.6 | $ 34.5 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Millions | Sep. 30, 2019USD ($) |
Operating Leases | |
2019 | $ 13.3 |
2020 | 47.5 |
2021 | 37.5 |
2022 | 34.1 |
2023 | 29.3 |
2024 | 20.1 |
2025 and thereafter | 127.6 |
Total lease payments | 309.4 |
Less: Amount representing interest | (57.7) |
Present value of total lease payments | 251.7 |
Finance Leases | |
2019 | 4.9 |
2020 | 15 |
2021 | 12.5 |
2022 | 4.9 |
2023 | 0.6 |
2024 | 0 |
2025 and thereafter | 0 |
Total lease payments | 37.9 |
Less: Amount representing interest | (2.2) |
Present value of total lease payments | $ 35.7 |
Leases - Non Cancellable Leases
Leases - Non Cancellable Leases Maturities (Details) $ in Millions | Dec. 31, 2018USD ($) |
Operating Leases | |
2019 | $ 46 |
2020 | 46.3 |
2021 | 37.2 |
2022 | 33.8 |
2023 | 28.9 |
2024 and thereafter | 147.6 |
Net minimum lease payments | 339.8 |
Capital Leases | |
2019 | 8.3 |
2020 | 9.5 |
2021 | 8.6 |
2022 | 2.8 |
2023 | 0 |
2024 and thereafter | 0 |
Net minimum lease payments | 29.2 |
Less: Amount representing interest | (1.9) |
Present value of net minimum lease capital payments | $ 27.3 |
Acquisitions - Additional Info
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Aug. 28, 2019 | Jul. 31, 2019 | Mar. 29, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||
Escrow deposit | $ 12.9 | $ 12.9 | $ 8.7 | |||||
Goodwill | $ 69.4 | 3,367 | 3,367 | 3,361.5 | ||||
Current portion of escrow | 0.7 | 0.7 | 31.2 | |||||
Escrow deposit, current, release | 30.8 | 30.8 | ||||||
Contingent consideration, payable | 81.3 | 81.3 | 12.7 | |||||
Acquisition related liabilities | 0.2 | 0.2 | $ 28.3 | |||||
2019 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs | 0.3 | 1.6 | ||||||
Goodwill | 69.4 | |||||||
Non tax deductible, goodwill | $ 30.2 | $ 30.2 | ||||||
CaaS | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | 69.1 | |||||||
Goodwill | $ 42.9 | |||||||
Keystone | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 29.9 | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Escrow deposit | $ 3 | |||||||
PPW | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 15 | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Escrow deposit | $ 1.5 | |||||||
2018 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs | $ 0 | $ 1.2 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Mar. 29, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 6.8 | |||||||
Accounts receivable | 3.9 | |||||||
Other current assets | 3.8 | |||||||
Fixed assets | 7.8 | |||||||
Operating lease right-of-use assets, net | $ 222.1 | 0.5 | $ 222.1 | $ 222.1 | $ 247.8 | $ 0 | ||
Intangible assets | 44.4 | |||||||
Goodwill | 3,367 | 69.4 | 3,367 | 3,367 | 3,361.5 | |||
Other assets | 4.7 | |||||||
Total assets acquired | 141.3 | |||||||
Current liabilities | (2.6) | |||||||
Deferred revenues | (10.1) | |||||||
Operating lease liabilities | (39.4) | (0.5) | (39.4) | (39.4) | $ (39.5) | $ 0 | ||
Deferred income tax, net | (2.8) | |||||||
Other liabilities | (4.5) | |||||||
Total liabilities assumed | (20.5) | |||||||
Net assets acquired | 120.8 | |||||||
Cash acquired | (6.8) | (3.1) | $ 0 | (6.8) | $ (3.1) | |||
Net cash purchase price | 114 | |||||||
CaaS | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 3.7 | |||||||
Accounts receivable | 0 | |||||||
Other current assets | 3.1 | |||||||
Fixed assets | 0 | |||||||
Operating lease right-of-use assets, net | 0 | |||||||
Intangible assets | 34.4 | |||||||
Goodwill | 42.9 | |||||||
Other assets | 0 | |||||||
Total assets acquired | 84.1 | |||||||
Current liabilities | (1.3) | |||||||
Deferred revenues | (10.1) | |||||||
Operating lease liabilities | 0 | |||||||
Deferred income tax, net | 0.1 | |||||||
Other liabilities | 0 | |||||||
Total liabilities assumed | (11.3) | |||||||
Net assets acquired | 72.8 | |||||||
Cash acquired | (3.7) | |||||||
Net cash purchase price | $ 69.1 | |||||||
Others | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 3.1 | 3.1 | 3.1 | |||||
Accounts receivable | 3.9 | 3.9 | 3.9 | |||||
Other current assets | 0.7 | 0.7 | 0.7 | |||||
Fixed assets | 7.8 | 7.8 | 7.8 | |||||
Operating lease right-of-use assets, net | 0.5 | 0.5 | 0.5 | |||||
Intangible assets | 10 | 10 | 10 | |||||
Goodwill | 26.5 | 26.5 | 26.5 | |||||
Other assets | 4.7 | 4.7 | 4.7 | |||||
Total assets acquired | 57.2 | 57.2 | 57.2 | |||||
Current liabilities | (1.3) | (1.3) | (1.3) | |||||
Deferred revenues | 0 | 0 | 0 | |||||
Operating lease liabilities | (0.5) | (0.5) | (0.5) | |||||
Deferred income tax, net | (2.9) | (2.9) | (2.9) | |||||
Other liabilities | (4.5) | (4.5) | (4.5) | |||||
Total liabilities assumed | (9.2) | (9.2) | (9.2) | |||||
Net assets acquired | $ 48 | $ 48 | 48 | |||||
Cash acquired | (3.1) | |||||||
Net cash purchase price | $ 44.9 |
Acquisitions - Intangible Asse
Acquisitions - Intangible Assets Acquired (Details) $ in Millions | Mar. 29, 2019USD ($) |
Business Acquisition [Line Items] | |
Finite-lived intangible assets acquired | $ 44.4 |
Technology-related | |
Business Acquisition [Line Items] | |
Weighted average useful life (in years) | 7 years |
Finite-lived intangible assets acquired | $ 6.9 |
Marketing | |
Business Acquisition [Line Items] | |
Weighted average useful life (in years) | 6 years |
Finite-lived intangible assets acquired | $ 1.3 |
Customer | |
Business Acquisition [Line Items] | |
Weighted average useful life (in years) | 11 years |
Finite-lived intangible assets acquired | $ 21.6 |
Database | |
Business Acquisition [Line Items] | |
Weighted average useful life (in years) | 10 years |
Finite-lived intangible assets acquired | $ 14.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Change in Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 3,361.5 |
Current period acquisitions | 69.4 |
Current period disposition | (0.7) |
Purchase accounting reclassification | 0.2 |
Foreign currency translation | (63.4) |
Goodwill, ending balance | 3,367 |
Operating Segments | Insurance | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 833.8 |
Current period acquisitions | 26.5 |
Current period disposition | 0 |
Purchase accounting reclassification | 0.3 |
Foreign currency translation | (14.1) |
Goodwill, ending balance | 846.5 |
Operating Segments | Energy and Specialized Markets | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 2,054.7 |
Current period acquisitions | 42.9 |
Current period disposition | 0 |
Purchase accounting reclassification | 0 |
Foreign currency translation | (49) |
Goodwill, ending balance | 2,048.6 |
Operating Segments | Financial Services | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 473 |
Current period acquisitions | 0 |
Current period disposition | (0.7) |
Purchase accounting reclassification | (0.1) |
Foreign currency translation | (0.3) |
Goodwill, ending balance | $ 471.9 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, impairment loss | $ 0 | |||
Amortization of intangible assets | $ 33,300,000 | $ 33,200,000 | $ 100,100,000 | $ 98,500,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,867.6 | $ 1,868.3 |
Accumulated Amortization | (726.4) | (640.5) |
Net | $ 1,141.2 | $ 1,227.8 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 8 years | 8 years |
Cost | $ 438.5 | $ 438.8 |
Accumulated Amortization | (281.1) | (255.5) |
Net | $ 157.4 | $ 183.3 |
Marketing | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 16 years | 16 years |
Cost | $ 249.6 | $ 255.8 |
Accumulated Amortization | (87) | (77.2) |
Net | $ 162.6 | $ 178.6 |
Contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 6 years | 6 years |
Cost | $ 5 | $ 5 |
Accumulated Amortization | (5) | (5) |
Net | $ 0 | $ 0 |
Customer | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 14 years | 14 years |
Cost | $ 723.7 | $ 718.2 |
Accumulated Amortization | (258.9) | (223.9) |
Net | $ 464.8 | $ 494.3 |
Database | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in years) | 19 years | 19 years |
Cost | $ 450.8 | $ 450.5 |
Accumulated Amortization | (94.4) | (78.9) |
Net | $ 356.4 | $ 371.6 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense (Details) $ in Millions | Sep. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 33.2 |
2020 | 130.5 |
2021 | 120.2 |
2022 | 109.3 |
2023 | 97.5 |
2024 and thereafter | 650.5 |
Total | $ 1,141.2 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 15.50% | 13.90% | 19.80% | 16.20% |
Debt - Short-Term and Long-Ter
Debt - Short-Term and Long-Term Debt (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2019 | Mar. 06, 2019 | Jan. 15, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Finance lease liabilities, current | $ 14.9 | |||
Finance lease liabilities, current | $ 7.8 | |||
Short-term debt and current portion of long-term debt | 24.9 | 672.8 | ||
Finance lease liabilities, noncurrent | 20.8 | |||
Finance lease liabilities, noncurrent | 19.5 | |||
Syndicated revolving credit facility debt issuance costs | (2.1) | (2.9) | ||
Long-term debt | 2,668.4 | 2,050.5 | ||
Total debt | $ 2,693.3 | 2,723.3 | ||
4.875% Senior Note | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Dec. 8, 2011 | |||
Debt maturity date | Jan. 15, 2019 | |||
Short-term debt | $ 0 | 250 | ||
Long term debt instrument interest rate stated percentage | 4.875% | 4.875% | ||
4.125% Senior Note | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Mar. 6, 2019 | |||
Debt maturity date | Mar. 15, 2029 | |||
Long-term debt | $ 613.9 | 0 | ||
Long term debt instrument interest rate stated percentage | 4.125% | 4.125% | ||
Unamortized discount on senior notes | $ 13.9 | $ (2.1) | ||
4.000% Senior Note | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | May 15, 2015 | |||
Debt maturity date | Jun. 15, 2025 | |||
Long-term debt | $ 893 | 892.1 | ||
Long term debt instrument interest rate stated percentage | 4.00% | |||
Unamortized discount on senior notes | $ (7) | (7.9) | ||
5.500% Senior Note | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | May 15, 2015 | |||
Debt maturity date | Jun. 15, 2045 | |||
Long-term debt | $ 345.4 | 345.3 | ||
Long term debt instrument interest rate stated percentage | 5.50% | |||
Unamortized discount on senior notes | $ (4.6) | (4.7) | ||
4.125% Senior Note | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Sep. 12, 2012 | |||
Debt maturity date | Sep. 12, 2022 | |||
Long-term debt | $ 348.2 | 347.7 | ||
Long term debt instrument interest rate stated percentage | 4.125% | |||
Unamortized discount on senior notes | $ (1.8) | (2.3) | ||
5.800% Senior Note | ||||
Debt Instrument [Line Items] | ||||
Debt issuance date | Apr. 6, 2011 | |||
Debt maturity date | May 1, 2021 | |||
Long-term debt | $ 449.2 | 448.8 | ||
Long term debt instrument interest rate stated percentage | 5.80% | |||
Unamortized discount on senior notes | $ (0.8) | (1.2) | ||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Syndicated revolving credit facility | $ 10 | $ 415 |
Debt - Additional Information
Debt - Additional Information (Details) $ in Millions | Aug. 15, 2019USD ($) | Jan. 15, 2019USD ($) | Oct. 29, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 06, 2019USD ($) | Aug. 14, 2019USD ($) | Mar. 06, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 2,650 | $ 2,300 | ||||||
Remaining borrowing capacity | 984.8 | 1,078.9 | ||||||
Capitalized debt issuance costs | 0.7 | |||||||
Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 250 | |||||||
Repayments of lines of credit | $ 10 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs, net | 0.6 | |||||||
Line of credit facility, maximum borrowing capacity | $ 1,000 | $ 1,500 | ||||||
Leverage ratio | 3.5 | |||||||
Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | $ 5.2 | $ 6.1 | ||||||
4.875% Senior Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt instrument interest rate stated percentage | 4.875% | 4.875% | ||||||
Repayments of debt | $ 250 | |||||||
Debt issuance date | Dec. 8, 2011 | |||||||
4.125% Senior Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt instrument interest rate stated percentage | 4.125% | 4.125% | ||||||
Debt issuance date | Mar. 6, 2019 | |||||||
Long term debt | $ 400 | |||||||
Unamortized discount on senior notes | $ (13.9) | 2.1 | ||||||
Debt issuance costs, net | $ 4.1 | |||||||
4.125% Senior Note - Further Issuance | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt | $ 200 | |||||||
Debt issuance costs, net | 1.9 | |||||||
Unamortized premium | $ 21.8 | |||||||
Minimum | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 4 | |||||||
Minimum | Loan Commitment Fee | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt instrument interest rate stated percentage | 0.80% | |||||||
Minimum | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt instrument interest rate stated percentage | 1.00% | |||||||
Maximum | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 4.25 | |||||||
Maximum | Loan Commitment Fee | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt instrument interest rate stated percentage | 0.20% | |||||||
Maximum | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt instrument interest rate stated percentage | 1.625% |
Stockholders' Equity - Additio
Stockholders' Equity - Additional Information (Details) - USD ($) | Sep. 30, 2019 | Jul. 24, 2019 | Jul. 01, 2019 | Jun. 28, 2019 | Apr. 29, 2019 | Apr. 01, 2019 | Mar. 29, 2019 | Feb. 13, 2019 | Jan. 02, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, authorized (in shares) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||||
Preferred stock, authorized (in shares) | 80,000,000 | 80,000,000 | 80,000,000 | 80,000,000 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | |||||||||||||
Share price (per share) | $ 158.14 | $ 158.14 | $ 108.47 | $ 158.14 | $ 158.14 | ||||||||||||
Common stock, dividends, per share, declared (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | ||||||||||||
Dividends | $ 40,800,000 | $ 41,000,000 | $ 40,900,000 | $ 40,800,000 | $ 0 | $ 122,700,000 | $ 0 | ||||||||||
Treasury stock, shares acquired (in shares) | 490,716 | 862,957 | 1,488,779 | 2,574,123 | |||||||||||||
Treasury stock acquired | $ 75,000,000 | $ 101,800,000 | $ 200,000,000 | $ 282,200,000 | |||||||||||||
Accelerated share repurchases, initial price, shares (in shares) | 1,488,779 | ||||||||||||||||
Treasury stock (in shares) | 380,351,508 | 380,351,508 | 380,032,628 | 380,351,508 | 380,351,508 | ||||||||||||
Transferred of common stock (in shares) | 1,169,899 | ||||||||||||||||
Weighted average price per share (in dollars per share) | $ 9.67 | $ 9.67 | $ 9.67 | $ 9.67 | |||||||||||||
Common stock shares excluded from diluted EPS (in shares) | 870,606 | 956,014 | 606,100 | 622,199 | |||||||||||||
May 2010 Share Repurchase Program | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Cumulative value of shares repurchased | $ 3,072,400,000 | $ 3,072,400,000 | $ 3,072,400,000 | $ 3,072,400,000 | |||||||||||||
Treasury stock, shares acquired (in shares) | 1,488,779 | ||||||||||||||||
Treasury stock acquired | $ 200,000,000 | ||||||||||||||||
May 2010 Share Repurchase Program | Common Stock Issued | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share repurchase program, authorized capacity | 3,300,000,000 | 3,300,000,000 | 3,300,000,000 | 3,300,000,000 | |||||||||||||
Available shares for repurchase | $ 227,600,000 | $ 227,600,000 | $ 227,600,000 | $ 227,600,000 | |||||||||||||
December 2018 Share Repurchase Program | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Accelerated share repurchases, purchase price | $ 75,000,000 | ||||||||||||||||
Accelerated share repurchases, initial price, shares (in shares) | 550,257 | ||||||||||||||||
Accelerated share repurchases, initial price paid per share (in dollars per share) | $ 109.04 | ||||||||||||||||
Accelerated share repurchases, final settlement, additional shares | 86,333 | ||||||||||||||||
March 2019 Share Repurchase Program | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Accelerated share repurchases, purchase price | $ 50,000,000 | ||||||||||||||||
Accelerated share repurchases, initial price, shares (in shares) | 300,752 | ||||||||||||||||
Accelerated share repurchases, initial price paid per share (in dollars per share) | $ 133 | ||||||||||||||||
Accelerated share repurchases, final settlement, additional shares | 81,048 | 60,721 | |||||||||||||||
June 2019 Share Repurchase Program | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Accelerated share repurchases, purchase price | $ 75,000,000 | ||||||||||||||||
Accelerated share repurchases, initial price, shares (in shares) | 409,668 | ||||||||||||||||
Accelerated share repurchases, initial price paid per share (in dollars per share) | $ 146.46 |
Stockholders' Equity - Computa
Stockholders' Equity - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator used in basic and diluted EPS: | ||||
Net income | $ 32.9 | $ 166 | $ 317.7 | $ 452.5 |
Denominator: | ||||
Weighted average number of common shares used in basic EPS (in shares) | 163,580,563 | 164,829,250 | 163,617,580 | 164,962,647 |
Effect of dilutive shares: | ||||
Potential common shares issuable from stock options and stock awards (in shares) | 3,199,055 | 3,371,516 | 3,056,366 | 3,652,188 |
Weighted average number of common shares and dilutive potential common shares used in diluted EPS (in shares) | 166,779,618 | 168,200,766 | 166,673,946 | 168,614,835 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Accumulated Other Comprehensive Losses (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Foreign currency translation adjustment | $ (578.2) | $ (488.5) |
Pension and postretirement adjustment, net of tax | (100.2) | (103.4) |
Accumulated other comprehensive losses | $ (678.4) | $ (591.9) |
Stockholders' Equity - Before
Stockholders' Equity - Before Tax and After Tax Amounts of Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Before Tax | ||||
Other comprehensive income (loss) | $ (86.1) | $ (34.7) | $ (85.8) | $ (95.7) |
Tax (Expense) Benefit | ||||
Other comprehensive income (loss) | (0.1) | (0.7) | (0.7) | (0.9) |
After Tax | ||||
Total other comprehensive loss | (86.2) | (35.4) | (86.5) | (96.6) |
Foreign Currency Adjustment | ||||
Before Tax | ||||
Other comprehensive income (loss) | (87.3) | (35.7) | (89.7) | (98.6) |
Tax (Expense) Benefit | ||||
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
After Tax | ||||
Total other comprehensive loss | (87.3) | (35.7) | (89.7) | (98.6) |
Pension and Postretirement Adjustment | ||||
Before Tax | ||||
Other comprehensive income (loss) | 1.2 | 1 | 3.9 | 2.9 |
Other comprehensive income (loss) before reclassifications | 2 | 1.9 | 7.7 | 5.6 |
Reclassification from accumulated other comprehensive income | (0.8) | (0.9) | (3.8) | (2.7) |
Tax (Expense) Benefit | ||||
Other comprehensive income (loss) | (0.1) | (0.7) | (0.7) | (0.9) |
Other comprehensive income (loss) before reclassifications | (0.3) | (0.8) | (1.6) | (1.5) |
Reclassification from accumulated other comprehensive income | 0.2 | 0.1 | 0.9 | 0.6 |
After Tax | ||||
Total other comprehensive loss | 1.1 | 0.3 | 3.2 | 2 |
Other comprehensive income (loss) before reclassifications | 1.7 | 1.1 | 6.1 | 4.1 |
Reclassification from accumulated other comprehensive income | $ (0.6) | $ (0.8) | $ (2.9) | $ (2.1) |
Equity Compensation Plans - Ad
Equity Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from stock options exercised | $ 13.5 | $ 27.7 | $ 45.8 | $ 74.7 |
Nonqualified stock options contractual term (in years) | 10 years | |||
Vesting period | 4 years | |||
Exercisable, contractual term | 5 years 10 months 17 days | |||
Outstanding, contractual term | 4 years 7 months 6 days | |||
Total unrecognized compensation cost related to nonvested share-based compensation arrangements | $ 88.2 | $ 88.2 | ||
Unrecognized compensation cost weighted average period (in years) | 2 years 6 months 25 days | |||
Grant date fair value options | $ 13 | 12.4 | ||
Performance shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Number of shares per award | 1 | |||
Target levels | 100.00% | |||
Grant date fair value restricted stock vested | $ 3 | $ 1 | ||
Employee stock purchase plan | UK Sharesave Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Share-based compensation arrangement by share-based payment award, discount from market price, purchase date | 5.00% | |||
Shares issued in period (in shares) | 18,713 | 19,247 | ||
Common stock issued, discounted price (in dollars per share) | $ 136.35 | $ 101.27 | $ 136.35 | $ 101.27 |
Employee stock purchase plan | US ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued in period (in shares) | 23,321 | 21,988 | ||
Common stock issued, discounted price (in dollars per share) | $ 138.02 | $ 105.14 | $ 138.02 | $ 105.14 |
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant date fair value restricted stock vested | $ 15.3 | $ 13.7 | ||
Minimum | Performance shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target levels | 0.00% | |||
Maximum | Performance shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target levels | 200.00% | |||
2013 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved and available for future issuance (in shares) | 4,381,854 | 4,381,854 |
Equity Compensation Plans - Su
Equity Compensation Plans - Summary of Stock Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Number of Options/Shares | ||
Outstanding, beginning balance (in shares) | 6,820,046 | |
Granted (in shares) | 897,849 | |
Dividend reinvestment (in shares) | 0 | |
Exercised or lapsed (in shares) | (970,348) | |
Cancelled or expired (in shares) | (144,258) | |
Outstanding, ending balance (in shares) | 6,603,289 | |
Options exercisable (in shares) | 4,415,326 | 4,360,117 |
Nonvested (in shares) | 2,187,963 | |
Expected to vest (in shares) | 1,852,243 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 67.27 | |
Granted (in dollars per share) | 135.12 | |
Dividends reinvested (in dollars per share) | 0 | |
Exercised or lapsed (in dollars per share) | 52.78 | |
Cancelled or expired (in dollars per share) | 94.63 | |
Outstanding, ending balance (in dollars per share) | 78.04 | |
Options exercisable (in dollars per share) | $ 63.32 | $ 55.94 |
Aggregate Intrinsic Value | ||
Outstanding | $ 528.9 | $ 284.9 |
Exercised or lapsed | 84 | |
Aggregate intrinsic value, options exercisable | $ 418.7 | $ 231.5 |
Restricted stock | ||
Number of Options/Shares | ||
Outstanding, beginning balance (in shares) | 533,335 | |
Granted (in shares) | 163,541 | |
Dividend reinvestment (in shares) | 0 | |
Exercised or lapsed (in shares) | (209,712) | |
Cancelled or expired (in shares) | (25,077) | |
Outstanding, ending balance (in shares) | 462,087 | |
Nonvested (in shares) | 455,547 | |
Expected to vest (in shares) | 428,029 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 88.55 | |
Granted (in dollars per share) | 135.36 | |
Dividends reinvested (in dollars per share) | 0 | |
Exercised or lapsed (in dollars per share) | 84.60 | |
Cancelled or expired (in dollars per share) | 109.94 | |
Outstanding, ending balance (in dollars per share) | $ 98.63 | |
Performance shares | ||
Number of Options/Shares | ||
Outstanding, beginning balance (in shares) | 42,050 | |
Granted (in shares) | 51,792 | |
Dividend reinvestment (in shares) | 239 | |
Exercised or lapsed (in shares) | 0 | |
Cancelled or expired (in shares) | 0 | |
Outstanding, ending balance (in shares) | 94,081 | |
Nonvested (in shares) | 94,081 | |
Expected to vest (in shares) | 183,231 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 140.70 | |
Granted (in dollars per share) | 173.59 | |
Outstanding, ending balance (in dollars per share) | $ 158.85 |
Equity Compensation Plans - Bl
Equity Compensation Plans - Black Scholes (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Expected volatility | 18.76% | 18.51% |
Risk-free interest rate | 2.27% | 2.52% |
Expected term (in years) | 4 years 4 months 24 days | 4 years 4 months 24 days |
Dividend yield | 0.80% | 0.00% |
Weighted average grant date fair value per stock option (in dollars per share) | $ 24.09 | $ 21.37 |
Pension and Postretirement Be_3
Pension and Postretirement Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Pension Plan and SERP | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 3.4 | $ 3.8 | $ 11.8 | $ 11.4 |
Expected return on plan assets | (7.1) | (8.2) | (22.6) | (24.6) |
Amortization of prior service credit | 0.1 | 0.1 | ||
Amortization of net actuarial loss | 0.7 | 0.8 | 3.5 | 2.4 |
Net periodic (benefit) cost | (3) | (3.6) | (7.2) | (10.7) |
Employer contributions, net | 0.2 | 0.2 | 0.6 | 0.7 |
Postretirement Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 0 | 0 | 0.2 | 0.2 |
Expected return on plan assets | 0 | 0 | (0.1) | (0.1) |
Amortization of prior service credit | (0.1) | (0.1) | ||
Amortization of net actuarial loss | 0.1 | 0.1 | 0.3 | 0.3 |
Net periodic (benefit) cost | 0.1 | 0.1 | 0.3 | 0.3 |
Employer contributions, net | $ (0.1) | $ 0.2 | $ (0.4) | $ (0.1) |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | Jul. 15, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($)segment |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 3 | ||
Investment income (loss) and others, net | |||
Segment Reporting Information [Line Items] | |||
Loss on sale of business | $ 6.2 | $ (6.2) | |
Retail Analytics Solutions | Financial Services | |||
Segment Reporting Information [Line Items] | |||
Proceeds from sale of businesses | $ 2 | ||
Contingent and indemnity escrow | $ 0.4 |
Segment Reporting - Reconcilia
Segment Reporting - Reconciliations Income Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 652.7 | $ 598.7 | $ 1,930.3 | $ 1,781.2 |
Expenses: | ||||
Cost of revenues (exclusive of items shown separately below) | (242.9) | (219.2) | (717) | (662.2) |
Selling, general and administrative | (255) | (95.7) | (478.7) | (281) |
Investment (loss) income and others, net | (5.5) | 14.1 | (6.5) | 19.3 |
EBITDA | 149.3 | 297.9 | 728.1 | 857.3 |
Depreciation and amortization of fixed assets | (45.8) | (39.5) | (138) | (121.6) |
Amortization of intangible assets | (33.3) | (33.2) | (100.1) | (98.5) |
Interest expense | (31.3) | (32.4) | (93.7) | (97.1) |
Income before income taxes | 38.9 | 192.8 | 396.3 | 540.1 |
Insurance | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 466.8 | 427.7 | 1,386.5 | 1,269.7 |
Expenses: | ||||
Cost of revenues (exclusive of items shown separately below) | (158.6) | (142.1) | (467.6) | (422.2) |
Selling, general and administrative | (195.5) | (57.5) | (330.1) | (163.3) |
Investment (loss) income and others, net | (0.5) | 12 | (0.6) | 16.2 |
EBITDA | 112.2 | 240.1 | 588.2 | 700.4 |
Energy and Specialized Markets | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 142.5 | 127.7 | 413.1 | 383.1 |
Expenses: | ||||
Cost of revenues (exclusive of items shown separately below) | (60) | (53.2) | (176.2) | (164.7) |
Selling, general and administrative | (54.7) | (34.1) | (132.9) | (103.6) |
Investment (loss) income and others, net | 1.2 | 0.8 | 0.5 | 1.2 |
EBITDA | 29 | 41.2 | 104.5 | 116 |
Financial Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 43.4 | 43.3 | 130.7 | 128.4 |
Expenses: | ||||
Cost of revenues (exclusive of items shown separately below) | (24.3) | (23.9) | (73.2) | (75.3) |
Selling, general and administrative | (4.8) | (4.1) | (15.7) | (14.1) |
Investment (loss) income and others, net | (6.2) | 1.3 | (6.4) | 1.9 |
EBITDA | $ 8.1 | $ 16.6 | $ 35.4 | $ 40.9 |
Segment Reporting - Regional L
Segment Reporting - Regional Long-lived Assets By Country (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 5,458.1 | $ 5,255.8 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 2,554.4 | 2,335.8 |
U.K. | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 2,477.4 | 2,595.5 |
Other countries | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 426.3 | $ 324.5 |
Related Parties (Details)
Related Parties (Details) - relatedparty | Sep. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Percentage of ownership on outstanding common stock required to become related party (more than) | 5.00% | |
Number of related parties | 0 | 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 25, 2019USD ($)claim | Jan. 29, 2019patentclaim | May 19, 2017patentclaim | Oct. 08, 2015patent |
Loss Contingencies [Line Items] | ||||
Patents allegedly infringed, number | patent | 5 | 6 | ||
Number of asserted claims | claim | 6 | 6 | 11 | |
Assessed damages | $ | $ 125 | |||
Xactware Solutions | ||||
Loss Contingencies [Line Items] | ||||
Patents allegedly infringed, number | patent | 7 | |||
Number of asserted claims | claim | 18 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 23, 2019 | Oct. 10, 2019 | Oct. 01, 2019 | Aug. 26, 2019 | Jul. 24, 2019 | Apr. 29, 2019 | Feb. 13, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 06, 2019 |
Subsequent Event [Line Items] | |||||||||||
Accelerated share repurchases, initial price, shares (in shares) | 1,488,779 | ||||||||||
Common stock, dividends, per share, declared (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.75 | ||||||
September 2019 Share Repurchase Program | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Accelerated share repurchases, purchase price | $ 50,000,000 | ||||||||||
Genscape | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Consideration transferred | $ 364,000,000 | ||||||||||
4.125% Senior Note - Further Issuance | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long term debt | $ 200,000,000 | ||||||||||
4.125% Senior Note - Further Issuance | Genscape | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long term debt | $ 200,000,000 | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, dividends, per share, declared (in dollars per share) | $ 0.25 | ||||||||||
Subsequent Event | September 2019 Share Repurchase Program | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Accelerated share repurchases, initial price, shares (in shares) | 252,940 | ||||||||||
Accelerated share repurchases, initial price paid per share (in dollars per share) | $ 158.14 | ||||||||||
Accelerated share repurchases, initial purchase price | $ 40,000,000 | ||||||||||
Subsequent Event | BuildFax | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Consideration transferred | $ 42,200,000 | ||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||
Working capital adjustment | $ 700,000 | ||||||||||
Holdback amount | $ 1,000,000 |
Uncategorized Items - vrsk-2019
Label | Element | Value |
Accounting Standards Update 2016-01 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 35,200,000 |
Accounting Standards Update 2016-01 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (700,000) |
Accounting Standards Update 2016-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 35,900,000 |