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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-2994223
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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545 Washington Boulevard
Jersey City, NJ
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07310-1686
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page Number
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PART I — FINANCIAL INFORMATION
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Exhibit 10.2
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Exhibit 31.1
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Exhibit 31.2
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Exhibit 32.1
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
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(In thousands, except for share and per share data)
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||||||||||||||
Revenues
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$
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497,650
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$
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423,554
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$
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957,047
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$
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833,197
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Expenses:
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||||
Cost of revenues (exclusive of items shown
separately below) |
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195,196
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172,470
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379,412
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342,143
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Selling, general and administrative
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91,292
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57,074
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149,598
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114,208
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Depreciation and amortization of fixed assets
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28,628
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20,723
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53,070
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40,504
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Amortization of intangible assets
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28,812
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14,221
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42,953
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28,433
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Total expenses
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343,928
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264,488
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625,033
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525,288
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Operating income
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153,722
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159,066
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332,014
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307,909
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Other income (expense):
|
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||||
Investment income and others, net
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(221
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)
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200
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(759
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)
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209
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Gain on derivative instruments
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85,187
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—
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85,187
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—
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Interest expense
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(37,662
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)
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(17,459
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)
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(55,924
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)
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(34,898
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)
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Total other income (expense), net
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47,304
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(17,259
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)
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28,504
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(34,689
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)
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Income before income taxes
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201,026
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141,807
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360,518
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273,220
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Provision for income taxes
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(37,706
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)
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(53,708
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)
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(98,512
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)
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(100,680
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)
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Income from continuing operations
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163,320
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88,099
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262,006
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172,540
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Income from discontinued operations, net of tax
of $0 and $23,365, for the three and six months ended June 30, 2014, respectively (Note 6) |
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—
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—
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—
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31,117
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Net income
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$
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163,320
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$
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88,099
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$
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262,006
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$
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203,657
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Basic net income per share:
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Income from continuing operations
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$
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0.99
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$
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0.53
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$
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1.63
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$
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1.03
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Income from discontinued operations
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—
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—
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—
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0.19
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Basic net income per share
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$
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0.99
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$
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0.53
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$
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1.63
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$
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1.22
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Diluted net income per share:
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Income from continuing operations
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$
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0.97
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$
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0.52
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$
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1.59
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$
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1.02
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Income from discontinued operations
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—
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—
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—
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0.18
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Diluted net income per share
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$
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0.97
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$
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0.52
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$
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1.59
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$
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1.20
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Weighted average shares outstanding:
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Basic
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164,141,804
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166,343,630
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161,114,861
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166,662,806
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Diluted
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167,586,100
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169,503,664
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164,533,656
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169,962,577
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
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(In thousands)
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||||||||||||||
Net income
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$
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163,320
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$
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88,099
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$
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262,006
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$
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203,657
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Other comprehensive income, net of tax:
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Foreign currency translation adjustment
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(4,209
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)
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253
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(4,429
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)
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760
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Unrealized holding gain on available-for-sale
securities |
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7
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21
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69
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37
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Pension and postretirement liability adjustment
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387
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171
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1,001
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314
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Total other comprehensive (loss) income
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(3,815
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)
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445
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(3,359
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)
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1,111
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Comprehensive income
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$
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159,505
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$
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88,544
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$
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258,647
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$
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204,768
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Common Stock
Issued
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Par
Value
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Unearned
KSOP
Contributions
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Additional
Paid-in
Capital
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Treasury
Stock
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Retained
Earnings
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Accumulated
Other Comprehensive
Losses
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Total
Stockholders’
Equity
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|||||||||||||||
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(In thousands, except for share data)
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|||||||||||||||||||||||||||||
Balance, December 31, 2013
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544,003,038
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|
|
$
|
137
|
|
|
$
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(306
|
)
|
|
$
|
1,202,106
|
|
|
$
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(1,864,967
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)
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|
$
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1,254,107
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|
|
$
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(43,488
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)
|
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$
|
547,589
|
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Net income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
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—
|
|
|
|
400,042
|
|
|
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—
|
|
|
|
400,042
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Other comprehensive income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
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|
|
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—
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|
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—
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(37,026
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)
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|
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(37,026
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)
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Treasury stock acquired (10,802,087 shares)
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—
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|
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—
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|
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—
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|
|
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(100,000
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)
|
|
|
(675,446
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)
|
|
|
—
|
|
|
|
—
|
|
|
|
(775,446
|
)
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KSOP shares earned
|
—
|
|
|
|
—
|
|
|
|
145
|
|
|
|
15,206
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
15,351
|
|
Stock options exercised, including tax benefit of $15,438
(1,091,746 shares reissued from treasury stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34,011
|
|
|
|
5,781
|
|
|
|
—
|
|
|
|
—
|
|
|
|
39,792
|
|
Restricted stock lapsed, including tax benefit of $550
(134,713 shares reissued from treasury stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(148
|
)
|
|
|
698
|
|
|
|
—
|
|
|
|
—
|
|
|
|
550
|
|
Employee stock purchase plan (26,953 shares reissued
from treasury stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,414
|
|
|
|
149
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,563
|
|
Stock based compensation
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,011
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,011
|
|
Net share settlement from restricted stock awards (27,159
shares withheld for tax settlement) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,625
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,625
|
)
|
Other stock issuances (3,975 shares reissued from treasury
stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
221
|
|
|
|
21
|
|
|
|
—
|
|
|
|
—
|
|
|
|
242
|
|
Balance, December 31, 2014
|
544,003,038
|
|
|
|
137
|
|
|
|
(161
|
)
|
|
|
1,171,196
|
|
|
|
(2,533,764
|
)
|
|
|
1,654,149
|
|
|
|
(80,514
|
)
|
|
|
211,043
|
|
Net income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
262,006
|
|
|
|
—
|
|
|
|
262,006
|
|
Other comprehensive income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,359
|
)
|
|
|
(3,359
|
)
|
Treasury stock acquired (809,021 shares)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
100,000
|
|
|
|
(100,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
KSOP shares earned
|
—
|
|
|
|
—
|
|
|
|
57
|
|
|
|
7,912
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,969
|
|
Shares issued from equity offering (10,604,000 shares
reissued from treasury stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
651,258
|
|
|
|
69,590
|
|
|
|
—
|
|
|
|
—
|
|
|
|
720,848
|
|
Stock options exercised, including tax benefit of $6,741
(580,926 shares reissued from treasury stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,052
|
|
|
|
3,829
|
|
|
|
—
|
|
|
|
—
|
|
|
|
24,881
|
|
Restricted stock lapsed, including tax benefit of $1,107
(152,373 shares reissued from treasury stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,456
|
|
|
|
1,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,456
|
|
Employee stock purchase plan (11,404 shares reissued
from treasury stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
705
|
|
|
|
76
|
|
|
|
—
|
|
|
|
—
|
|
|
|
781
|
|
Stock based compensation
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,986
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,986
|
|
Net share settlement of restricted stock awards (32,882
shares withheld for tax settlement) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,350
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,350
|
)
|
Other stock issuances (840 shares reissued from treasury
stock) |
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
55
|
|
|
|
6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
61
|
|
Balance, June 30, 2015
|
544,003,038
|
|
|
$
|
137
|
|
|
$
|
(104
|
)
|
|
$
|
1,971,270
|
|
|
$
|
(2,559,263
|
)
|
|
$
|
1,916,155
|
|
|
$
|
(83,873
|
)
|
|
$
|
1,244,322
|
|
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
262,006
|
|
|
$
|
203,657
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization of fixed assets
|
|
53,070
|
|
|
|
41,499
|
|
Amortization of intangible assets
|
|
42,953
|
|
|
|
28,544
|
|
Amortization of debt issuance costs and original issue discount
|
|
10,634
|
|
|
|
1,322
|
|
Allowance for doubtful accounts
|
|
456
|
|
|
|
347
|
|
KSOP compensation expense
|
|
7,969
|
|
|
|
7,703
|
|
Stock based compensation
|
|
19,047
|
|
|
|
11,057
|
|
Gain on derivative instruments
|
|
(85,187
|
)
|
|
|
—
|
|
Gain on sale of discontinued operations
|
|
—
|
|
|
|
(65,410
|
)
|
Realized gain on available-for-sale securities, net
|
|
(14
|
)
|
|
|
(115
|
)
|
Deferred income taxes
|
|
(7,390
|
)
|
|
|
(3,519
|
)
|
(Gain) loss on disposal of fixed assets
|
|
(3
|
)
|
|
|
735
|
|
Excess tax benefits from exercised stock options and restricted stock awards
|
|
(8,419
|
)
|
|
|
(6,094
|
)
|
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
|
37,981
|
|
|
|
(12,186
|
)
|
Prepaid expenses and other assets
|
|
9,747
|
|
|
|
(13,593
|
)
|
Income taxes
|
|
11,858
|
|
|
|
44,808
|
|
Accounts payable and accrued liabilities
|
|
(27,393
|
)
|
|
|
(26,674
|
)
|
Fees received in advance
|
|
38,305
|
|
|
|
81,666
|
|
Pension and postretirement benefits
|
|
(7,129
|
)
|
|
|
(6,064
|
)
|
Other liabilities
|
|
(2,990
|
)
|
|
|
(848
|
)
|
Net cash provided by operating activities
|
|
355,501
|
|
|
|
286,835
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisitions, net of cash acquired of $35,398 and $0, respectively
|
|
(2,811,759
|
)
|
|
|
(4,001
|
)
|
Purchase of non-controlling interest in non-public companies
|
|
(101
|
)
|
|
|
(5,000
|
)
|
Proceeds from sale of discontinued operations
|
|
—
|
|
|
|
155,000
|
|
Escrow funding associated with acquisition
|
|
(78,694
|
)
|
|
|
—
|
|
Proceeds from the settlement of derivative instruments
|
|
85,187
|
|
|
|
—
|
|
Capital expenditures
|
|
(60,092
|
)
|
|
|
(75,764
|
)
|
Purchases of available-for-sale securities
|
|
(29
|
)
|
|
|
(32
|
)
|
Proceeds from sales and maturities of available-for-sale securities
|
|
230
|
|
|
|
281
|
|
Net cash (used in) provided by investing activities
|
|
(2,865,258
|
)
|
|
|
70,484
|
|
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of long-term debt, net of original issue discount
|
|
1,243,966
|
|
|
|
—
|
|
Proceeds of short-term debt, net
|
|
30,000
|
|
|
|
—
|
|
Proceeds from issuance of short-term debt with original maturities greater than
three months |
|
830,000
|
|
|
|
—
|
|
Repayment of current portion of long-term debt
|
|
(170,000
|
)
|
|
|
—
|
|
Repayment of long-term debt
|
|
(50,000
|
)
|
|
|
—
|
|
Payment of debt issuance costs
|
|
(23,053
|
)
|
|
|
—
|
|
Repurchases of common stock
|
|
—
|
|
|
|
(122,120
|
)
|
Excess tax benefits from exercised stock options and restricted stock awards
|
|
8,419
|
|
|
|
6,094
|
|
Proceeds from stock options exercised
|
|
18,103
|
|
|
|
14,923
|
|
Proceeds from issuance of stock as part of a public offering
|
|
720,848
|
|
|
|
—
|
|
Net share settlement of restricted stock awards
|
|
(2,350
|
)
|
|
|
(1,234
|
)
|
Other financing activities, net
|
|
(2,569
|
)
|
|
|
(2,095
|
)
|
Net cash provided by (used in) financing activities
|
|
2,603,364
|
|
|
|
(104,432
|
)
|
Effect of exchange rate changes
|
|
12,525
|
|
|
|
760
|
|
Increase in cash and cash equivalents
|
|
106,132
|
|
|
|
253,647
|
|
Cash and cash equivalents, beginning of period
|
|
39,359
|
|
|
|
165,801
|
|
Cash and cash equivalents, end of period
|
$
|
145,491
|
|
|
$
|
419,448
|
|
Supplemental disclosures:
|
|
|
|
|
|
||
Taxes paid
|
$
|
87,914
|
|
|
$
|
82,624
|
|
Interest paid
|
$
|
37,977
|
|
|
$
|
34,002
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
||
Tenant improvement included in other liabilities
|
$
|
448
|
|
|
$
|
8,859
|
|
Capital lease obligations
|
$
|
905
|
|
|
$
|
1,274
|
|
Capital expenditures included in accounts payable and accrued liabilities
|
$
|
4,658
|
|
|
$
|
1,247
|
|
|
Adjusted Cost
|
|
Gross
Unrealized Loss
|
|
Fair Value
|
||||||
June 30, 2015
|
|
|
|
|
|
|
|
|
|||
Registered investment companies
|
$
|
3,858
|
|
|
$
|
(133
|
)
|
|
$
|
3,725
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|||
Registered investment companies
|
$
|
4,045
|
|
|
$
|
(244
|
)
|
|
$
|
3,801
|
|
Level 1 -
|
|
Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded
instruments.
|
|
|
|
Level 2 -
|
|
Assets and liabilities valued based on observable market data for similar instruments.
|
|
|
|
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.
|
|
Total
|
|
Quoted Prices
in Active Markets
for Identical
Assets (Level 1)
|
|
Significant Other
Observable
Inputs (Level 2)
|
||||||
June 30, 2015
|
|
|
|
|
|
|
|
|
|||
Registered investment companies (1)
|
$
|
3,725
|
|
|
$
|
3,725
|
|
|
$
|
—
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|||
Cash equivalents - money-market funds
|
$
|
3,707
|
|
|
$
|
—
|
|
|
$
|
3,707
|
|
Registered investment companies (1)
|
$
|
3,801
|
|
|
$
|
3,801
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
||||||||||||
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Financial instrument not carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt excluding capitalized
leases |
$
|
2,290,241
|
|
|
$
|
2,326,220
|
|
|
$
|
1,265,848
|
|
|
$
|
1,371,213
|
|
|
Wood Mackenzie
|
||
Cash and cash equivalents
|
$
|
35,398
|
|
Accounts receivable
|
|
83,143
|
|
Current assets
|
|
85,652
|
|
Fixed assets
|
|
66,886
|
|
Intangible assets
|
|
1,294,944
|
|
Goodwill and other
|
|
1,857,097
|
|
Other assets
|
|
2,007
|
|
Total assets acquired
|
|
3,425,127
|
|
Current liabilities
|
|
(91,551
|
)
|
Fees received in advance
|
|
(142,457
|
)
|
Deferred income taxes, net
|
|
(258,976
|
)
|
Other liabilities
|
|
(7,116
|
)
|
Total liabilities assumed
|
|
(500,100
|
)
|
Net assets acquired
|
|
2,925,027
|
|
Cash acquired
|
|
(35,398
|
)
|
Net cash purchase price
|
$
|
2,889,629
|
|
|
|
Weighted Average Useful Life
|
|
Total
|
||
Technology and database-related
|
|
8 years
|
|
$
|
454,736
|
|
Marketing-related
|
|
5 years
|
|
|
125,932
|
|
Contract-related
|
|
6 years
|
|
|
11,544
|
|
Customer-related
|
|
13 years
|
|
|
702,732
|
|
Total intangible assets
|
|
|
|
$
|
1,294,944
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(unaudited)
|
||||||||||||||
Pro forma revenues
|
$
|
546,612
|
|
|
$
|
517,000
|
|
|
$
|
1,096,761
|
|
|
$
|
1,017,824
|
|
Pro forma income from continuing operations
|
$
|
139,132
|
|
|
$
|
90,523
|
|
|
$
|
243,054
|
|
|
$
|
181,573
|
|
Pro forma basic income from continuing operations
per share |
$
|
0.85
|
|
|
$
|
0.54
|
|
|
$
|
1.51
|
|
|
$
|
1.09
|
|
Pro forma diluted income from continuing operations
per share |
$
|
0.83
|
|
|
$
|
0.53
|
|
|
$
|
1.48
|
|
|
$
|
1.07
|
|
|
Three months ended June 30, 2014
|
|
Six months ended
June 30, 2014
|
||||
Revenues from discontinued operations
|
$
|
—
|
|
|
$
|
11,512
|
|
Income from discontinued operations before income taxes (including gain on
sale of $65,410) |
$
|
—
|
|
|
$
|
54,482
|
|
Provision for income taxes (including tax on gain on sale of $27,067)
|
|
—
|
|
|
|
(23,365
|
)
|
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
31,117
|
|
|
|
|
|
|
|
|
Risk
Assessment
|
|
Decision
Analytics
|
|
Total
|
||||||
Goodwill at December 31, 2014 (1)
|
$
|
55,555
|
|
|
$
|
1,151,591
|
|
|
$
|
1,207,146
|
|
Current year acquisition
|
|
—
|
|
|
|
1,857,097
|
|
|
|
1,857,097
|
|
Foreign currency translation
|
|
—
|
|
|
|
(6,601
|
)
|
|
|
(6,601
|
)
|
Goodwill at June 30, 2015 (1)
|
$
|
55,555
|
|
|
$
|
3,002,087
|
|
|
$
|
3,057,642
|
|
(1)
|
These balances are net of accumulated impairment charges of
$3,244
that occurred prior to December 31, 2013.
|
|
Weighted
Average
Useful Life
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|||
Technology-based
|
8 years
|
|
$
|
753,813
|
|
|
$
|
(210,035
|
)
|
|
$
|
543,778
|
|
Marketing-related
|
5 years
|
|
|
197,171
|
|
|
|
(60,791
|
)
|
|
|
136,380
|
|
Contract-based
|
6 years
|
|
|
18,075
|
|
|
|
(6,782
|
)
|
|
|
11,293
|
|
Customer-related
|
13 years
|
|
|
1,099,605
|
|
|
|
(135,491
|
)
|
|
|
964,114
|
|
Total intangible assets
|
|
|
$
|
2,068,664
|
|
|
$
|
(413,099
|
)
|
|
$
|
1,655,565
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|||
Technology-based
|
8 years
|
|
$
|
299,705
|
|
|
$
|
(195,698
|
)
|
|
$
|
104,007
|
|
Marketing-related
|
5 years
|
|
|
71,504
|
|
|
|
(54,745
|
)
|
|
|
16,759
|
|
Contract-based
|
6 years
|
|
|
6,555
|
|
|
|
(6,555
|
)
|
|
|
—
|
|
Customer-related
|
13 years
|
|
|
399,011
|
|
|
|
(113,301
|
)
|
|
|
285,710
|
|
Total intangible assets
|
|
|
$
|
776,775
|
|
|
$
|
(370,299
|
)
|
|
$
|
406,476
|
|
Year
|
Amount
|
||
2015
|
$
|
101,242
|
|
2016
|
|
188,266
|
|
2017
|
|
187,362
|
|
2018
|
|
186,617
|
|
2019
|
|
185,156
|
|
2020 and thereafter
|
|
806,922
|
|
|
$
|
1,655,565
|
|
|
Issuance
Date
|
|
Maturity
Date
|
|
2015
|
|
2014
|
||||
Short-term debt and current portion of long-term debt:
|
|
|
|
|
|
|
|
|
|
||
Syndicated revolving credit facility
|
Various
|
|
Various
|
|
$
|
1,020,000
|
|
|
$
|
160,000
|
|
Prudential shelf notes:
|
|
|
|
|
|
|
|
|
|
||
5.84% Series H shelf notes
|
10/26/2007
|
|
10/26/2015
|
|
|
—
|
|
|
|
17,500
|
|
6.28% Series I shelf notes
|
4/29/2008
|
|
4/29/2015
|
|
|
—
|
|
|
|
85,000
|
|
New York Life shelf notes:
|
|
|
|
|
|
|
|
|
|
||
5.87% Series A shelf notes
|
10/26/2007
|
|
10/26/2015
|
|
|
—
|
|
|
|
17,500
|
|
6.35% Series B shelf notes
|
4/29/2008
|
|
4/29/2015
|
|
|
—
|
|
|
|
50,000
|
|
Capital lease obligations
|
Various
|
|
Various
|
|
|
5,797
|
|
|
|
6,058
|
|
Short-term debt and current portion of long-term
debt |
|
|
|
|
|
1,025,797
|
|
|
|
336,058
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||
Senior notes:
|
|
|
|
|
|
|
|
|
|
||
4.000% senior notes, less unamortized discount
of $4,773 and $0, respectively |
5/15/2015
|
|
6/15/2025
|
|
|
895,227
|
|
|
|
—
|
|
5.500% senior notes, less unamortized discount
of $1,195 and $0, respectively |
5/15/2015
|
|
6/15/2045
|
|
|
348,805
|
|
|
|
—
|
|
4.125% senior notes, less unamortized discount
of $1,998 and $2,137, respectively |
9/12/2012
|
|
9/12/2022
|
|
|
348,002
|
|
|
|
347,863
|
|
4.875% senior notes, less unamortized discount
of $1,191 and $1,361, respectively |
12/8/2011
|
|
1/15/2019
|
|
|
248,809
|
|
|
|
248,639
|
|
5.800% senior notes, less unamortized discount
of $602 and $654, respectively |
4/6/2011
|
|
5/1/2021
|
|
|
449,398
|
|
|
|
449,346
|
|
Prudential shelf notes:
|
|
|
|
|
|
|
|
|
|
||
6.85% Series J shelf notes
|
6/15/2009
|
|
6/15/2016
|
|
|
—
|
|
|
|
50,000
|
|
Capital lease obligations
|
Various
|
|
Various
|
|
|
3,623
|
|
|
|
5,026
|
|
Long-term debt
|
|
|
|
|
|
2,293,864
|
|
|
|
1,100,874
|
|
Total debt
|
|
|
|
|
$
|
3,319,661
|
|
|
$
|
1,436,932
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator used in basic and diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
163,320
|
|
|
$
|
88,099
|
|
|
$
|
262,006
|
|
|
$
|
172,540
|
|
Income from discontinued operations, net of tax
of $0 and $23,365, for the three and six months ended June 30, 2014, respectively (Note 6) |
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31,117
|
|
Net income
|
$
|
163,320
|
|
|
$
|
88,099
|
|
|
$
|
262,006
|
|
|
$
|
203,657
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common
shares used in basic EPS |
|
164,141,804
|
|
|
|
166,343,630
|
|
|
|
161,114,861
|
|
|
|
166,662,806
|
|
Effect of dilutive shares:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Potential common shares issuable from stock
options and stock awards |
|
3,444,296
|
|
|
|
3,160,034
|
|
|
|
3,418,795
|
|
|
|
3,299,771
|
|
Weighted average number of common shares
and dilutive potential common shares used in diluted EPS |
|
167,586,100
|
|
|
|
169,503,664
|
|
|
|
164,533,656
|
|
|
|
169,962,577
|
|
|
2015
|
|
2014
|
||||
Foreign currency translation adjustment
|
$
|
(7,515
|
)
|
|
$
|
(3,086
|
)
|
Unrealized holding losses on available-for-sale securities, net of tax
|
|
(41
|
)
|
|
|
(110
|
)
|
Pension and postretirement adjustment, net of tax
|
|
(76,317
|
)
|
|
|
(77,318
|
)
|
Accumulated other comprehensive losses
|
$
|
(83,873
|
)
|
|
$
|
(80,514
|
)
|
|
Before Tax
|
|
Tax Benefit
(Expense)
|
|
After Tax
|
||||||
For the Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
(4,209
|
)
|
|
$
|
—
|
|
|
$
|
(4,209
|
)
|
Unrealized holding loss on available-for-sale securities before
reclassifications |
|
(8
|
)
|
|
|
3
|
|
|
|
(5
|
)
|
Amount reclassified from accumulated other comprehensive
losses (1) |
|
19
|
|
|
|
(7
|
)
|
|
|
12
|
|
Unrealized holding gain on available-for-sale securities
|
|
11
|
|
|
|
(4
|
)
|
|
|
7
|
|
Pension and postretirement adjustment before reclassifications
|
|
1,460
|
|
|
|
(623
|
)
|
|
|
837
|
|
Amortization of net actuarial loss and prior service benefit
reclassified from accumulated other comprehensive losses (2) |
|
(730
|
)
|
|
|
280
|
|
|
|
(450
|
)
|
Pension and postretirement adjustment
|
|
730
|
|
|
|
(343
|
)
|
|
|
387
|
|
Total other comprehensive loss
|
$
|
(3,468
|
)
|
|
$
|
(347
|
)
|
|
$
|
(3,815
|
)
|
For the Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
253
|
|
|
$
|
—
|
|
|
$
|
253
|
|
Unrealized holding loss on available-for-sale securities before
reclassifications |
|
(94
|
)
|
|
|
37
|
|
|
|
(57
|
)
|
Amount reclassified from accumulated other comprehensive
losses (1) |
|
126
|
|
|
|
(48
|
)
|
|
|
78
|
|
Unrealized holding gain on available-for-sale securities
|
|
32
|
|
|
|
(11
|
)
|
|
|
21
|
|
Pension and postretirement adjustment before reclassifications
|
|
510
|
|
|
|
(183
|
)
|
|
|
327
|
|
Amortization of net actuarial loss and prior service benefit
reclassified from accumulated other comprehensive losses (2) |
|
(255
|
)
|
|
|
99
|
|
|
|
(156
|
)
|
Pension and postretirement adjustment
|
|
255
|
|
|
|
(84
|
)
|
|
|
171
|
|
Total other comprehensive income
|
$
|
540
|
|
|
$
|
(95
|
)
|
|
$
|
445
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Tax
|
|
|
Tax Benefit
(Expense)
|
|
|
After Tax
|
|||
For the Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
(4,429
|
)
|
|
$
|
—
|
|
|
$
|
(4,429
|
)
|
Unrealized holding gain on available-for-sale securities before
reclassifications |
|
97
|
|
|
|
(37
|
)
|
|
|
60
|
|
Amount reclassified from accumulated other comprehensive
losses (1) |
|
14
|
|
|
|
(5
|
)
|
|
|
9
|
|
Unrealized holding gain on available-for-sale securities
|
|
111
|
|
|
|
(42
|
)
|
|
|
69
|
|
Pension and postretirement adjustment before reclassifications
|
|
3,288
|
|
|
|
(1,274
|
)
|
|
|
2,014
|
|
Amortization of net actuarial loss and prior service benefit
reclassified from accumulated other comprehensive losses (2) |
|
(1,644
|
)
|
|
|
631
|
|
|
|
(1,013
|
)
|
Pension and postretirement adjustment
|
|
1,644
|
|
|
|
(643
|
)
|
|
|
1,001
|
|
Total other comprehensive loss
|
$
|
(2,674
|
)
|
|
$
|
(685
|
)
|
|
$
|
(3,359
|
)
|
For the Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
760
|
|
|
$
|
—
|
|
|
$
|
760
|
|
Unrealized holding loss on available-for-sale securities before
reclassifications |
|
(55
|
)
|
|
|
21
|
|
|
|
(34
|
)
|
Amount reclassified from accumulated other comprehensive
losses (1) |
|
115
|
|
|
|
(44
|
)
|
|
|
71
|
|
Unrealized holding gain on available-for-sale securities
|
|
60
|
|
|
|
(23
|
)
|
|
|
37
|
|
Pension and postretirement adjustment before reclassifications
|
|
1,094
|
|
|
|
(444
|
)
|
|
|
650
|
|
Amortization of net actuarial loss and prior service benefit
reclassified from accumulated other comprehensive losses (2) |
|
(547
|
)
|
|
|
211
|
|
|
|
(336
|
)
|
Pension and postretirement adjustment
|
|
547
|
|
|
|
(233
|
)
|
|
|
314
|
|
Total other comprehensive income
|
$
|
1,367
|
|
|
$
|
(256
|
)
|
|
$
|
1,111
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This accumulated other comprehensive loss component, before tax, is included under “Investment income and others, net” in the accompanying condensed consolidated statements of operations.
|
(2)
|
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).
|
|
2015
|
|
2014
|
||||
Option pricing model
|
|
Black-Scholes
|
|
|
|
Black-Scholes
|
|
Expected volatility
|
|
20.25
|
%
|
|
|
20.56
|
%
|
Risk-free interest rate
|
|
1.51
|
%
|
|
|
1.49
|
%
|
Expected term in years
|
|
4.6
|
|
|
|
4.4
|
|
Dividend yield
|
|
—
|
%
|
|
|
—
|
%
|
Weighted average grant date fair value per stock option
|
$
|
12.91
|
|
|
$
|
11.88
|
|
|
Number
of Options |
|
Weighted
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at December 31, 2014
|
9,205,690
|
|
|
$
|
31.11
|
|
|
$
|
303,267
|
|
Granted
|
1,785,958
|
|
|
$
|
72.17
|
|
|
|
|
|
Exercised
|
(580,926
|
)
|
|
$
|
31.23
|
|
|
$
|
22,601
|
|
Cancelled or expired
|
(64,442
|
)
|
|
$
|
60.73
|
|
|
|
|
|
Outstanding at June 30, 2015
|
10,346,280
|
|
|
$
|
38.00
|
|
|
$
|
359,603
|
|
Exercisable at June 30, 2015
|
7,572,157
|
|
|
$
|
27.73
|
|
|
$
|
340,994
|
|
Exercisable at December 31, 2014
|
7,159,895
|
|
|
$
|
24.00
|
|
|
$
|
286,728
|
|
|
Number
of Shares |
|
Weighted Average Grant
Date Fair Value Per Share |
|||
Outstanding at December 31, 2014
|
442,310
|
|
|
$
|
56.84
|
|
Granted
|
335,225
|
|
|
$
|
72.22
|
|
Vested
|
(185,255
|
)
|
|
$
|
57.42
|
|
Forfeited
|
(13,602
|
)
|
|
$
|
60.27
|
|
Outstanding at June 30, 2015
|
578,678
|
|
|
$
|
65.48
|
|
|
Pension Plan and SERP
|
|
Postretirement Plan
|
||||||||||||
|
For the Three Months Ended June 30,
|
||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest cost
|
$
|
4,487
|
|
|
$
|
4,738
|
|
|
$
|
134
|
|
|
$
|
163
|
|
Expected return on plan assets
|
|
(8,657
|
)
|
|
|
(8,458
|
)
|
|
|
(142
|
)
|
|
|
(200
|
)
|
Amortization of prior service credit
|
|
—
|
|
|
|
—
|
|
|
|
(38
|
)
|
|
|
(37
|
)
|
Amortization of net actuarial loss
|
|
612
|
|
|
|
116
|
|
|
|
156
|
|
|
|
176
|
|
Net periodic (benefit) cost
|
$
|
(3,558
|
)
|
|
$
|
(3,604
|
)
|
|
$
|
110
|
|
|
$
|
102
|
|
Employer contributions, net
|
$
|
278
|
|
|
$
|
72
|
|
|
$
|
139
|
|
|
$
|
(1,152
|
)
|
|
For the Six Months Ended June 30,
|
||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest cost
|
$
|
9,044
|
|
|
$
|
9,551
|
|
|
$
|
268
|
|
|
$
|
326
|
|
Expected return on plan assets
|
|
(17,216
|
)
|
|
|
(16,971
|
)
|
|
|
(285
|
)
|
|
|
(400
|
)
|
Amortization of prior service credit
|
|
—
|
|
|
|
—
|
|
|
|
(75
|
)
|
|
|
(73
|
)
|
Amortization of net actuarial loss
|
|
1,407
|
|
|
|
268
|
|
|
|
312
|
|
|
|
352
|
|
Net periodic (benefit) cost
|
$
|
(6,765
|
)
|
|
$
|
(7,152
|
)
|
|
$
|
220
|
|
|
$
|
205
|
|
Employer contributions, net
|
$
|
495
|
|
|
$
|
267
|
|
|
$
|
91
|
|
|
$
|
(1,152
|
)
|
|
For the Three Months Ended
|
|
For the Three Months Ended
|
||||||||||||||||||||
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||||
|
Decision
Analytics
|
|
Risk
Assessment
|
|
Total
|
|
Decision
Analytics
|
|
Risk
Assessment
|
|
Total
|
||||||||||||
Revenues
|
$
|
325,920
|
|
|
$
|
171,730
|
|
|
$
|
497,650
|
|
|
$
|
261,602
|
|
|
$
|
161,952
|
|
|
$
|
423,554
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues (exclusive of
items shown separately below) |
|
(144,782
|
)
|
|
|
(50,414
|
)
|
|
|
(195,196
|
)
|
|
|
(120,023
|
)
|
|
|
(52,447
|
)
|
|
|
(172,470
|
)
|
Selling, general and administrative
|
|
(71,398
|
)
|
|
|
(19,894
|
)
|
|
|
(91,292
|
)
|
|
|
(38,625
|
)
|
|
|
(18,449
|
)
|
|
|
(57,074
|
)
|
Investment income and others, net
|
|
(342
|
)
|
|
|
121
|
|
|
|
(221
|
)
|
|
|
—
|
|
|
|
200
|
|
|
|
200
|
|
Gain on derivative instruments
|
|
85,187
|
|
|
|
—
|
|
|
|
85,187
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
EBITDA
|
|
194,585
|
|
|
|
101,543
|
|
|
|
296,128
|
|
|
|
102,954
|
|
|
|
91,256
|
|
|
|
194,210
|
|
Depreciation and amortization of
fixed assets |
|
(22,277
|
)
|
|
|
(6,351
|
)
|
|
|
(28,628
|
)
|
|
|
(15,098
|
)
|
|
|
(5,625
|
)
|
|
|
(20,723
|
)
|
Amortization of intangible assets
|
|
(28,723
|
)
|
|
|
(89
|
)
|
|
|
(28,812
|
)
|
|
|
(14,132
|
)
|
|
|
(89
|
)
|
|
|
(14,221
|
)
|
Less: Investment income and
others, net |
|
342
|
|
|
|
(121
|
)
|
|
|
221
|
|
|
|
—
|
|
|
|
(200
|
)
|
|
|
(200
|
)
|
Gain on derivative instruments
|
|
(85,187
|
)
|
|
|
—
|
|
|
|
(85,187
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Operating income
|
$
|
58,740
|
|
|
$
|
94,982
|
|
|
$
|
153,722
|
|
|
$
|
73,724
|
|
|
$
|
85,342
|
|
|
$
|
159,066
|
|
|
For the Six Months Ended
|
|
For the Six Months Ended
|
||||||||||||||||||||
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||||
|
Decision
Analytics |
|
Risk
Assessment |
|
Total
|
|
Decision
Analytics |
|
Risk
Assessment |
|
Total
|
||||||||||||
Revenues
|
$
|
614,375
|
|
|
$
|
342,672
|
|
|
$
|
957,047
|
|
|
$
|
508,932
|
|
|
$
|
324,265
|
|
|
$
|
833,197
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of revenues (exclusive of items
shown separately below) |
|
(278,026
|
)
|
|
|
(101,386
|
)
|
|
|
(379,412
|
)
|
|
|
(239,782
|
)
|
|
|
(102,361
|
)
|
|
|
(342,143
|
)
|
Selling, general and
administrative |
|
(110,635
|
)
|
|
|
(38,963
|
)
|
|
|
(149,598
|
)
|
|
|
(76,676
|
)
|
|
|
(37,532
|
)
|
|
|
(114,208
|
)
|
Investment income and others, net
|
|
(947
|
)
|
|
|
188
|
|
|
|
(759
|
)
|
|
|
—
|
|
|
|
209
|
|
|
|
209
|
|
EBITDA from discontinued operations
(including the gain on sale in 2014) |
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
55,588
|
|
|
|
—
|
|
|
|
55,588
|
|
Gain on derivative instruments
|
|
85,187
|
|
|
|
—
|
|
|
|
85,187
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
EBITDA
|
|
309,954
|
|
|
|
202,511
|
|
|
|
512,465
|
|
|
|
248,062
|
|
|
|
184,581
|
|
|
|
432,643
|
|
Depreciation and amortization of
fixed assets |
|
(40,757
|
)
|
|
|
(12,313
|
)
|
|
|
(53,070
|
)
|
|
|
(31,129
|
)
|
|
|
(9,375
|
)
|
|
|
(40,504
|
)
|
Amortization of intangible assets
|
|
(42,776
|
)
|
|
|
(177
|
)
|
|
|
(42,953
|
)
|
|
|
(28,256
|
)
|
|
|
(177
|
)
|
|
|
(28,433
|
)
|
Less: Investment income and others,
net |
|
947
|
|
|
|
(188
|
)
|
|
|
759
|
|
|
|
—
|
|
|
|
(209
|
)
|
|
|
(209
|
)
|
EBITDA from discontinued operations
(including the gain on sale in 2014) |
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(55,588
|
)
|
|
|
—
|
|
|
|
(55,588
|
)
|
Gain on derivative instruments
|
|
(85,187
|
)
|
|
|
—
|
|
|
|
(85,187
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Operating income
|
$
|
142,181
|
|
|
$
|
189,833
|
|
|
$
|
332,014
|
|
|
$
|
133,089
|
|
|
$
|
174,820
|
|
|
$
|
307,909
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Decision Analytics:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance
|
$
|
165,276
|
|
|
$
|
152,831
|
|
|
$
|
319,009
|
|
|
$
|
294,261
|
|
Financial services
|
|
26,380
|
|
|
|
21,837
|
|
|
|
61,550
|
|
|
|
42,853
|
|
Healthcare
|
|
69,051
|
|
|
|
65,092
|
|
|
|
144,155
|
|
|
|
128,988
|
|
Energy and specialized markets
|
|
65,213
|
|
|
|
21,842
|
|
|
|
89,661
|
|
|
|
42,830
|
|
Total Decision Analytics
|
|
325,920
|
|
|
|
261,602
|
|
|
|
614,375
|
|
|
|
508,932
|
|
Risk Assessment:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Industry-standard insurance programs
|
|
130,776
|
|
|
|
123,194
|
|
|
|
261,372
|
|
|
|
247,011
|
|
Property-specific rating and underwriting information
|
|
40,954
|
|
|
|
38,758
|
|
|
|
81,300
|
|
|
|
77,254
|
|
Total Risk Assessment
|
|
171,730
|
|
|
|
161,952
|
|
|
|
342,672
|
|
|
|
324,265
|
|
Total revenues
|
$
|
497,650
|
|
|
$
|
423,554
|
|
|
$
|
957,047
|
|
|
$
|
833,197
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Long-lived assets:
|
|
|
|
|
|
||
U.S.
|
$
|
2,227,516
|
|
|
$
|
1,893,660
|
|
U.K.
|
|
2,933,807
|
|
|
|
37,219
|
|
Other countries
|
|
4,353
|
|
|
|
29,968
|
|
Total long-lived assets
|
$
|
5,165,676
|
|
|
$
|
1,960,847
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(1)
|
EBITDA is the financial measure which management uses to evaluate the performance of our Company. “EBITDA” is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. In addition, this Management’s Discussion and Analysis of Financial Condition and Results of Operations includes references to EBITDA margin, which is computed as EBITDA divided by revenues. See Note 13 of our condensed consolidated financial statements included in this Form 10-Q filing. Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies. EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our results of operations or cash flows from operating activities reported under GAAP. Management uses EBITDA in conjunction with GAAP operating performance measures as part of its overall assessment of company performance. Some of these limitations are:
|
•
|
EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
|
•
|
EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Although depreciation and amortization are noncash charges, the assets being depreciated and amortized often will have to be replaced in the future and EBITDA does not reflect any cash requirements for such replacements; and
|
•
|
Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure. Please note because EBITDA is calculated from net income, this presentation included EBITDA from discontinued operations of our mortgage services business.
|
(2)
|
On March 11, 2014, we sold our mortgage services business, Interthinx. See Note 6 of our condensed consolidated financial statements included in this Form 10-Q filing.
|
|
Six Months Ended June 30,
|
|
Percentage
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
|
(In thousands)
|
|
|
|||||||
Insurance
|
$
|
319,009
|
|
|
$
|
294,261
|
|
|
8.4
|
%
|
Financial services
|
|
61,550
|
|
|
|
42,853
|
|
|
43.6
|
%
|
Healthcare
|
|
144,155
|
|
|
|
128,988
|
|
|
11.8
|
%
|
Energy and specialized markets
|
|
89,661
|
|
|
|
42,830
|
|
|
109.3
|
%
|
Total Decision Analytics
|
$
|
614,375
|
|
|
$
|
508,932
|
|
|
20.7
|
%
|
|
Three Months Ended June 30,
|
|
Percentage
|
|||||||
|
2015
|
|
2014
|
|
Change
|
|||||
|
(In thousands)
|
|
|
|||||||
Insurance
|
$
|
165,276
|
|
|
$
|
152,831
|
|
|
8.1
|
%
|
Financial services
|
|
26,380
|
|
|
|
21,837
|
|
|
20.8
|
%
|
Healthcare
|
|
69,051
|
|
|
|
65,092
|
|
|
6.1
|
%
|
Energy and specialized markets
|
|
65,213
|
|
|
|
21,842
|
|
|
198.6
|
%
|
Total Decision Analytics
|
$
|
325,920
|
|
|
$
|
261,602
|
|
|
24.6
|
%
|
|
Three Months Ended
June 30, |
|
Percentage
|
|
Six Months Ended
June 30, |
|
Percentage
|
||||||||||||||
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||||||||||
Industry-standard insurance
programs |
$
|
130,776
|
|
|
$
|
123,194
|
|
|
6.2
|
%
|
|
$
|
261,372
|
|
|
$
|
247,011
|
|
|
5.8
|
%
|
Property-specific rating and
underwriting information |
|
40,954
|
|
|
|
38,758
|
|
|
5.7
|
%
|
|
|
81,300
|
|
|
|
77,254
|
|
|
5.2
|
%
|
Total Risk Assessment
|
$
|
171,730
|
|
|
$
|
161,952
|
|
|
6.0
|
%
|
|
$
|
342,672
|
|
|
$
|
324,265
|
|
|
5.7
|
%
|
|
Six Months Ended June 30,
|
|
Percentage
Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(In thousands)
|
|
|
|||||||
Net cash provided by operating activities
|
$
|
355,501
|
|
|
$
|
286,835
|
|
|
23.9
|
%
|
Net cash (used in) provided by investing activities
|
$
|
(2,865,258
|
)
|
|
$
|
70,484
|
|
|
(4,165.1
|
)%
|
Net cash provided by (used in) financing activities
|
$
|
2,603,364
|
|
|
$
|
(104,432
|
)
|
|
2,592.9
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
|
Verisk Analytics, Inc.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
Date: July 28, 2015
|
By:
|
/s/ Mark V. Anquillare
|
|
|
Mark V. Anquillare
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Verisk Analytics, Inc. dated May 26, 2015, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated May 26, 2015.
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Verisk Analytics, Inc. dated May 26, 2015, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, dated May 26, 2015.
|
|
|
|
4.1
|
|
Fifth Supplemental Indenture, dated May 15, 2015, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee (including the Forms of 4.000% Senior Notes due 2025 and 5.500% Senior Notes due 2045), incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated May 11, 2015.
|
|
|
|
10.1
|
|
Second Amended and Restated Credit Agreement dated April 22, 2015 among Verisk Analytics, Inc., as borrower, and the lenders and agents party thereto, incorporated herein, by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated April 22, 2015.
|
|
|
|
10.2
|
|
First Amendment to Second Amended and Restated Credit Agreement dated July 24, 2015 among Verisk Analytics, Inc., as borrower, and the lenders and agents party thereto.*
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer and Chief Financial Officer of Verisk Analytics, Inc. pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.*
|
|
|
|
101.INS
|
|
XBRL Instance Document.*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.*
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.*
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase.*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.*
|
*
|
Filed herewith.
|
|
VERISK ANALYTICS, INC.,
as the Borrower
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
Name:
|
Mark Anquillare
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
BANK OF AMERICA, N.A
., as the Administrative
|
|
|
Agent
|
|
|
|
|
|
By:
|
/s/
|
|
BANK OF AMERICA, N.A
., as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
JPMORGAN CHASE BANK, N.A
., as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
SunTrust Bank
, as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
Wells Fargo Bank, N.A
., as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
CITIZENS BANK, N.A
., as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
Morgan Stanley Bank, N.A.
, as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
HSBC Bank USA, N.A
., as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
ROYAL BANK OF CANADA
, as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
BNP Paribas,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
TD BANK, N.A
., as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
|
|
|
The Northern Trust Company
, as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/
|
|
|
|
|
CAPITAL ONE NATIONAL ASSOCIATION
, as a
|
|
|
Lender
|
|
|
|
|
|
By:
|
/s/
|
|
|
|
Date: July 28, 2015
|
/s/ Scott G. Stephenson
|
|
Scott G. Stephenson
|
|
President and
|
|
Chief Executive Officer
|
Date: July 28, 2015
|
/s/ Mark V. Anquillare
|
|
Mark V. Anquillare
|
|
Executive Vice President and
|
|
Chief Financial Officer
|
Date: July 28, 2015
|
/s/ Scott G. Stephenson
|
|
Scott G. Stephenson
|
|
President and
|
|
Chief Executive Officer
|
Date: July 28, 2015
|
/s/ Mark V. Anquillare
|
|
Mark V. Anquillare
|
|
Executive Vice President and
|
|
Chief Financial Officer
|