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☑
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ANNUAL 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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Title of each class
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Name of each exchange on which registered
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Common Stock $.001 par value
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NASDAQ Global Select Market
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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Exhibit 21.1
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Exhibit 23.1
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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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Item 1.
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Business
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•
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quantifying the ultimate cost of repair or reconstruction of damaged or destroyed buildings,
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•
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aiding in the settlement of insurance claims, and
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•
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tracking the process of repair or reconstruction and facilitating communication among insurers, adjusters, contractors, and policyholders.
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Item 1A.
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Risk Factors
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•
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deterring customers from using our solutions;
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•
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deterring data suppliers from supplying data to us;
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•
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harming our reputation;
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•
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exposing us to liability;
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•
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increasing operating expenses to correct problems caused by the breach;
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•
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affecting our ability to meet customers’ expectations; and/or
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•
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causing inquiry from governmental authorities.
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•
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changes in the business analytics industry,
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•
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changes in technology,
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•
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our inability to obtain or use state fee schedule or claims data in our insurance solutions,
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•
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saturation of market demand,
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•
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loss of key customers,
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•
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industry consolidation, and
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•
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failure to execute our customer-focused selling approach.
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•
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failing to implement or remediate controls, procedures and policies appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls, procedures and policies,
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•
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paying more than fair market value for an acquired company or assets,
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•
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failing to integrate the operations and personnel of the acquired businesses in an efficient, timely manner,
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•
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assuming potential liabilities of an acquired company,
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•
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managing the potential disruption to our ongoing business,
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•
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distracting management focus from our core businesses,
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•
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failing to retain management at the acquired company,
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•
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difficulty in acquiring suitable businesses, including challenges in predicting the value an acquisition will ultimately contribute to our business,
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•
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possibility of overpaying for acquisitions, particularly those with significant intangible assets that derive value using novel tools and/or are involved in niche markets,
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•
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impairing relationships with employees, customers, and strategic partners,
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•
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incurring expenses associated with the amortization of intangible assets particularly for intellectual property and other intangible assets,
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•
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incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets due to changes in market conditions, weak economies in certain competitive markets, or the failure of certain acquisitions to realize expected benefits, and
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•
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diluting the share value and voting power of existing stockholders.
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•
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amendment, enactment, or interpretation of laws and regulations which restrict the access and use of personal information and reduce the supply of data available to customers;
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•
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changes in cultural and consumer attitudes to favor further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions;
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•
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failure of our solutions to comply with current laws and regulations; and
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•
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failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner.
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•
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authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares to thwart a takeover attempt,
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•
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prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of the stock to elect some directors,
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•
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require that vacancies on the board of directors, including newly-created directorships, be filled only by a majority vote of directors then in office,
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•
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limit who may call special meetings of stockholders,
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•
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prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a meeting of the stockholders, and
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•
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establish advance notice requirements for nominating candidates for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Location
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Square Feet
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Lease Expiration Date
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Jersey City, New Jersey
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352,765
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December 31, 2033
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Lehi, Utah
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200,000
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January 31, 2024
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Boston, Massachusetts
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69,806
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November 30, 2020
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White Plains, New York
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63,461
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September 29, 2021
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Houston, Texas
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56,584
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April 30, 2023
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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2017
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2016
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||||||||||||
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High
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Low
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High
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Low
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||||||||
Fourth Quarter
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$
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96.45
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$
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83.33
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$
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84.15
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$
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79.36
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Third Quarter
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$
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87.32
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$
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79.23
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$
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85.75
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$
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79.43
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Second Quarter
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$
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84.37
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$
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76.75
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$
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81.08
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$
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76.00
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First Quarter
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$
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85.19
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$
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79.35
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$
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79.92
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$
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65.95
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Item 6.
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Selected Financial Data
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(In millions)
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||||||||||||||||||
Other data:
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|||||
EBITDA (2):
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|||||
Decision Analytics EBITDA
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$
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589.1
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$
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835.8
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$
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647.7
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$
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489.8
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$
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413.4
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Risk Assessment EBITDA
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458.7
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415.5
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406.5
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368.8
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346.9
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EBITDA
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$
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1,047.8
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$
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1,251.3
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$
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1,054.2
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$
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858.6
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$
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760.3
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The following is a reconciliation of net income to EBITDA:
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|||||||||||||||||||
Net income
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$
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555.1
|
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$
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591.2
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$
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507.6
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$
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400.0
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$
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348.4
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Depreciation and amortization of fixed and intangible assets from continuing operations
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237.4
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|
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211.6
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|
|
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167.0
|
|
|
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95.5
|
|
|
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85.4
|
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Interest expense from continuing operations
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119.4
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|
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120.0
|
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121.4
|
|
|
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70.0
|
|
|
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76.1
|
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Provision for income taxes from continuing operations
|
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135.9
|
|
|
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202.2
|
|
|
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196.6
|
|
|
|
208.5
|
|
|
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184.8
|
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Depreciation, amortization, interest and provision for income taxes from discontinued operations
|
|
—
|
|
|
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126.3
|
|
|
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61.6
|
|
|
|
84.6
|
|
|
|
65.6
|
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EBITDA
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$
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1,047.8
|
|
|
$
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1,251.3
|
|
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$
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1,054.2
|
|
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$
|
858.6
|
|
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$
|
760.3
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
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|
|
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|||||
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(In millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
142.3
|
|
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$
|
135.1
|
|
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$
|
138.3
|
|
|
$
|
39.3
|
|
|
$
|
165.8
|
|
Total assets
|
$
|
6,020.3
|
|
|
$
|
4,631.2
|
|
|
$
|
5,593.7
|
|
|
$
|
2,335.1
|
|
|
$
|
2,492.8
|
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Total debt (3)
|
$
|
3,008.8
|
|
|
$
|
2,387.0
|
|
|
$
|
3,145.7
|
|
|
$
|
1,426.7
|
|
|
$
|
1,264.2
|
|
Stockholders’ equity
|
$
|
1,925.4
|
|
|
$
|
1,332.4
|
|
|
$
|
1,372.0
|
|
|
$
|
211.0
|
|
|
$
|
547.6
|
|
(1)
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On June 1, 2016 and March 11, 2014, we sold our healthcare business and mortgage services business, respectively. Results of operations for the healthcare and mortgage services businesses are reported as discontinued operations for the year ended December 31, 2016 and for all prior periods presented. As necessary, the amounts have been retroactively adjusted in all periods presented to give recognition to the discontinued operations. See Note 9 of our consolidated financial statements included in this annual report on Form 10-K.
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(2)
|
EBITDA is the financial measure that management uses to evaluate the performance of our segments. “EBITDA” is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. Because EBITDA is calculated from net income, this presentation includes EBITDA from discontinued operations of our healthcare business and mortgage services business. In addition, references to EBITDA margin, which is computed as EBITDA divided by revenues from continuing and discontinued operations. See Note 17 of our consolidated financial statements included in this annual report on Form 10-K.
|
•
|
EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments.
|
▪
|
EBITDA does not reflect changes in, or cash requirements for, our working capital needs.
|
▪
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future and EBITDA does not reflect any cash requirements for such replacements.
|
▪
|
Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
(3)
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Includes capital lease obligations.
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Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2017
|
|
2016
|
|
Percentage
Change |
|||||
|
|
|
|
|
|
|
|
|||
|
|
(In millions)
|
|
|
||||||
Insurance
|
$
|
784.7
|
|
|
$
|
699.8
|
|
|
12.1
|
%
|
Energy and specialized markets
|
|
444.7
|
|
|
|
442.8
|
|
|
0.4
|
%
|
Financial services
|
|
145.5
|
|
|
|
128.3
|
|
|
13.4
|
%
|
Total Decision Analytics
|
$
|
1,374.9
|
|
|
$
|
1,270.9
|
|
|
8.2
|
%
|
|
2017
|
|
2016
|
|
Percentage
Change |
|||||
|
|
|
|
|
|
|
|
|||
|
|
(In millions)
|
|
|
||||||
Industry-standard insurance programs
|
$
|
593.6
|
|
|
$
|
554.1
|
|
|
7.1
|
%
|
Property-specific rating and underwriting information
|
|
176.7
|
|
|
|
170.2
|
|
|
3.8
|
%
|
Total Risk Assessment
|
$
|
770.3
|
|
|
$
|
724.3
|
|
|
6.4
|
%
|
|
2016
|
|
2015
|
|
Percentage
Change |
|||||
|
|
|
|
|
|
|
|
|||
|
|
(In millions)
|
|
|
||||||
Insurance
|
$
|
699.8
|
|
|
$
|
647.2
|
|
|
8.1
|
%
|
Energy and specialized markets
|
|
442.8
|
|
|
|
308.8
|
|
|
43.4
|
%
|
Financial services
|
|
128.3
|
|
|
|
116.5
|
|
|
10.1
|
%
|
Total Decision Analytics
|
$
|
1,270.9
|
|
|
$
|
1,072.5
|
|
|
18.5
|
%
|
|
2016
|
|
2015
|
|
Percentage
Change |
|||||
|
|
|
|
|
|
|
|
|||
|
|
(In millions)
|
|
|
||||||
Industry-standard insurance programs
|
$
|
554.1
|
|
|
$
|
524.6
|
|
|
5.6
|
%
|
Property-specific rating and underwriting information
|
|
170.2
|
|
|
|
163.6
|
|
|
4.0
|
%
|
Total Risk Assessment
|
$
|
724.3
|
|
|
$
|
688.2
|
|
|
5.2
|
%
|
|
|
For the Quarters Ended
|
|
|
|||||||||||
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Full Year
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2017
|
|
2017
|
|||||||||||
|
|
(in millions, except for per share data)
|
|
|
|||||||||||
Statement of operations data:
|
|
|
|
|
|||||||||||
Revenues
|
$
|
502.6
|
|
$
|
523.2
|
|
$
|
549.1
|
|
$
|
570.3
|
|
$
|
2,145.2
|
|
Operating income
|
$
|
187.7
|
|
$
|
195.0
|
|
$
|
208.4
|
|
$
|
210.1
|
|
$
|
801.2
|
|
Net income
|
$
|
108.8
|
|
$
|
121.0
|
|
$
|
120.7
|
|
$
|
204.6
|
|
$
|
555.1
|
|
Basic net income per share:
|
$
|
0.65
|
|
$
|
0.73
|
|
$
|
0.73
|
|
$
|
1.24
|
|
$
|
3.36
|
|
Diluted net income per share:
|
$
|
0.64
|
|
$
|
0.72
|
|
$
|
0.72
|
|
$
|
1.22
|
|
$
|
3.29
|
|
|
|
For the Quarters Ended
|
|
|
|||||||||||
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
|
Full Year
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2016
|
|
2016
|
|||||||||||
|
|
(in millions, except for per share data)
|
|
|
|||||||||||
Statement of operations data:
|
|
|
|
|
|||||||||||
Revenues
|
$
|
492.7
|
|
$
|
498.3
|
|
$
|
498.1
|
|
$
|
506.1
|
|
$
|
1,995.2
|
|
Operating income
|
$
|
192.6
|
|
$
|
191.1
|
|
$
|
198.4
|
|
$
|
185.5
|
|
$
|
767.6
|
|
Income from continuing operations
|
$
|
109.7
|
|
$
|
106.7
|
|
$
|
127.6
|
|
$
|
107.5
|
|
$
|
451.5
|
|
Income from discontinued operations
|
$
|
(17.1
|
)
|
$
|
155.0
|
|
$
|
—
|
|
$
|
1.8
|
|
$
|
139.7
|
|
Net income
|
$
|
92.6
|
|
$
|
261.7
|
|
$
|
127.6
|
|
$
|
109.3
|
|
$
|
591.2
|
|
Basic net income per share:
|
$
|
0.55
|
|
$
|
1.56
|
|
$
|
0.76
|
|
$
|
0.65
|
|
$
|
3.51
|
|
Diluted net income per share:
|
$
|
0.54
|
|
$
|
1.53
|
|
$
|
0.74
|
|
$
|
0.64
|
|
$
|
3.45
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|||
|
|
(In millions)
|
|||||||||
Net cash provided by operating activities
|
$
|
743.5
|
|
|
$
|
577.5
|
|
|
$
|
663.8
|
|
Net cash (used in) provided by investing activities
|
$
|
(1,105.5
|
)
|
|
$
|
493.2
|
|
|
$
|
(3,006.3
|
)
|
Net cash provided by (used in) financing activities
|
$
|
362.5
|
|
|
$
|
(1,064.2
|
)
|
|
$
|
2,440.9
|
|
|
|
Payments Due by Period
|
|||||||||||||||||
|
|
Total
|
|
|
Less than
1 year
|
|
|
2-3 years
|
|
|
4-5 years
|
|
|
More than
5 years
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
(In millions)
|
|||||||||||||||||
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt, current portion of long-term debt and interest
|
$
|
3,319.8
|
|
|
$
|
110.4
|
|
|
$
|
454.3
|
|
|
$
|
974.2
|
|
|
$
|
1,780.9
|
|
Operating leases
|
|
365.3
|
|
|
|
40.6
|
|
|
|
84.7
|
|
|
|
66.1
|
|
|
|
173.9
|
|
Pension and postretirement plans (1)
|
|
33.4
|
|
|
|
2.6
|
|
|
|
5.0
|
|
|
|
4.3
|
|
|
|
21.5
|
|
Capital lease obligations
|
|
18.0
|
|
|
|
10.0
|
|
|
|
6.6
|
|
|
|
1.4
|
|
|
|
—
|
|
Other long-term liabilities (2)
|
|
1.2
|
|
|
|
0.4
|
|
|
|
0.3
|
|
|
|
—
|
|
|
|
0.5
|
|
Total (3)
|
$
|
3,737.7
|
|
|
$
|
164.0
|
|
|
$
|
550.9
|
|
|
$
|
1,046.0
|
|
|
$
|
1,976.8
|
|
(1)
|
Our funding policy is to contribute at least equal to the minimum legal funding requirement.
|
(2)
|
Other long-term liabilities consist of our employee-related deferred compensation plan. We also have a deferred compensation plan for our Board of Directors; however, based on past performance and the uncertainty of the dollar amounts to be paid, if any, we have excluded such amounts from the above table.
|
(3)
|
Unrecognized tax benefits of approximately
$16.3 million
have been recorded as liabilities in accordance with ASC 740, which have been omitted from the table above, and we are uncertain as to if or when such amounts may be settled, with the exception of those amounts subject to a statute of limitation. Related to the unrecognized tax benefits, we also have recorded a liability for potential penalties and interest of
$4.5
million.
|
|
Pension
|
|
Postretirement
|
||||||||||||||||||||||||||||
|
1% Decrease
|
|
1% Increase
|
|
1% Decrease
|
|
1% Increase
|
||||||||||||||||||||||||
|
|
Benefit
(Credit) Cost |
|
|
Projected
Benefit Obligation |
|
|
Benefit
Cost (Credit) |
|
|
Projected
Benefit Obligation |
|
|
Benefit
Cost |
|
|
Projected
Benefit Obligation |
|
|
Benefit
(Credit) |
|
|
Projected
Benefit Obligation |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Discount Rate
|
$
|
(0.7
|
)
|
|
$
|
50.1
|
|
|
$
|
0.4
|
|
|
$
|
(41.9
|
)
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
Expected Rate of Return on Assets
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
(4.3
|
)
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
1)
|
Due to the federal corporate rate reduction, a re-measurement of deferred tax assets and liabilities resulted in the recording of a benefit of approximately $89.1 million.
|
2)
|
100% bonus depreciation on qualifying assets resulted in an estimated decrease to the current income tax payable of approximately $8.0 million.
|
3)
|
We are not expected to be impacted by the one-time repatriation tax on foreign earnings.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedule
|
(1)
|
Financial Statements. See Index to Financial Statements and Schedules in Part II, Item 8. on this Form 10-K.
|
(2)
|
Financial Statement Schedule. See Schedule II. Valuation and Qualifying Accounts and Reserves.
|
(3)
|
Exhibits. See Index to Exhibits in this annual report on Form 10-K.
|
Item 16.
|
Form 10-K Summary
|
|
|
Verisk Analytics, Inc. Consolidated Financial Statements as of December 31, 2017 and 2016 and for the Years Ended December 31, 2017, 2016 and 2015.
|
|
Financial Statements Schedule
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
|
||
|
(In millions, except for
share and per share data) |
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
142.3
|
|
|
$
|
135.1
|
|
Available-for-sale securities
|
|
3.8
|
|
|
|
3.4
|
|
Accounts receivable, net
|
|
345.5
|
|
|
|
263.9
|
|
Prepaid expenses
|
|
38.1
|
|
|
|
28.9
|
|
Income taxes receivable
|
|
28.8
|
|
|
|
49.3
|
|
Other current assets
|
|
39.1
|
|
|
|
20.3
|
|
Total current assets
|
|
597.6
|
|
|
|
500.9
|
|
Noncurrent assets:
|
|
|
|
|
|
||
Fixed assets, net
|
|
478.3
|
|
|
|
380.3
|
|
Intangible assets, net
|
|
1,345.3
|
|
|
|
1,010.8
|
|
Goodwill
|
|
3,368.7
|
|
|
|
2,578.1
|
|
Deferred income tax assets
|
|
15.9
|
|
|
|
15.6
|
|
Other assets
|
|
214.5
|
|
|
|
145.5
|
|
Total assets
|
$
|
6,020.3
|
|
|
$
|
4,631.2
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
225.4
|
|
|
$
|
184.0
|
|
Short-term debt and current portion of long-term debt
|
|
724.4
|
|
|
|
106.8
|
|
Deferred revenues
|
|
384.7
|
|
|
|
330.8
|
|
Income taxes payable
|
|
3.1
|
|
|
|
—
|
|
Total current liabilities
|
|
1,337.6
|
|
|
|
621.6
|
|
Noncurrent liabilities:
|
|
|
|
|
|
||
Long-term debt
|
|
2,284.4
|
|
|
|
2,280.2
|
|
Deferred income tax liabilities
|
|
337.8
|
|
|
|
322.2
|
|
Other liabilities
|
|
135.1
|
|
|
|
74.8
|
|
Total liabilities
|
|
4,094.9
|
|
|
|
3,298.8
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
||
Verisk common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued and 164,878,930 and 166,915,772 shares outstanding, respectively
|
|
0.1
|
|
|
|
0.1
|
|
Additional paid-in capital
|
|
2,180.1
|
|
|
|
2,121.6
|
|
Treasury stock, at cost, 379,124,108 and 377,087,266 shares, respectively
|
|
(3,150.5
|
)
|
|
|
(2,891.4
|
)
|
Retained earnings
|
|
3,308.0
|
|
|
|
2,752.9
|
|
Accumulated other comprehensive losses
|
|
(412.3
|
)
|
|
|
(650.8
|
)
|
Total stockholders’ equity
|
|
1,925.4
|
|
|
|
1,332.4
|
|
Total liabilities and stockholders’ equity
|
$
|
6,020.3
|
|
|
$
|
4,631.2
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|||
|
(In millions, except for share and per share data)
|
||||||||||
Revenues
|
$
|
2,145.2
|
|
|
$
|
1,995.2
|
|
|
$
|
1,760.7
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of revenues (exclusive of items shown separately below)
|
|
783.8
|
|
|
|
714.4
|
|
|
|
612.0
|
|
Selling, general and administrative
|
|
322.8
|
|
|
|
301.6
|
|
|
|
278.3
|
|
Depreciation and amortization of fixed assets
|
|
135.6
|
|
|
|
119.1
|
|
|
|
96.6
|
|
Amortization of intangible assets
|
|
101.8
|
|
|
|
92.5
|
|
|
|
70.4
|
|
Total expenses
|
|
1,344.0
|
|
|
|
1,227.6
|
|
|
|
1,057.3
|
|
Operating income
|
|
801.2
|
|
|
|
767.6
|
|
|
|
703.4
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|||
Investment income and others, net
|
|
9.2
|
|
|
|
6.1
|
|
|
|
16.9
|
|
Gain on derivative instruments
|
|
—
|
|
|
|
—
|
|
|
|
85.2
|
|
Interest expense
|
|
(119.4
|
)
|
|
|
(120.0
|
)
|
|
|
(121.4
|
)
|
Total other expense, net
|
|
(110.2
|
)
|
|
|
(113.9
|
)
|
|
|
(19.3
|
)
|
Income before income taxes
|
|
691.0
|
|
|
|
653.7
|
|
|
|
684.1
|
|
Provision for income taxes
|
|
(135.9
|
)
|
|
|
(202.2
|
)
|
|
|
(196.6
|
)
|
Income from continuing operations
|
|
555.1
|
|
|
|
451.5
|
|
|
|
487.5
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|||
Income from discontinued operations (Note 9)
|
|
—
|
|
|
|
253.0
|
|
|
|
33.4
|
|
Provision for income taxes from discontinued operations
|
|
—
|
|
|
|
(113.3
|
)
|
|
|
(13.3
|
)
|
Income from discontinued operations
|
|
—
|
|
|
|
139.7
|
|
|
|
20.1
|
|
Net income
|
$
|
555.1
|
|
|
$
|
591.2
|
|
|
$
|
507.6
|
|
Basic net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
$
|
3.36
|
|
|
$
|
2.68
|
|
|
$
|
2.95
|
|
Income from discontinued operations
|
|
—
|
|
|
|
0.83
|
|
|
|
0.12
|
|
Basic net income per share
|
$
|
3.36
|
|
|
$
|
3.51
|
|
|
$
|
3.07
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
$
|
3.29
|
|
|
$
|
2.64
|
|
|
$
|
2.89
|
|
Income from discontinued operations
|
|
—
|
|
|
|
0.81
|
|
|
|
0.12
|
|
Diluted net income per share
|
$
|
3.29
|
|
|
$
|
3.45
|
|
|
$
|
3.01
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
165,168,224
|
|
|
|
168,248,304
|
|
|
|
165,090,380
|
|
Diluted
|
|
168,688,868
|
|
|
|
171,171,572
|
|
|
|
168,451,343
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|||
|
(In millions)
|
||||||||||
Net income
|
$
|
555.1
|
|
|
$
|
591.2
|
|
|
$
|
507.6
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
|
227.0
|
|
|
|
(395.6
|
)
|
|
|
(162.7
|
)
|
Unrealized holding gain on available-for-sale securities
|
|
0.4
|
|
|
|
0.3
|
|
|
|
0.1
|
|
Pension and postretirement adjustment
|
|
11.1
|
|
|
|
(13.5
|
)
|
|
|
1.1
|
|
Total other comprehensive income (loss)
|
|
238.5
|
|
|
|
(408.8
|
)
|
|
|
(161.5
|
)
|
Comprehensive income
|
$
|
793.6
|
|
|
$
|
182.4
|
|
|
$
|
346.1
|
|
|
|
|
|
|
|
Unearned
KSOP Contributions |
|
Additional
Paid-in Capital |
|
Treasury
Stock |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Losses |
|
Total
Stockholders’ Equity |
||||||||||||||
|
Common Stock Issued
|
|
Par Value
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
(In millions, except for share data)
|
|||||||||||||||||||||||||||||
Balance, January 1, 2015
|
544,003,038
|
|
|
$
|
0.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
1,171.2
|
|
|
$
|
(2,533.7
|
)
|
|
$
|
1,654.1
|
|
|
$
|
(80.5
|
)
|
|
$
|
211.0
|
|
Net income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
507.6
|
|
|
|
—
|
|
|
|
507.6
|
|
Other comprehensive loss
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(161.5
|
)
|
|
|
(161.5
|
)
|
Treasury stock acquired (1,088,474 shares)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
100.0
|
|
|
|
(120.5
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(20.5
|
)
|
KSOP shares earned (47,686 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
0.2
|
|
|
|
13.6
|
|
|
|
0.3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14.1
|
|
Shares issued from equity offering (10,604,000 reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
651.3
|
|
|
|
69.6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
720.9
|
|
Stock options exercised, including tax benefit of $28.0 (1,739,847 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
57.5
|
|
|
|
11.7
|
|
|
|
—
|
|
|
|
—
|
|
|
|
69.2
|
|
Restricted stock lapsed, including tax benefit of $1.2 (177,252 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.1
|
|
|
|
1.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.3
|
|
Employee stock purchase plan (25,599 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.6
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.8
|
|
Stock based compensation
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
30.1
|
|
Net share settlement from restricted stock awards (32,882 shares withheld for tax settlement)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2.4
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2.4
|
)
|
Other stock issuances (5,844 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.4
|
|
Balance, December 31, 2015
|
544,003,038
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
2,023.4
|
|
|
|
(2,571.2
|
)
|
|
|
2,161.7
|
|
|
|
(242.0
|
)
|
|
|
1,372.0
|
|
Net income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
591.2
|
|
|
|
—
|
|
|
|
591.2
|
|
Other comprehensive loss
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(408.8
|
)
|
|
|
(408.8
|
)
|
Treasury stock acquired (4,325,548 shares)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(333.3
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(333.3
|
)
|
KSOP shares earned (181,198 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
13.2
|
|
|
|
1.3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14.5
|
|
Stock options exercised, including tax benefit of $22.1 (1,409,803 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
56.2
|
|
|
|
10.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
66.4
|
|
Restricted stock lapsed, including tax benefit of $1.2 (169,365 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.2
|
|
Employee stock purchase plan (29,867 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2.1
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2.3
|
|
Stock based compensation
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
29.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
29.9
|
|
Net share settlement from restricted stock awards (38,250 shares withheld for tax settlement)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3.1
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3.1
|
)
|
Other stock issuances (26,106 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.1
|
)
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.1
|
|
Balance, December 31, 2016
|
544,003,038
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
2,121.6
|
|
|
|
(2,891.4
|
)
|
|
|
2,752.9
|
|
|
|
(650.8
|
)
|
|
|
1,332.4
|
|
Net income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
555.1
|
|
|
|
—
|
|
|
|
555.1
|
|
Other comprehensive income
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
238.5
|
|
|
|
238.5
|
|
Treasury stock acquired (3,356,360 shares)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(269.8
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(269.8
|
)
|
Stock options exercised (1,125,004 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
28.7
|
|
|
|
9.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
37.9
|
|
Restricted stock lapsed (143,557 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1.1
|
)
|
|
|
1.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Employee stock purchase plan (29,605 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2.2
|
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2.4
|
|
Stock based compensation
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31.8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31.8
|
|
Net share settlement from restricted stock awards (36,067 shares withheld for tax settlement)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2.9
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2.9
|
)
|
Other stock issuances (21,352 shares reissued from treasury stock)
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.2
|
)
|
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Balance, December 31, 2017
|
544,003,038
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
2,180.1
|
|
|
$
|
(3,150.5
|
)
|
|
$
|
3,308.0
|
|
|
$
|
(412.3
|
)
|
|
$
|
1,925.4
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|||
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
555.1
|
|
|
$
|
591.2
|
|
|
$
|
507.6
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization of fixed assets
|
|
135.6
|
|
|
|
126.2
|
|
|
|
120.6
|
|
Amortization of intangible assets
|
|
101.8
|
|
|
|
98.4
|
|
|
|
94.8
|
|
Amortization of debt issuance costs and original issue discount
|
|
4.2
|
|
|
|
5.0
|
|
|
|
12.9
|
|
Provision for doubtful accounts
|
|
2.0
|
|
|
|
2.4
|
|
|
|
1.3
|
|
KSOP stock based compensation expense
|
|
—
|
|
|
|
14.5
|
|
|
|
14.1
|
|
Stock based compensation
|
|
31.8
|
|
|
|
30.0
|
|
|
|
30.5
|
|
Gain on derivative instruments
|
|
—
|
|
|
|
—
|
|
|
|
(85.2
|
)
|
Gain on sale of subsidiary
|
|
—
|
|
|
|
(265.9
|
)
|
|
|
—
|
|
Realized loss on securities, net
|
|
—
|
|
|
|
0.5
|
|
|
|
0.2
|
|
Gain on sale of non-controlling equity investments in non-public companies
|
|
—
|
|
|
|
(1.5
|
)
|
|
|
—
|
|
Gain on exercise of common stock warrants
|
|
—
|
|
|
|
—
|
|
|
|
(15.6
|
)
|
Deferred income taxes
|
|
(73.6
|
)
|
|
|
14.8
|
|
|
|
(4.1
|
)
|
Loss on disposal of fixed assets
|
|
0.1
|
|
|
|
1.0
|
|
|
|
0.4
|
|
Loss on extinguishment of convertible note
|
|
—
|
|
|
|
—
|
|
|
|
0.5
|
|
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(45.5
|
)
|
|
|
(5.7
|
)
|
|
|
(14.6
|
)
|
Prepaid expenses and other assets
|
|
(30.6
|
)
|
|
|
(26.5
|
)
|
|
|
(2.2
|
)
|
Income taxes
|
|
22.7
|
|
|
|
8.7
|
|
|
|
51.6
|
|
Accounts payable and accrued liabilities
|
|
28.5
|
|
|
|
(2.6
|
)
|
|
|
(8.8
|
)
|
Deferred revenues
|
|
29.2
|
|
|
|
(8.2
|
)
|
|
|
(43.5
|
)
|
Other liabilities
|
|
(17.8
|
)
|
|
|
(4.8
|
)
|
|
|
3.3
|
|
Net cash provided by operating activities
|
|
743.5
|
|
|
|
577.5
|
|
|
|
663.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisitions, net of cash acquired of $29.9 million, $2.1 million and $41.4 million, respectively
|
|
(873.3
|
)
|
|
|
(67.7
|
)
|
|
|
(2,858.2
|
)
|
Proceeds from sale of subsidiary
|
|
—
|
|
|
|
714.6
|
|
|
|
—
|
|
Proceeds from extinguishment of convertible note
|
|
—
|
|
|
|
—
|
|
|
|
0.4
|
|
Escrow funding associated with acquisitions
|
|
(41.6
|
)
|
|
|
(6.4
|
)
|
|
|
(83.4
|
)
|
Proceeds from the settlement of derivative instruments
|
|
—
|
|
|
|
—
|
|
|
|
85.2
|
|
Capital expenditures
|
|
(183.5
|
)
|
|
|
(156.5
|
)
|
|
|
(166.1
|
)
|
Purchases of available-for-sale securities
|
|
(0.3
|
)
|
|
|
(0.3
|
)
|
|
|
(0.2
|
)
|
Proceeds from sales and maturities of available-for-sale securities
|
|
0.4
|
|
|
|
0.5
|
|
|
|
0.4
|
|
Cash received from the exercise of common stock warrants
|
|
—
|
|
|
|
—
|
|
|
|
15.6
|
|
Other investing activities, net
|
|
(7.2
|
)
|
|
|
9.0
|
|
|
|
—
|
|
Net cash (used in) provided by investing activities
|
|
(1,105.5
|
)
|
|
|
493.2
|
|
|
|
(3,006.3
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|||
|
(In millions)
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of long-term debt, net of original issue discount
|
|
—
|
|
|
|
—
|
|
|
|
1,244.0
|
|
Repayments of current portion of long-term debt
|
|
—
|
|
|
|
—
|
|
|
|
(170.0
|
)
|
Repayments of long-term debt
|
|
—
|
|
|
|
—
|
|
|
|
(50.0
|
)
|
Proceeds from issuance of short-term debt with original maturities greater than three months
|
|
455.0
|
|
|
|
—
|
|
|
|
830.0
|
|
Repayment of short-term debt with original maturities greater than three months
|
|
—
|
|
|
|
—
|
|
|
|
(15.0
|
)
|
Proceeds (repayments) from short-term debt, net
|
|
160.0
|
|
|
|
(770.0
|
)
|
|
|
(105.0
|
)
|
Payment of debt issuance costs
|
|
(0.5
|
)
|
|
|
(0.5
|
)
|
|
|
(23.9
|
)
|
Repurchases of common stock
|
|
(276.3
|
)
|
|
|
(326.8
|
)
|
|
|
(20.4
|
)
|
Net share settlement of taxes from restricted stock awards
|
|
(2.9
|
)
|
|
|
(3.1
|
)
|
|
|
(2.4
|
)
|
Proceeds from stock options exercised
|
|
35.0
|
|
|
|
41.1
|
|
|
|
38.8
|
|
Proceeds from issuance of stock as part of a public offering
|
|
—
|
|
|
|
—
|
|
|
|
720.8
|
|
Other financing activities, net
|
|
(7.8
|
)
|
|
|
(4.9
|
)
|
|
|
(6.0
|
)
|
Net cash provided by (used in) financing activities
|
|
362.5
|
|
|
|
(1,064.2
|
)
|
|
|
2,440.9
|
|
Effect of exchange rate changes
|
|
6.7
|
|
|
|
(9.7
|
)
|
|
|
0.6
|
|
Increase (decrease) in cash and cash equivalents
|
|
7.2
|
|
|
|
(3.2
|
)
|
|
|
99.0
|
|
Cash and cash equivalents, beginning of period
|
|
135.1
|
|
|
|
138.3
|
|
|
|
39.3
|
|
Cash and cash equivalents, end of period
|
$
|
142.3
|
|
|
$
|
135.1
|
|
|
$
|
138.3
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid
|
$
|
186.3
|
|
|
$
|
289.2
|
|
|
$
|
158.5
|
|
Interest paid
|
$
|
113.9
|
|
|
$
|
116.6
|
|
|
$
|
106.1
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|||
Repurchases of common stock included in accounts payable and accrued liabilities
|
$
|
—
|
|
|
$
|
6.5
|
|
|
$
|
—
|
|
Promissory note received for sale of discontinued operations
|
$
|
—
|
|
|
$
|
82.9
|
|
|
$
|
—
|
|
Equity interest received for sale of discontinued operations
|
$
|
—
|
|
|
$
|
8.4
|
|
|
$
|
—
|
|
Deferred tax liability established on the date of acquisitions
|
$
|
74.4
|
|
|
$
|
4.7
|
|
|
$
|
213.0
|
|
Tenant improvement allowance
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
1.6
|
|
Capital lease obligations
|
$
|
10.9
|
|
|
$
|
11.7
|
|
|
$
|
1.7
|
|
Capital expenditures included in accounts payable and accrued liabilities
|
$
|
2.9
|
|
|
$
|
1.9
|
|
|
$
|
2.8
|
|
|
|
2017
|
|
|
2016
|
||
Billed receivables
|
$
|
291.4
|
|
|
$
|
216.4
|
|
Unbilled receivables
|
|
58.7
|
|
|
|
50.9
|
|
Total receivables
|
|
350.1
|
|
|
|
267.3
|
|
Less allowance for doubtful accounts
|
|
(4.6
|
)
|
|
|
(3.4
|
)
|
Accounts receivable, net
|
$
|
345.5
|
|
|
$
|
263.9
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
||
December 31, 2017
|
|
|
|
|
Registered investment companies (1)
|
|
$
|
3.8
|
|
December 31, 2016
|
|
|
|
|
Registered investment companies (1)
|
|
$
|
3.4
|
|
|
Fair Value Hierarchy
|
|
2017
|
|
2016
|
||||||||||||
|
|
Carrying
Value |
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
|||||||||
Financial instrument not carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated promissory note receivable
|
Level 2
|
|
$
|
95.3
|
|
|
$
|
83.3
|
|
|
$
|
84.1
|
|
|
$
|
76.8
|
|
Long-term debt excluding capitalized leases
|
Level 2
|
|
$
|
2,280.6
|
|
|
$
|
2,439.8
|
|
|
$
|
2,277.3
|
|
|
$
|
2,402.6
|
|
|
Useful Life
|
|
Cost
|
|
Accumulated
Depreciation and Amortization |
|
Net
|
||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||
Furniture and office equipment
|
3-10 years
|
|
$
|
276.2
|
|
|
$
|
(183.5
|
)
|
|
$
|
92.7
|
|
Leasehold improvements
|
Lease term
|
|
|
83.1
|
|
|
|
(40.7
|
)
|
|
|
42.4
|
|
Purchased software
|
3 years
|
|
|
123.0
|
|
|
|
(97.6
|
)
|
|
|
25.4
|
|
Software development costs
|
3-7 years
|
|
|
525.3
|
|
|
|
(230.9
|
)
|
|
|
294.4
|
|
Leased equipment
|
3-4 years
|
|
|
35.0
|
|
|
|
(29.7
|
)
|
|
|
5.3
|
|
Aircraft equipment
|
2-10 years
|
|
|
20.4
|
|
|
|
(2.3
|
)
|
|
|
18.1
|
|
Total fixed assets
|
|
|
$
|
1,063.0
|
|
|
$
|
(584.7
|
)
|
|
$
|
478.3
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||
Furniture and office equipment
|
3-10 years
|
|
$
|
238.8
|
|
|
$
|
(162.5
|
)
|
|
$
|
76.3
|
|
Leasehold improvements
|
Lease term
|
|
|
66.5
|
|
|
|
(32.3
|
)
|
|
|
34.2
|
|
Purchased software
|
3 years
|
|
|
122.8
|
|
|
|
(90.9
|
)
|
|
|
31.9
|
|
Software development costs
|
3-7 years
|
|
|
404.7
|
|
|
|
(169.8
|
)
|
|
|
234.9
|
|
Leased equipment
|
3-4 years
|
|
|
32.8
|
|
|
|
(29.8
|
)
|
|
|
3.0
|
|
Total fixed assets
|
|
|
$
|
865.6
|
|
|
$
|
(485.3
|
)
|
|
$
|
380.3
|
|
|
Healix
|
|
Fintellix
|
|
MAKE
|
|
G2
|
|
Sequel
|
|
LCI
|
|
Power
Advocate |
|
Others
|
|
Total
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
0.9
|
|
|
$
|
1.1
|
|
|
$
|
1.5
|
|
|
$
|
1.0
|
|
|
$
|
16.0
|
|
|
$
|
1.1
|
|
|
$
|
7.7
|
|
|
$
|
0.6
|
|
|
$
|
29.9
|
|
Accounts receivable
|
|
0.9
|
|
|
|
2.1
|
|
|
|
0.9
|
|
|
|
3.7
|
|
|
|
9.5
|
|
|
|
3.1
|
|
|
|
8.3
|
|
|
|
1.9
|
|
|
|
30.4
|
|
Current assets
|
|
—
|
|
|
|
0.3
|
|
|
|
2.7
|
|
|
|
3.4
|
|
|
|
1.4
|
|
|
|
—
|
|
|
|
0.5
|
|
|
|
0.8
|
|
|
|
9.1
|
|
Fixed assets
|
|
—
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
6.4
|
|
|
|
7.5
|
|
|
|
5.7
|
|
|
|
0.2
|
|
|
|
12.0
|
|
|
|
31.9
|
|
Intangible assets
|
|
24.1
|
|
|
|
6.6
|
|
|
|
6.9
|
|
|
|
45.3
|
|
|
|
102.4
|
|
|
|
59.0
|
|
|
|
99.1
|
|
|
|
9.7
|
|
|
|
353.1
|
|
Goodwill
|
|
32.7
|
|
|
|
11.7
|
|
|
|
12.7
|
|
|
|
71.4
|
|
|
|
230.0
|
|
|
|
99.1
|
|
|
|
162.8
|
|
|
|
26.1
|
|
|
|
646.5
|
|
Other assets
|
|
7.5
|
|
|
|
2.0
|
|
|
|
0.1
|
|
|
|
2.8
|
|
|
|
—
|
|
|
|
12.8
|
|
|
|
10.0
|
|
|
|
1.2
|
|
|
|
36.4
|
|
Total assets acquired
|
|
66.1
|
|
|
|
23.9
|
|
|
|
24.8
|
|
|
|
134.0
|
|
|
|
366.8
|
|
|
|
180.8
|
|
|
|
288.6
|
|
|
|
52.3
|
|
|
|
1,137.3
|
|
Current liabilities
|
|
1.1
|
|
|
|
1.5
|
|
|
|
3.3
|
|
|
|
3.2
|
|
|
|
9.8
|
|
|
|
1.1
|
|
|
|
3.4
|
|
|
|
0.8
|
|
|
|
24.2
|
|
Deferred revenues
|
|
0.1
|
|
|
|
0.8
|
|
|
|
1.5
|
|
|
|
0.4
|
|
|
|
2.4
|
|
|
|
0.3
|
|
|
|
11.0
|
|
|
|
0.6
|
|
|
|
17.1
|
|
Deferred income taxes, net
|
|
4.1
|
|
|
|
1.8
|
|
|
|
1.6
|
|
|
|
14.6
|
|
|
|
18.3
|
|
|
|
14.9
|
|
|
|
18.4
|
|
|
|
0.7
|
|
|
|
74.4
|
|
Other liabilities
|
|
7.5
|
|
|
|
1.8
|
|
|
|
—
|
|
|
|
2.8
|
|
|
|
—
|
|
|
|
12.8
|
|
|
|
47.7
|
|
|
|
4.2
|
|
|
|
76.8
|
|
Total liabilities assumed
|
|
12.8
|
|
|
|
5.9
|
|
|
|
6.4
|
|
|
|
21.0
|
|
|
|
30.5
|
|
|
|
29.1
|
|
|
|
80.5
|
|
|
|
6.3
|
|
|
|
192.5
|
|
Net assets acquired
|
|
53.3
|
|
|
|
18.0
|
|
|
|
18.4
|
|
|
|
113.0
|
|
|
|
336.3
|
|
|
|
151.7
|
|
|
|
208.1
|
|
|
|
46.0
|
|
|
|
944.8
|
|
Cash acquired
|
|
(0.9
|
)
|
|
|
(1.1
|
)
|
|
|
(1.5
|
)
|
|
|
(1.0
|
)
|
|
|
(16.0
|
)
|
|
|
(1.1
|
)
|
|
|
(7.7
|
)
|
|
|
(0.6
|
)
|
|
|
(29.9
|
)
|
Net cash purchase price
|
$
|
52.4
|
|
|
$
|
16.9
|
|
|
$
|
16.9
|
|
|
$
|
112.0
|
|
|
$
|
320.3
|
|
|
$
|
150.6
|
|
|
$
|
200.4
|
|
|
$
|
45.4
|
|
|
$
|
914.9
|
|
|
Weighted Average Useful Life
|
|
Total
|
||
Technology-related
|
10 years
|
|
$
|
99.2
|
|
Marketing-related
|
5 years
|
|
|
20.4
|
|
Customer-related
|
12 years
|
|
|
190.5
|
|
Database-related
|
12 years
|
|
|
43.0
|
|
Total intangible assets
|
|
|
$
|
353.1
|
|
|
Total
|
||
Cash and cash equivalents
|
$
|
2.1
|
|
Accounts receivable
|
|
2.3
|
|
Current assets
|
|
0.3
|
|
Fixed assets
|
|
0.2
|
|
Intangible assets
|
|
30.5
|
|
Goodwill
|
|
55.4
|
|
Other assets
|
|
5.7
|
|
Total assets acquired
|
|
96.5
|
|
Current liabilities
|
|
2.2
|
|
Deferred revenues
|
|
7.7
|
|
Deferred income taxes, net
|
|
3.1
|
|
Other liabilities
|
|
7.5
|
|
Total liabilities assumed
|
|
20.5
|
|
Net assets acquired
|
|
76.0
|
|
Less: Cash acquired
|
|
2.1
|
|
Net cash purchase price
|
$
|
73.9
|
|
|
Wood Mackenzie
|
|
Others
|
|
Total
|
||||||
Cash and cash equivalents
|
$
|
35.4
|
|
|
$
|
6.0
|
|
|
$
|
41.4
|
|
Accounts receivable
|
|
80.3
|
|
|
|
2.0
|
|
|
|
82.3
|
|
Current assets
|
|
97.4
|
|
|
|
0.2
|
|
|
|
97.6
|
|
Fixed assets
|
|
71.9
|
|
|
|
0.3
|
|
|
|
72.2
|
|
Intangible assets
|
|
1,112.0
|
|
|
|
17.2
|
|
|
|
1,129.2
|
|
Goodwill
|
|
2,002.4
|
|
|
|
40.7
|
|
|
|
2,043.1
|
|
Other assets
|
|
2.0
|
|
|
|
5.0
|
|
|
|
7.0
|
|
Total assets acquired
|
|
3,401.4
|
|
|
|
71.4
|
|
|
|
3,472.8
|
|
Current liabilities
|
|
122.0
|
|
|
|
4.1
|
|
|
|
126.1
|
|
Deferred revenues
|
|
142.5
|
|
|
|
2.8
|
|
|
|
145.3
|
|
Deferred income taxes, net
|
|
204.3
|
|
|
|
2.9
|
|
|
|
207.2
|
|
Other liabilities
|
|
7.6
|
|
|
|
4.7
|
|
|
|
12.3
|
|
Total liabilities assumed
|
|
476.4
|
|
|
|
14.5
|
|
|
|
490.9
|
|
Net assets acquired
|
|
2,925.0
|
|
|
|
56.9
|
|
|
|
2,981.9
|
|
Less: Cash acquired
|
|
35.4
|
|
|
|
6.0
|
|
|
|
41.4
|
|
Net cash purchase price
|
$
|
2,889.6
|
|
|
$
|
50.9
|
|
|
$
|
2,940.5
|
|
|
Weighted Average Useful Life
|
|
Total
|
||
Technology-based
|
7 years
|
|
$
|
112.0
|
|
Marketing-related
|
20 years
|
|
|
234.1
|
|
Customer-related
|
14 years
|
|
|
284.4
|
|
Database-related
|
20 years
|
|
|
498.6
|
|
Total intangible assets
|
|
|
$
|
1,129.1
|
|
|
2016
|
|
2015
|
||||
Revenues from discontinued operations
|
$
|
112.3
|
|
|
$
|
307.3
|
|
Expenses:
|
|
|
|
|
|
||
Cost of revenues (exclusive of items shown separately below)
|
|
75.9
|
|
|
|
191.3
|
|
Selling, general and administrative
|
|
36.5
|
|
|
|
34.3
|
|
Depreciation and amortization of fixed assets
|
|
7.1
|
|
|
|
24.0
|
|
Amortization of intangibles assets
|
|
5.9
|
|
|
|
24.4
|
|
Total expenses
|
|
125.4
|
|
|
|
274.0
|
|
Operating income
|
|
(13.1
|
)
|
|
|
33.3
|
|
Other income (expense):
|
|
|
|
|
|
||
Gain on sale
|
|
265.9
|
|
|
|
—
|
|
Investment income and others, net
|
|
0.2
|
|
|
|
0.1
|
|
Total other income
|
|
266.1
|
|
|
|
0.1
|
|
Income from discontinued operations before income taxes
|
|
253.0
|
|
|
|
33.4
|
|
Provision for income taxes (including tax on the gain of $111.8 million for 2016)
|
|
(113.3
|
)
|
|
|
(13.3
|
)
|
Income from discontinued operations, net of tax
|
$
|
139.7
|
|
|
$
|
20.1
|
|
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
$
|
21.4
|
|
|
$
|
73.2
|
|
Net cash used in investing activities
|
$
|
(10.6
|
)
|
|
$
|
(27.4
|
)
|
|
Risk
Assessment |
|
Decision
Analytics |
|
Total
|
||||||
Goodwill at December 31, 2015 (1)
|
$
|
55.5
|
|
|
$
|
2,697.5
|
|
|
$
|
2,753.0
|
|
Acquisitions
|
|
16.2
|
|
|
|
43.8
|
|
|
|
60.0
|
|
Purchase accounting reclassifications
|
|
—
|
|
|
|
12.8
|
|
|
|
12.8
|
|
Foreign currency translation adjustment
|
|
(0.4
|
)
|
|
|
(247.3
|
)
|
|
|
(247.7
|
)
|
Goodwill at December 31, 2016 (1)
|
|
71.3
|
|
|
|
2,506.8
|
|
|
|
2,578.1
|
|
Current year acquisitions
|
|
32.7
|
|
|
|
613.8
|
|
|
|
646.5
|
|
Purchase accounting reclassifications
|
|
(2.8
|
)
|
|
|
(1.6
|
)
|
|
|
(4.4
|
)
|
Foreign currency translation adjustment
|
|
3.3
|
|
|
|
145.2
|
|
|
|
148.5
|
|
Goodwill at December 31, 2017 (1)
|
$
|
104.5
|
|
|
$
|
3,264.2
|
|
|
$
|
3,368.7
|
|
|
(1)
|
These balances are net of accumulated impairment charges of
$3.2 million
that occurred prior to
December 31, 2015
.
|
|
Weighted
Average Useful Life |
|
Cost
|
|
Accumulated
Amortization |
|
Net
|
||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||
Technology-based
|
8 years
|
|
$
|
421.0
|
|
|
$
|
(222.9
|
)
|
|
$
|
198.1
|
|
Marketing-related
|
17 years
|
|
|
263.9
|
|
|
|
(62.9
|
)
|
|
|
201.0
|
|
Contract-based
|
6 years
|
|
|
5.0
|
|
|
|
(5.0
|
)
|
|
|
—
|
|
Customer-related
|
14 years
|
|
|
704.2
|
|
|
|
(174.0
|
)
|
|
|
530.2
|
|
Database-based
|
19 years
|
|
|
474.7
|
|
|
|
(58.7
|
)
|
|
|
416.0
|
|
Total intangible assets
|
|
|
$
|
1,868.8
|
|
|
$
|
(523.5
|
)
|
|
$
|
1,345.3
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||
Technology-based
|
7 years
|
|
$
|
310.9
|
|
|
$
|
(196.6
|
)
|
|
$
|
114.3
|
|
Marketing-related
|
17 years
|
|
|
227.5
|
|
|
|
(47.5
|
)
|
|
|
180.0
|
|
Contract-based
|
6 years
|
|
|
5.0
|
|
|
|
(5.0
|
)
|
|
|
—
|
|
Customer-related
|
14 years
|
|
|
483.1
|
|
|
|
(128.5
|
)
|
|
|
354.6
|
|
Database-based
|
20 years
|
|
|
393.9
|
|
|
|
(32.0
|
)
|
|
|
361.9
|
|
Total intangible assets
|
|
|
$
|
1,420.4
|
|
|
$
|
(409.6
|
)
|
|
$
|
1,010.8
|
|
Year
|
|
Amount
|
|
2018
|
$
|
129.1
|
|
2019
|
|
128.2
|
|
2020
|
|
126.0
|
|
2021
|
|
115.5
|
|
2022
|
|
104.2
|
|
2023 and thereafter
|
|
742.3
|
|
Total
|
$
|
1,345.3
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
U.S.
|
$
|
669.9
|
|
|
$
|
626.6
|
|
|
$
|
573.3
|
|
Foreign
|
|
21.1
|
|
|
|
27.1
|
|
|
|
110.8
|
|
Total income from continuing operations
|
$
|
691.0
|
|
|
$
|
653.7
|
|
|
$
|
684.1
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
176.6
|
|
|
$
|
171.7
|
|
|
$
|
168.8
|
|
State and local
|
|
23.4
|
|
|
|
24.0
|
|
|
|
23.9
|
|
Foreign
|
|
9.5
|
|
|
|
3.6
|
|
|
|
3.3
|
|
Total current provision for income taxes
|
|
209.5
|
|
|
|
199.3
|
|
|
|
196.0
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
(66.3
|
)
|
|
|
29.4
|
|
|
|
23.4
|
|
State and local
|
|
5.7
|
|
|
|
4.9
|
|
|
|
1.4
|
|
Foreign
|
|
(13.0
|
)
|
|
|
(31.4
|
)
|
|
|
(24.2
|
)
|
Total deferred provision for income taxes
|
|
(73.6
|
)
|
|
|
2.9
|
|
|
|
0.6
|
|
Provision for income taxes
|
$
|
135.9
|
|
|
$
|
202.2
|
|
|
$
|
196.6
|
|
1)
|
Due to the federal corporate rate reduction, a re-measurement of deferred tax assets and liabilities resulted in the recording of a benefit of approximately
$89.1 million
.
|
2)
|
100%
bonus depreciation on qualifying assets resulted in an estimated decrease to the current income tax payable of approximately
$8.0 million
.
|
3)
|
The Company is not expected to be impacted by the one-time repatriation tax on foreign earnings.
|
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of federal tax benefit
|
2.6
|
%
|
|
2.7
|
%
|
|
2.6
|
%
|
Foreign tax differentials
|
(2.1
|
)%
|
|
(4.7
|
)%
|
|
(6.8
|
)%
|
Federal Tax Reform-deferred rate change
|
(12.9
|
)%
|
|
—
|
%
|
|
—
|
%
|
U.K. legislative change
|
—
|
%
|
|
(1.0
|
)%
|
|
(2.1
|
)%
|
Stock-based compensation
|
(2.5
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other
|
(0.4
|
)%
|
|
(1.1
|
)%
|
|
—
|
%
|
Effective tax rate for continuing operations
|
19.7
|
%
|
|
30.9
|
%
|
|
28.7
|
%
|
|
2017
|
|
2016
|
||||
Deferred income tax asset:
|
|
|
|
|
|
||
Employee wages, pension and other benefits
|
$
|
15.5
|
|
|
$
|
30.1
|
|
Deferred rent
|
|
3.8
|
|
|
|
6.3
|
|
Net operating loss carryover
|
|
36.4
|
|
|
|
24.3
|
|
Capital and other unrealized losses
|
|
2.1
|
|
|
|
3.5
|
|
Interest expense
|
|
9.1
|
|
|
|
—
|
|
Other
|
|
8.2
|
|
|
|
12.3
|
|
Total
|
|
75.1
|
|
|
|
76.5
|
|
Less valuation allowance
|
|
(17.6
|
)
|
|
|
(8.1
|
)
|
Deferred income tax asset
|
|
57.5
|
|
|
|
68.4
|
|
Deferred income tax liability:
|
|
|
|
|
|
||
Fixed assets and intangible assets
|
|
(366.2
|
)
|
|
|
(355.2
|
)
|
Other
|
|
(13.2
|
)
|
|
|
(19.8
|
)
|
Deferred income tax liability
|
|
(379.4
|
)
|
|
|
(375.0
|
)
|
Deferred income tax liability, net
|
$
|
(321.9
|
)
|
|
$
|
(306.6
|
)
|
Years
|
Amount
|
||
2018-2025
|
$
|
1.9
|
|
2026-2030
|
|
3.8
|
|
2031-2037
|
|
205.8
|
|
Total
|
$
|
211.5
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefit as of January 1
|
$
|
16.8
|
|
|
$
|
14.5
|
|
|
$
|
10.6
|
|
Gross increase in tax positions in prior period
|
|
1.7
|
|
|
|
2.5
|
|
|
|
7.1
|
|
Gross decrease in tax positions in prior period
|
|
(1.2
|
)
|
|
|
(0.4
|
)
|
|
|
(2.6
|
)
|
Gross increase in tax positions in current period
|
|
—
|
|
|
|
6.4
|
|
|
|
—
|
|
Settlements
|
|
—
|
|
|
|
(5.3
|
)
|
|
|
(0.3
|
)
|
Lapse of statute of limitations
|
|
(1.0
|
)
|
|
|
(0.9
|
)
|
|
|
(0.3
|
)
|
Unrecognized tax benefit as of December 31
|
$
|
16.3
|
|
|
$
|
16.8
|
|
|
$
|
14.5
|
|
|
2017
|
|
2016
|
||||
Other current assets:
|
|
|
|
|
|
||
Acquisition related escrows
|
$
|
22.9
|
|
|
$
|
4.1
|
|
Other current assets
|
|
16.2
|
|
|
|
16.2
|
|
Total other current assets
|
$
|
39.1
|
|
|
$
|
20.3
|
|
Accounts payable and accrued liabilities:
|
|
|
|
|
|
||
Accrued salaries, benefits and other related costs
|
$
|
115.3
|
|
|
$
|
88.6
|
|
Escrow liabilities
|
|
22.9
|
|
|
|
4.1
|
|
Accrued interest
|
|
18.3
|
|
|
|
17.0
|
|
Trade accounts payable and other accrued expenses
|
|
68.9
|
|
|
|
74.3
|
|
Total accounts payable and accrued liabilities
|
$
|
225.4
|
|
|
$
|
184.0
|
|
|
Issuance
Date
|
|
Maturity
Date
|
|
|
2017
|
|
|
2016
|
||
Short-term debt and current portion of long-term debt:
|
|
|
|
|
|
|
|
|
|
||
Syndicated revolving credit facility
|
Various
|
|
Various
|
|
$
|
715.0
|
|
|
$
|
100.0
|
|
Capital lease obligations
|
Various
|
|
Various
|
|
|
9.4
|
|
|
|
6.8
|
|
Short-term debt and current portion of long-term debt
|
|
|
|
|
|
724.4
|
|
|
|
106.8
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||
Senior notes:
|
|
|
|
|
|
|
|
|
|
|
|
4.000% senior notes, less unamortized discount and debt issuance costs of $9.1 million and $10.4 million, respectively
|
5/15/2015
|
|
6/15/2025
|
|
|
890.9
|
|
|
|
889.6
|
|
5.500% senior notes, less unamortized discount and debt issuance costs of $4.9 million and $5.0 million, respectively
|
5/15/2015
|
|
6/15/2045
|
|
|
345.1
|
|
|
|
345.0
|
|
4.125% senior notes, less unamortized discount and debt issuance costs of $2.9 million and $3.5 million, respectively
|
9/12/2012
|
|
9/12/2022
|
|
|
347.1
|
|
|
|
346.5
|
|
4.875% senior notes, less unamortized discount and debt issuance costs of $0.7 million and $1.4 million, respectively
|
12/8/2011
|
|
1/15/2019
|
|
|
249.3
|
|
|
|
248.6
|
|
5.80% senior notes, less unamortized discount and debt issuance costs of $1.8 million and $2.4 million, respectively
|
4/6/2011
|
|
5/1/2021
|
|
|
448.2
|
|
|
|
447.6
|
|
Capital lease obligations
|
Various
|
|
Various
|
|
|
7.6
|
|
|
|
7.1
|
|
Syndicated revolving credit facility debt issuance costs
|
|
|
|
|
|
(3.8
|
)
|
|
|
(4.2
|
)
|
Long-term debt
|
|
|
|
|
|
2,284.4
|
|
|
|
2,280.2
|
|
Total debt
|
|
|
|
|
$
|
3,008.8
|
|
|
$
|
2,387.0
|
|
Year
|
Amount
|
||
2018
|
$
|
724.4
|
|
2019
|
|
253.9
|
|
2020
|
|
2.3
|
|
2021
|
|
451.4
|
|
2022
|
|
350.0
|
|
2023 and thereafter
|
|
1,250.0
|
|
Total
|
$
|
3,032.0
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
||||||||||
|
(In millions, except for share and per share data)
|
||||||||||
Numerator used in basic and diluted EPS:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
555.1
|
|
|
$
|
451.5
|
|
|
$
|
487.5
|
|
Income from discontinued operations
|
|
—
|
|
|
|
139.7
|
|
|
|
20.1
|
|
Net income
|
$
|
555.1
|
|
|
$
|
591.2
|
|
|
$
|
507.6
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average number of common shares used in basic EPS
|
|
165,168,224
|
|
|
|
168,248,304
|
|
|
|
165,090,380
|
|
Effect of dilutive shares:
|
|
|
|
|
|
|
|
|
|||
Potential common stock issuable from stock options and stock awards
|
|
3,520,644
|
|
|
|
2,923,268
|
|
|
|
3,360,963
|
|
Weighted average number of common shares and dilutive potential common shares used in diluted EPS
|
|
168,688,868
|
|
|
|
171,171,572
|
|
|
|
168,451,343
|
|
|
2017
|
|
2016
|
||||
Foreign currency translation adjustment
|
$
|
(334.4
|
)
|
|
$
|
(561.4
|
)
|
Unrealized gains on available-for-sale securities, net of tax
|
|
0.7
|
|
|
|
0.3
|
|
Pension and postretirement adjustment, net of tax
|
|
(78.6
|
)
|
|
|
(89.7
|
)
|
Accumulated other comprehensive losses
|
$
|
(412.3
|
)
|
|
$
|
(650.8
|
)
|
|
Before Tax
|
|
Tax Benefit
(Expense) |
|
After Tax
|
||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
227.0
|
|
|
$
|
—
|
|
|
$
|
227.0
|
|
Unrealized holding gain on available-for-sale securities before reclassifications
|
|
0.5
|
|
|
|
(0.1
|
)
|
|
|
0.4
|
|
Unrealized holding gain on available-for-sale securities
|
|
0.5
|
|
|
|
(0.1
|
)
|
|
|
0.4
|
|
Pension and postretirement adjustment before reclassifications
|
|
19.7
|
|
|
|
(4.9
|
)
|
|
|
14.8
|
|
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (2)
|
|
(4.9
|
)
|
|
|
1.2
|
|
|
|
(3.7
|
)
|
Pension and postretirement adjustment
|
|
14.8
|
|
|
|
(3.7
|
)
|
|
|
11.1
|
|
Total other comprehensive income
|
$
|
242.3
|
|
|
$
|
(3.8
|
)
|
|
$
|
238.5
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
(395.6
|
)
|
|
$
|
—
|
|
|
$
|
(395.6
|
)
|
Unrealized holding gain on available-for-sale securities before reclassifications
|
|
0.5
|
|
|
|
(0.2
|
)
|
|
|
0.3
|
|
Unrealized holding gain on available-for-sale securities
|
|
0.5
|
|
|
|
(0.2
|
)
|
|
|
0.3
|
|
Pension and postretirement adjustment before reclassifications
|
|
(18.1
|
)
|
|
|
6.8
|
|
|
|
(11.3
|
)
|
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (2)
|
|
(3.6
|
)
|
|
|
1.4
|
|
|
|
(2.2
|
)
|
Pension and postretirement adjustment
|
|
(21.7
|
)
|
|
|
8.2
|
|
|
|
(13.5
|
)
|
Total other comprehensive loss
|
$
|
(416.8
|
)
|
|
$
|
8.0
|
|
|
$
|
(408.8
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
$
|
(162.7
|
)
|
|
$
|
—
|
|
|
$
|
(162.7
|
)
|
Unrealized holding gain on available-for-sale securities before reclassifications
|
|
0.4
|
|
|
|
(0.2
|
)
|
|
|
0.2
|
|
Amount reclassified from accumulated other comprehensive losses (1)
|
|
(0.2
|
)
|
|
|
0.1
|
|
|
|
(0.1
|
)
|
Unrealized holding gain on available-for-sale securities
|
|
0.2
|
|
|
|
(0.1
|
)
|
|
|
0.1
|
|
Pension and postretirement adjustment before reclassifications
|
|
5.3
|
|
|
|
(2.2
|
)
|
|
|
3.1
|
|
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (2)
|
|
(3.3
|
)
|
|
|
1.3
|
|
|
|
(2.0
|
)
|
Pension and postretirement adjustment
|
|
2.0
|
|
|
|
(0.9
|
)
|
|
|
1.1
|
|
Total other comprehensive loss
|
$
|
(160.5
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(161.5
|
)
|
Grant Date
|
|
Service Vesting Period
|
|
Stock Options
|
|
Restricted Stock
|
|
Common Stock
|
|||
January 1 to December 31, 2017
|
|
Four-year graded vesting
|
|
1,318,107
|
|
|
273,966
|
|
|
—
|
|
April 1, 2017
|
|
Two-year graded vesting
|
|
47,030
|
|
|
11,272
|
|
|
—
|
|
July 1, 2017
|
|
One-year graded vesting
|
|
75,133
|
|
|
10,308
|
|
|
—
|
|
April 1 to September 30, 2017
|
|
Not applicable
|
|
—
|
|
|
1,304
|
|
|
3,573
|
|
|
|
|
|
1,440,270
|
|
|
296,850
|
|
|
3,573
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Option pricing model
|
|
Black-Scholes
|
|
|
|
Black-Scholes
|
|
|
|
Black-Scholes
|
|
Expected volatility
|
|
18.72
|
%
|
|
|
20.26
|
%
|
|
|
19.51
|
%
|
Risk-free interest rate
|
|
1.82
|
%
|
|
|
1.14
|
%
|
|
|
1.29
|
%
|
Expected term in years
|
|
4.5
|
|
|
|
4.5
|
|
|
|
4.5
|
|
Dividend yield
|
|
—
|
%
|
|
|
—
|
%
|
|
|
—
|
%
|
Weighted average grant date fair value per stock option
|
$
|
15.71
|
|
|
$
|
15.33
|
|
|
$
|
13.58
|
|
|
Number
of Options |
|
Weighted
Average Exercise Price Per Share |
|
Aggregate
Intrinsic Value |
||||||
|
|
|
|
|
|
|
|
|
|||
|
(In millions, except for share and per share data)
|
||||||||||
Outstanding at January 1, 2015
|
|
9,205,690
|
|
|
$
|
31.11
|
|
|
$
|
303.3
|
|
Granted
|
|
1,884,262
|
|
|
$
|
72.20
|
|
|
|
|
|
Exercised
|
|
(1,739,847
|
)
|
|
$
|
23.71
|
|
|
$
|
87.0
|
|
Cancelled or expired
|
|
(232,372
|
)
|
|
$
|
64.05
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
9,117,733
|
|
|
$
|
40.17
|
|
|
$
|
334.7
|
|
Granted
|
|
1,364,916
|
|
|
$
|
80.23
|
|
|
|
|
|
Exercised
|
|
(1,409,803
|
)
|
|
$
|
31.47
|
|
|
$
|
69.3
|
|
Cancelled or expired
|
|
(301,929
|
)
|
|
$
|
73.01
|
|
|
|
|
|
Outstanding at December 31, 2016
|
|
8,770,917
|
|
|
$
|
46.67
|
|
|
$
|
302.6
|
|
Granted
|
|
1,440,270
|
|
|
$
|
81.33
|
|
|
|
|
|
Exercised
|
|
(1,125,004
|
)
|
|
$
|
33.66
|
|
|
$
|
57.2
|
|
Cancelled or expired
|
|
(179,074
|
)
|
|
$
|
76.70
|
|
|
|
|
|
Outstanding at December 31, 2017
|
|
8,907,109
|
|
|
$
|
53.31
|
|
|
$
|
380.2
|
|
Options exercisable at December 31, 2017
|
|
5,995,339
|
|
|
$
|
41.50
|
|
|
$
|
326.8
|
|
Options exercisable at December 31, 2016
|
|
6,148,349
|
|
|
$
|
35.35
|
|
|
$
|
281.7
|
|
|
Number
of Options |
|
Weighted
Average Grant-Date Fair Value Per Share |
||||
Nonvested balance at January 1, 2015
|
|
2,045,795
|
|
|
$
|
12.55
|
|
Granted
|
|
1,884,262
|
|
|
$
|
13.58
|
|
Vested
|
|
(1,121,181
|
)
|
|
$
|
13.24
|
|
Cancelled or expired
|
|
(232,372
|
)
|
|
$
|
13.05
|
|
Nonvested balance at December 31, 2015
|
|
2,576,504
|
|
|
$
|
12.95
|
|
Granted
|
|
1,364,916
|
|
|
$
|
15.33
|
|
Vested
|
|
(1,016,923
|
)
|
|
$
|
12.78
|
|
Cancelled or expired
|
|
(301,929
|
)
|
|
$
|
14.18
|
|
Nonvested balance at December 31, 2016
|
|
2,622,568
|
|
|
$
|
14.12
|
|
Granted
|
|
1,440,270
|
|
|
$
|
15.71
|
|
Vested
|
|
(971,994
|
)
|
|
$
|
14.19
|
|
Cancelled or expired
|
|
(179,074
|
)
|
|
$
|
14.53
|
|
Nonvested balance at December 31, 2017
|
|
2,911,770
|
|
|
$
|
14.86
|
|
|
Number
of Shares |
|
Weighted
Average Grant Date Fair Value Per Share |
||||
Outstanding at January 1, 2015
|
|
442,310
|
|
|
$
|
56.84
|
|
Granted
|
|
350,004
|
|
|
$
|
72.24
|
|
Vested
|
|
(211,265
|
)
|
|
$
|
58.64
|
|
Forfeited
|
|
(47,281
|
)
|
|
$
|
63.10
|
|
Outstanding at December 31, 2015
|
|
533,768
|
|
|
$
|
66.25
|
|
Granted
|
|
292,941
|
|
|
$
|
80.27
|
|
Vested
|
|
(230,683
|
)
|
|
$
|
64.44
|
|
Forfeited
|
|
(58,359
|
)
|
|
$
|
72.86
|
|
Outstanding at December 31, 2016
|
|
537,667
|
|
|
$
|
73.34
|
|
Granted
|
|
296,850
|
|
|
$
|
82.02
|
|
Vested
|
|
(197,403
|
)
|
|
$
|
70.72
|
|
Forfeited
|
|
(32,650
|
)
|
|
$
|
77.13
|
|
Outstanding at December 31, 2017
|
|
604,464
|
|
|
$
|
78.28
|
|
|
Pension Plan and SERP
|
|
Postretirement Plan
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at January 1
|
$
|
438.4
|
|
|
$
|
419.6
|
|
|
$
|
12.8
|
|
|
$
|
15.8
|
|
Interest cost
|
|
17.1
|
|
|
|
19.3
|
|
|
|
0.4
|
|
|
|
0.4
|
|
Actuarial loss (gain)
|
|
25.4
|
|
|
|
28.5
|
|
|
|
0.7
|
|
|
|
(1.4
|
)
|
Plan participants’ contributions
|
|
—
|
|
|
|
—
|
|
|
|
1.6
|
|
|
|
1.9
|
|
Benefits paid
|
|
(28.0
|
)
|
|
|
(29.0
|
)
|
|
|
(4.2
|
)
|
|
|
(4.4
|
)
|
Federal subsidy on benefits paid
|
|
—
|
|
|
|
—
|
|
|
|
0.5
|
|
|
|
0.5
|
|
Benefit obligation at December 31
|
$
|
452.9
|
|
|
$
|
438.4
|
|
|
$
|
11.8
|
|
|
$
|
12.8
|
|
Accumulated benefit obligation at December 31
|
$
|
452.9
|
|
|
$
|
438.4
|
|
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Fair value of plan assets at January 1
|
$
|
444.5
|
|
|
$
|
438.6
|
|
|
$
|
11.1
|
|
|
$
|
13.0
|
|
Actual return on plan assets, net of expenses
|
|
67.3
|
|
|
|
33.9
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Employer contributions, net
|
|
0.9
|
|
|
|
1.0
|
|
|
|
1.0
|
|
|
|
—
|
|
Plan participants’ contributions
|
|
—
|
|
|
|
—
|
|
|
|
1.6
|
|
|
|
1.9
|
|
Benefits paid
|
|
(28.0
|
)
|
|
|
(29.0
|
)
|
|
|
(4.2
|
)
|
|
|
(4.4
|
)
|
Federal subsidies received
|
|
—
|
|
|
|
—
|
|
|
|
0.5
|
|
|
|
0.5
|
|
Fair value of plan assets at December 31
|
$
|
484.7
|
|
|
$
|
444.5
|
|
|
$
|
10.1
|
|
|
$
|
11.1
|
|
(Funded) unfunded status at December 31
|
$
|
(31.8
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pension assets, noncurrent
|
$
|
(45.1
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Pension, SERP and postretirement benefits, current
|
|
0.8
|
|
|
|
0.9
|
|
|
|
—
|
|
|
|
—
|
|
Pension, SERP and postretirement benefits, noncurrent
|
|
12.5
|
|
|
|
12.6
|
|
|
|
1.7
|
|
|
|
1.7
|
|
Total Pension, SERP and Postretirement benefits
|
$
|
(31.8
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
Pension Plan and SERP
|
|
Postretirement Plan
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Prior service benefit cost (credit)
|
$
|
3.5
|
|
|
$
|
3.7
|
|
|
$
|
(0.5
|
)
|
|
$
|
(0.8
|
)
|
Actuarial losses
|
|
124.3
|
|
|
|
139.6
|
|
|
|
5.6
|
|
|
|
5.2
|
|
Accumulated other comprehensive losses, pretax
|
$
|
127.8
|
|
|
$
|
143.3
|
|
|
$
|
5.1
|
|
|
$
|
4.4
|
|
|
Pension Plan and SERP
|
|
Postretirement Plan
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Interest cost
|
$
|
17.1
|
|
|
$
|
19.3
|
|
|
$
|
18.1
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
Expected return on plan assets
|
|
(31.1
|
)
|
|
|
(31.7
|
)
|
|
|
(34.4
|
)
|
|
|
(0.3
|
)
|
|
|
(0.5
|
)
|
|
|
(0.6
|
)
|
Amortization of prior service cost (credit) reclassified from accumulated other comprehensive losses
|
|
0.2
|
|
|
|
0.1
|
|
|
|
—
|
|
|
|
(0.2
|
)
|
|
|
(0.1
|
)
|
|
|
(0.1
|
)
|
Amortization of net actuarial loss reclassified from accumulated other comprehensive losses
|
|
4.5
|
|
|
|
3.2
|
|
|
|
2.8
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.6
|
|
Net periodic benefit (credit) cost
|
|
(9.3
|
)
|
|
|
(9.1
|
)
|
|
|
(13.5
|
)
|
|
|
0.3
|
|
|
|
0.2
|
|
|
|
0.4
|
|
Amortization of prior service benefit cost (credit) reclassified from accumulated other comprehensive losses
|
|
(0.2
|
)
|
|
|
(0.1
|
)
|
|
|
—
|
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Amortization of actuarial loss reclassified from accumulated other comprehensive losses
|
|
(0.1
|
)
|
|
|
—
|
|
|
|
(0.2
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net loss recognized reclassified from accumulated other comprehensive losses
|
|
(4.4
|
)
|
|
|
(3.2
|
)
|
|
|
(2.6
|
)
|
|
|
(0.4
|
)
|
|
|
(0.4
|
)
|
|
|
—
|
|
Plan amendments
|
|
—
|
|
|
|
—
|
|
|
|
3.8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Actuarial gain (loss)
|
|
(10.8
|
)
|
|
|
26.4
|
|
|
|
(1.5
|
)
|
|
|
0.9
|
|
|
|
(1.1
|
)
|
|
|
(1.6
|
)
|
Total recognized in other comprehensive loss
|
|
(15.5
|
)
|
|
|
23.1
|
|
|
|
(0.5
|
)
|
|
|
0.7
|
|
|
|
(1.4
|
)
|
|
|
(1.5
|
)
|
Total recognized in net periodic benefit cost (credit) and other comprehensive loss
|
$
|
(24.8
|
)
|
|
$
|
14.0
|
|
|
$
|
(14.0
|
)
|
|
$
|
1.0
|
|
|
$
|
(1.2
|
)
|
|
$
|
(1.1
|
)
|
|
Pension Plan
and SERP |
|
Postretirement
Plan |
|
Total
|
||||||
Amortization of prior service benefit cost (credit)
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
Amortization of net actuarial loss
|
|
3.4
|
|
|
|
0.5
|
|
|
|
3.9
|
|
Total
|
$
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
3.9
|
|
|
Pension Plan and SERP
|
|
Postretirement Plan
|
||||||||||||||
Weighted-average assumptions used to determine benefit obligations:
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
|
|
||||||
Discount rate
|
3.50
|
%
|
|
3.99
|
%
|
|
|
|
3.00
|
%
|
|
3.25
|
%
|
|
|
||
Expected return on plan assets
|
7.00
|
%
|
|
7.25
|
%
|
|
|
|
2.00
|
%
|
|
3.00
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average assumptions used to determine net periodic benefit (credit) loss:
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
3.99
|
%
|
|
4.73
|
%
|
|
3.99
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.00
|
%
|
Expected return on plan assets
|
7.25
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
3.00
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
Pension Plan
and SERP |
|
Postretirement
Plan |
||||||||||||
|
Gross Benefit
Amount |
|
Gross Benefit
Amount |
|
Medicare Subsidy
Payments |
|
Net Benefit
Amount |
||||||||
2018
|
$
|
30.5
|
|
|
$
|
2.0
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.7
|
|
2019
|
$
|
31.5
|
|
|
$
|
1.8
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.5
|
|
2020
|
$
|
30.1
|
|
|
$
|
1.7
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.4
|
|
2021
|
$
|
30.7
|
|
|
$
|
1.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.2
|
|
2022
|
$
|
29.9
|
|
|
$
|
1.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.0
|
|
2023-2027
|
$
|
141.7
|
|
|
$
|
4.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
4.2
|
|
Asset Category
|
Target
Allocation
|
|
Percentage of Plan Assets
|
|||||
2017
|
|
2016
|
||||||
Equity securities
|
60.0
|
%
|
|
54.0
|
%
|
|
61.6
|
%
|
Debt securities
|
40.0
|
%
|
|
37.9
|
%
|
|
37.8
|
%
|
Other
|
—
|
%
|
|
8.1
|
%
|
|
0.6
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Total
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||
Managed equity accounts (1)
|
$
|
201.4
|
|
|
$
|
201.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity — pooled separate account (2)
|
|
60.3
|
|
|
|
—
|
|
|
|
60.3
|
|
|
|
—
|
|
Equity — partnerships (3)
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.2
|
|
Debt
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed income manager — pooled separate account (2)
|
|
183.6
|
|
|
|
—
|
|
|
|
183.6
|
|
|
|
—
|
|
Fixed income manager — government securities (4)
|
|
10.1
|
|
|
|
10.1
|
|
|
|
—
|
|
|
|
—
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash — pooled separate account (2)
|
|
0.5
|
|
|
|
—
|
|
|
|
0.5
|
|
|
|
—
|
|
Global real estate account (5)
|
|
38.7
|
|
|
|
—
|
|
|
|
38.7
|
|
|
|
—
|
|
Total
|
$
|
494.8
|
|
|
$
|
211.5
|
|
|
$
|
283.1
|
|
|
$
|
0.2
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||
Managed equity accounts (1)
|
$
|
210.2
|
|
|
$
|
210.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity — pooled separate account (2)
|
|
63.2
|
|
|
|
—
|
|
|
|
63.2
|
|
|
|
—
|
|
Equity — partnerships (3)
|
|
0.2
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0.2
|
|
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income manager — pooled separate account (2)
|
|
167.9
|
|
|
|
—
|
|
|
|
167.9
|
|
|
|
—
|
|
Fixed income manager — government securities (4)
|
|
11.1
|
|
|
|
11.1
|
|
|
|
—
|
|
|
|
—
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash — pooled separate account (2)
|
|
3.0
|
|
|
|
—
|
|
|
|
3.0
|
|
|
|
—
|
|
Total
|
$
|
455.6
|
|
|
$
|
221.3
|
|
|
$
|
234.1
|
|
|
$
|
0.2
|
|
(1)
|
Valued at the closing price of shares for domestic stocks within the managed equity accounts, and valued at the net asset value (“NAV”) of shares for mutual funds at either the closing price reported in the active market or based on yields currently available on comparable securities of issuers with similar credit ratings for corporate bonds held by the Pension Plan in these managed accounts.
|
(2)
|
The pooled separate accounts invest in domestic and foreign stocks, bonds and mutual funds. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the pooled separate account, which is not publicly quoted.
|
(3)
|
Investments for which readily determinable prices do not exist are valued by the General Partner using either the market or income approach. In establishing the estimated fair value of investments, including those without readily determinable values, the General Partner assumes a reasonable period of time for liquidation of the investment, and takes into consideration the financial condition and operating results of the underlying portfolio company, nature of investment, restrictions on marketability, holding period, market conditions, foreign currency exposures, and other factors the General Partner deems appropriate.
|
(4)
|
The fund invested in the U.S. government, its agencies or instrumentalities or securities that are rated AAA by S&P, AAA by Fitch, or Aaa by Moody’s, including but not limited to mortgage securities such as agency and non-agency
|
(5)
|
The funds invested in common stocks and other equity securities issued by domestic and foreign real estate companies, including real estate investment trusts ("REIT") and similar REIT-like entities. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the funds, which is not publicly quoted.
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|||||||||||||||||||||||||||
|
|
Decision
Analytics
|
|
|
Risk
Assessment
|
|
|
Total
|
|
|
Decision
Analytics
|
|
|
Risk
Assessment
|
|
|
Total
|
|
|
Decision
Analytics
|
|
|
Risk
Assessment
|
|
|
Total
|
|||||||||
Revenues
|
$
|
1,374.9
|
|
|
$
|
770.3
|
|
|
$
|
2,145.2
|
|
|
$
|
1,270.9
|
|
|
$
|
724.3
|
|
|
$
|
1,995.2
|
|
|
$
|
1,072.5
|
|
|
$
|
688.2
|
|
|
$
|
1,760.7
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of revenues (exclusive of items shown separately below)
|
|
(557.0
|
)
|
|
|
(226.8
|
)
|
|
|
(783.8
|
)
|
|
|
(490.7
|
)
|
|
|
(223.7
|
)
|
|
|
(714.4
|
)
|
|
|
(412.0
|
)
|
|
|
(200.0
|
)
|
|
|
(612.0
|
)
|
Selling, general and administrative
|
|
(238.3
|
)
|
|
|
(84.5
|
)
|
|
|
(322.8
|
)
|
|
|
(214.9
|
)
|
|
|
(86.7
|
)
|
|
|
(301.6
|
)
|
|
|
(196.5
|
)
|
|
|
(81.8
|
)
|
|
|
(278.3
|
)
|
Investment income and others, net
|
|
9.5
|
|
|
|
(0.3
|
)
|
|
|
9.2
|
|
|
|
4.5
|
|
|
|
1.6
|
|
|
|
6.1
|
|
|
|
16.8
|
|
|
|
0.1
|
|
|
|
16.9
|
|
EBITDA from discontinued operations
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
266.0
|
|
|
|
—
|
|
|
|
266.0
|
|
|
|
81.7
|
|
|
|
—
|
|
|
|
81.7
|
|
Gain on derivative instruments
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
85.2
|
|
|
|
—
|
|
|
|
85.2
|
|
EBITDA
|
|
589.1
|
|
|
|
458.7
|
|
|
|
1,047.8
|
|
|
|
835.8
|
|
|
|
415.5
|
|
|
|
1,251.3
|
|
|
|
647.7
|
|
|
|
406.5
|
|
|
|
1,054.2
|
|
Depreciation and amortization of fixed assets
|
|
(105.2
|
)
|
|
|
(30.4
|
)
|
|
|
(135.6
|
)
|
|
|
(91.4
|
)
|
|
|
(27.7
|
)
|
|
|
(119.1
|
)
|
|
|
(70.8
|
)
|
|
|
(25.8
|
)
|
|
|
(96.6
|
)
|
Amortization of intangible assets
|
|
(97.8
|
)
|
|
|
(4.0
|
)
|
|
|
(101.8
|
)
|
|
|
(91.8
|
)
|
|
|
(0.7
|
)
|
|
|
(92.5
|
)
|
|
|
(70.0
|
)
|
|
|
(0.4
|
)
|
|
|
(70.4
|
)
|
Investment income and others, net
|
|
(9.5
|
)
|
|
|
0.3
|
|
|
|
(9.2
|
)
|
|
|
(4.5
|
)
|
|
|
(1.6
|
)
|
|
|
(6.1
|
)
|
|
|
(16.8
|
)
|
|
|
(0.1
|
)
|
|
|
(16.9
|
)
|
EBITDA from discontinued operations
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(266.0
|
)
|
|
|
—
|
|
|
|
(266.0
|
)
|
|
|
(81.7
|
)
|
|
|
—
|
|
|
|
(81.7
|
)
|
Gain on derivative instruments
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(85.2
|
)
|
|
|
—
|
|
|
|
(85.2
|
)
|
Operating income
|
$
|
376.6
|
|
|
$
|
424.6
|
|
|
|
801.2
|
|
|
$
|
382.1
|
|
|
$
|
385.5
|
|
|
|
767.6
|
|
|
$
|
323.2
|
|
|
$
|
380.2
|
|
|
|
703.4
|
|
Investment income and others, net
|
|
|
|
|
|
|
|
9.2
|
|
|
|
|
|
|
|
|
|
6.1
|
|
|
|
|
|
|
|
|
|
16.9
|
|
||||||
Gain on derivative instruments
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
85.2
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
(119.4
|
)
|
|
|
|
|
|
|
|
|
(120.0
|
)
|
|
|
|
|
|
|
|
|
(121.4
|
)
|
||||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
691.0
|
|
|
|
|
|
|
|
|
$
|
653.7
|
|
|
|
|
|
|
|
|
$
|
684.1
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Decision Analytics
|
|
|
|
|
|
|
|
|
|||
Insurance
|
$
|
784.7
|
|
|
$
|
699.8
|
|
|
$
|
647.2
|
|
Energy and specialized markets
|
|
444.7
|
|
|
|
442.8
|
|
|
|
308.8
|
|
Financial services
|
|
145.5
|
|
|
|
128.3
|
|
|
|
116.5
|
|
Total Decision Analytics
|
|
1,374.9
|
|
|
|
1,270.9
|
|
|
|
1,072.5
|
|
Risk Assessment
|
|
|
|
|
|
|
|
|
|||
Industry-standard insurance programs
|
|
593.6
|
|
|
|
554.1
|
|
|
|
524.6
|
|
Property-specific rating and underwriting information
|
|
176.7
|
|
|
|
170.2
|
|
|
|
163.6
|
|
Total Risk Assessment
|
|
770.3
|
|
|
|
724.3
|
|
|
|
688.2
|
|
Total consolidated revenues
|
$
|
2,145.2
|
|
|
$
|
1,995.2
|
|
|
$
|
1,760.7
|
|
|
2017
|
|
2016
|
||||
Long-lived assets:
|
|
|
|
|
|
||
U.S.
|
$
|
2,438.6
|
|
|
$
|
1,754.0
|
|
U.K.
|
|
2,656.6
|
|
|
|
2,102.5
|
|
Other countries
|
|
327.5
|
|
|
|
273.8
|
|
Total long-lived assets
|
$
|
5,422.7
|
|
|
$
|
4,130.3
|
|
Years Ending
|
Operating
Leases
|
|
Capital
Leases
|
||||
2018
|
$
|
40.6
|
|
|
$
|
10.0
|
|
2019
|
|
41.8
|
|
|
|
4.2
|
|
2020
|
|
42.9
|
|
|
|
2.4
|
|
2021
|
|
34.6
|
|
|
|
1.4
|
|
2022
|
|
31.5
|
|
|
|
—
|
|
2023 and thereafter
|
|
173.9
|
|
|
|
—
|
|
Net minimum lease payments
|
$
|
365.3
|
|
|
|
18.0
|
|
Less amount representing interest
|
|
|
|
|
1.0
|
|
|
Present value of net minimum lease capital payments
|
|
|
|
$
|
17.0
|
|
Description
|
|
Balance at
Beginning of Year (1) |
|
|
Charged to
Costs and Expenses(2) |
|
|
Deductions—
Write-offs(3) |
|
|
Balance at
End of Year |
||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
3.4
|
|
|
$
|
2.0
|
|
|
|
(0.8
|
)
|
|
$
|
4.6
|
|
Valuation allowance for income taxes
|
$
|
8.1
|
|
|
$
|
10.0
|
|
|
|
(0.5
|
)
|
|
$
|
17.6
|
|
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
2.6
|
|
|
$
|
2.2
|
|
|
|
(1.4
|
)
|
|
$
|
3.4
|
|
Valuation allowance for income taxes
|
$
|
0.9
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
3.2
|
|
|
$
|
0.8
|
|
|
|
(1.4
|
)
|
|
$
|
2.6
|
|
Valuation allowance for income taxes
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
(1)
|
Excludes discontinued operations
|
(2)
|
Primarily additional reserves for bad debts
|
(3)
|
Primarily accounts receivable balances written off, net of recoveries, and the expiration of loss carryforwards
|
|
V
ERISK
A
NALYTICS
, I
NC
.
(Registrant)
|
|
|
|
/S/ Scott G. Stephenson
|
|
Scott G. Stephenson
|
|
President and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
|
|
/S/ SCOTT G. STEPHENSON
|
|
President and Chief Executive Officer (principal executive officer and director)
|
Scott G. Stephenson
|
|
|
|
|
|
/S/ LEE M. SHAVEL
|
|
Executive Vice President and Chief Financial Officer
(principal financial officer)
|
Lee M. Shavel
|
|
|
|
|
|
/S/ DAVID J. GROVER
|
|
Vice President and Controller
(principal accounting officer)
|
David J. Grover
|
|
|
|
|
|
/S/ FRANK J. COYNE
|
|
Lead Independent Director
|
Frank J. Coyne
|
|
|
|
|
|
/S/ ANNELL BAY
|
|
Director
|
Annell R. Bay
|
|
|
|
|
|
/S/ J. HYATT BROWN
|
|
Director
|
J. Hyatt Brown
|
|
|
|
|
|
/S/ CHRISTOPHER M. FOSKETT
|
|
Director
|
Christopher M. Foskett
|
|
|
|
|
|
/S/ BRUCE E. HANSEN
|
|
Director
|
Bruce E. Hansen
|
|
|
|
|
|
/S/ KATHLEEN HOGENSON
|
|
Director
|
Kathleen A. Hogenson
|
|
|
|
|
|
/S/ CONSTANTINE P. IORDANOU
|
|
Director
|
Constantine P. Iordanou
|
|
|
|
|
|
/S/ JOHN F. LEHMAN, JR.
|
|
Director
|
John F. Lehman, Jr.
|
|
|
|
|
|
/S/ SAMUEL G. LISS
|
|
Director
|
Samuel G. Liss
|
|
|
|
|
|
/S/ ANDREW G. MILLS
|
|
Director
|
Andrew G. Mills
|
|
|
|
|
|
/S/ THERESE M. VAUGHAN
|
|
Director
|
Therese M. Vaughan
|
|
|
|
|
|
/S/ DAVID B. WRIGHT
|
|
Director
|
David B. Wright
|
|
*
|
Filed herewith.
|
LIST OF SUBSIDIARIES OF THE REGISTRANT
|
||
|
|
|
NAME OF SUBSIDIARY
|
|
JURISDICTION
|
|
|
|
AIR Worldwide Corporation
|
|
Massachusetts
|
Argus Information and Advisory Services, LLC
|
|
New York
|
Insurance Services Office, Inc.
|
|
Delaware
|
ISO Services, Inc.
|
|
Delaware
|
Wood Mackenzie Limited
|
|
United Kingdom
|
Xactware Solutions, Inc.
|
|
Delaware
|
|
|
|
/s/ Scott G. Stephenson
|
|
Scott G. Stephenson
|
|
President
|
|
and Chief Executive Officer
|
|
|
|
/s/ Lee M. Shavel
|
|
Lee M. Shavel
|
|
Executive Vice President
and Chief Financial Officer
|
|
|
|
|
|
/s/ Scott G. Stephenson
|
|
|
Scott G. Stephenson
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Lee M. Shavel
|
|
|
Lee M. Shavel
|
|
|
Executive Vice President
and Chief Financial Officer
|
Date: February 20, 2018
|
|
|