VRSK-2013.09.30-10Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     
Commission File Number: 001-34480
___________________________________
VERISK ANALYTICS, INC.
(Exact name of registrant as specified in its charter)
 ___________________________________
Delaware
 
26-2994223
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
545 Washington Boulevard
Jersey City, NJ
 
07310-1686
(Address of principal executive offices)
 
(Zip Code)
(201) 469-2000
(Registrant’s telephone number, including area code)
 ___________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of November 1, 2013, there was the following number of shares outstanding of each of the issuer’s classes of common stock:
 
Class
 
Shares Outstanding
Class A common stock $.001 par value
 
168,231,917
 


Table of Contents

Verisk Analytics, Inc.
Index to Form 10-Q
Table of Contents
 
 
Page Number
 
 
PART I — FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 31.1
 
 
 
Exhibit 31.2
 
 
 
Exhibit 32.1
 


Table of Contents


Item 1. Financial Statements

VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 30, 2013 and December 31, 2012
 
2013
 
2012
 
(unaudited)
 
 
(In thousands, except for
share and per share data)
ASSETS
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
180,203

 
$
89,819

Available-for-sale securities
 
4,514

 
 
4,883

Accounts receivable, net of allowance for doubtful accounts of $5,389 and $4,753, respectively
 
167,767

 
 
178,430

Prepaid expenses
 
25,986

 
 
21,946

Deferred income taxes, net
 
11,960

 
 
10,397

Income taxes receivable
 
42,191

 
 
45,975

Other current assets
 
28,709

 
 
39,109

Total current assets
 
461,330

 
 
390,559

Noncurrent assets:
 
 
 
 
 
Fixed assets, net
 
219,116

 
 
154,084

Intangible assets, net
 
471,139

 
 
520,935

Goodwill
 
1,250,888

 
 
1,247,459

Other assets
 
27,399

 
 
47,299

Total assets
$
2,429,872

 
$
2,360,336

 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
 
 
Accounts payable and accrued liabilities
$
171,285

 
$
187,648

Short-term debt and current portion of long-term debt
 
39,459

 
 
195,263

Pension and postretirement benefits, current
 
1,734

 
 
1,734

Fees received in advance
 
244,160

 
 
200,705

Total current liabilities
 
456,638

 
 
585,350

Noncurrent liabilities:
 
 
 
 
 
Long-term debt
 
1,271,170

 
 
1,266,162

Pension benefits
 
28,534

 
 
38,655

Postretirement benefits
 
1,922

 
 
2,627

Deferred income taxes, net
 
143,432

 
 
133,761

Other liabilities
 
45,174

 
 
78,190

Total liabilities
 
1,946,870

 
 
2,104,745

Commitments and contingencies
 

 
 

Stockholders’ equity:
 
 
 
 
 
Class A common stock, $.001 par value; 1,200,000,000 shares authorized; 544,003,038 shares issued
and 168,220,591 and 167,727,073 outstanding, respectively
 
137

 
 
137

Unearned KSOP contributions
 
(371
)
 
 
(483
)
Additional paid-in capital
 
1,156,175

 
 
1,044,746

Treasury stock, at cost, 375,782,447 and 376,275,965 shares, respectively
 
(1,753,231
)
 
 
(1,605,376
)
Retained earnings
 
1,166,884

 
 
905,727

Accumulated other comprehensive losses
 
(86,592
)
 
 
(89,160
)
Total stockholders’ equity
 
483,002

 
 
255,591

Total liabilities and stockholders’ equity
$
2,429,872

 
$
2,360,336

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

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Table of Contents

VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For The Three and Nine Months Ended September 30, 2013 and 2012
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands, except for share and per share data)
Revenues
$
438,597

 
$
398,863

 
$
1,263,240

 
$
1,118,590

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues (exclusive of items
   shown separately below)
 
176,580

 
 
156,749

 
 
515,692

 
 
437,153

Selling, general and administrative
 
59,330

 
 
58,707

 
 
179,510

 
 
175,159

Depreciation and amortization of fixed
   assets
 
17,704

 
 
12,714

 
 
49,729

 
 
37,448

Amortization of intangible assets
 
15,393

 
 
15,442

 
 
49,796

 
 
36,216

Total expenses
 
269,007

 
 
243,612

 
 
794,727

 
 
685,976

Operating income
 
169,590

 
 
155,251

 
 
468,513

 
 
432,614

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(18,692
)
 
 
(18,133
)
 
 
(58,486
)
 
 
(51,895
)
Investment income
 
227

 
 
136

 
 
315

 
 
397

Realized gain (loss) on available-for-sale
   securities, net
 
1

 
 
(638
)
 
 
(99
)
 
 
(338
)
Total other expense, net
 
(18,464
)
 
 
(18,635
)
 
 
(58,270
)
 
 
(51,836
)
Income before income taxes
 
151,126

 
 
136,616

 
 
410,243

 
 
380,778

Provision for income taxes
 
(54,685
)
 
 
(53,705
)
 
 
(149,086
)
 
 
(149,935
)
Net income
$
96,441

 
$
82,911

 
$
261,157

 
$
230,843

Basic net income per share
$
0.57

 
$
0.50

 
$
1.55

 
$
1.39

Diluted net income per share
$
0.56

 
$
0.48

 
$
1.51

 
$
1.34

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
 
168,044,100

 
 
165,978,080

 
 
168,089,919

 
 
165,587,027

Diluted
 
172,154,553

 
 
171,660,543

 
 
172,460,960

 
 
171,637,571

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


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Table of Contents

VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
For The Three and Nine Months Ended September 30, 2013 and 2012
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(In thousands)
Net income
$
96,441

 
$
82,911

 
$
261,157

 
$
230,843

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Unrealized foreign currency gain (loss)
 
275

 
 
4

 
 
(406
)
 
 
(130
)
Unrealized holding gain (loss)
   on available-for-sale securities
 
139

 
 
96

 
 
(175
)
 
 
(217
)
Pension and postretirement
   unfunded liability adjustment
 
1,332

 
 
401

 
 
3,149

 
 
1,781

Total other comprehensive income
 
1,746

 
 
501

 
 
2,568

 
 
1,434

Comprehensive income
$
98,187

 
$
83,412

 
$
263,725

 
$
232,277

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

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VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)
For The Year Ended December 31, 2012 and The Nine Months Ended September 30, 2013
 
 
Class A
Common 
Stock
 
 
Par 
Value
 
 
Unearned
KSOP
Contributions
 
 
Additional
Paid-in
Capital
 
 
Treasury
Stock
 
 
Retained
Earnings
 
 
Accumulated
Other
Comprehensive
Losses
 
 
Total
Stockholders’
Equity 
(Deficit)
 
(In thousands, except for share data)
Balance, December 31, 2011
544,003,038

 
$
137

 
$
(691
)
 
$
874,808

 
$
(1,471,042
)
 
$
576,585

 
$
(78,287
)
 
$
(98,490
)
Net income

 
 

 
 

 
 

 
 

 
 
329,142

 
 

 
 
329,142

Other comprehensive
   loss

 
 

 
 

 
 

 
 

 
 

 
 
(10,873
)
 
 
(10,873
)
Treasury stock acquired
   (3,491,591 shares)

 
 

 
 

 
 

 
 
(162,586
)
 
 

 
 

 
 
(162,586
)
KSOP shares earned

 
 

 
 
208

 
 
12,903

 
 

 
 

 
 

 
 
13,111

Stock options exercised,
   including tax benefit of
   $88,185 (6,880,678
   shares reissued from
   treasury stock)

 
 

 
 

 
 
131,824

 
 
28,039

 
 

 
 

 
 
159,863

Restricted stock lapsed,
   including tax benefit of
   $202 (41,908 shares
   reissued from
   treasury stock)

 
 

 
 

 
 
34

 
 
167

 
 

 
 

 
 
201

Employee stock purchase
   plan (6,074 shares
   reissued from treasury
   stock)

 
 

 
 

 
 
268

 
 
26

 
 

 
 

 
 
294

Stock based
   compensation

 
 

 
 

 
 
24,696

 
 

 
 

 
 

 
 
24,696

Other stock issuances
   (4,777 shares
   reissued from
   treasury stock)

 
 

 
 

 
 
213

 
 
20

 
 

 
 

 
 
233

Balance, December 31, 2012
544,003,038

 
 
137

 
 
(483
)
 
 
1,044,746

 
 
(1,605,376
)
 
 
905,727

 
 
(89,160
)
 
 
255,591

Net income

 
 

 
 

 
 

 
 

 
 
261,157

 
 

 
 
261,157

Other comprehensive
   income

 
 

 
 

 
 

 
 

 
 

 
 
2,568

 
 
2,568

Treasury stock acquired
   (2,707,562 shares)

 
 

 
 

 
 

 
 
(162,081
)
 
 

 
 

 
 
(162,081
)
KSOP shares earned

 
 

 
 
112

 
 
11,062

 
 

 
 

 
 

 
 
11,174

Stock options exercised,
   including tax benefit of
   $43,825 (3,028,040
   shares reissued from
   treasury stock)

 
 

 
 

 
 
81,684

 
 
13,467

 
 

 
 

 
 
95,151

Restricted stock lapsed,
   including tax benefit of
   $974 (143,367 shares
   reissued from treasury
   stock)

 
 

 
 

 
 
350

 
 
624

 
 

 
 

 
 
974

Employee stock purchase
   plan (21,564 shares
   reissued from treasury
   stock)

 
 

 
 

 
 
1,170

 
 
98

 
 

 
 

 
 
1,268

Stock based
   compensation

 
 

 
 

 
 
16,745

 
 

 
 

 
 

 
 
16,745

Other stock issuances
   (8,109 shares
   reissued from
   treasury stock)

 
 

 
 

 
 
418

 
 
37

 
 

 
 

 
 
455

Balance, September 30, 2013
544,003,038

 
$
137

 
$
(371
)
 
$
1,156,175

 
$
(1,753,231
)
 
$
1,166,884

 
$
(86,592
)
 
$
483,002

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

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VERISK ANALYTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For The Nine Months Ended September 30, 2013 and 2012
 
2013
 
2012
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
 
Net income
$
261,157

 
$
230,843

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization of fixed assets
 
49,729

 
 
37,448

Amortization of intangible assets
 
49,796

 
 
36,216

Amortization of debt issuance costs and original issue discount
 
2,048

 
 
1,649

Allowance for doubtful accounts
 
1,188

 
 
576

KSOP compensation expense
 
11,174

 
 
9,481

Stock based compensation
 
16,745

 
 
19,303

Realized loss on available-for-sale securities, net
 
99

 
 
338

Deferred income taxes
 
5,888

 
 
(526
)
Loss on disposal of fixed assets
 
476

 
 
88

Excess tax benefits from exercised stock options
 
(81,689
)
 
 
(55,056
)
Other operating activities, net
 
448

 
 
215

Changes in assets and liabilities, net of effects from acquisitions:
 
 
 
 
 
Accounts receivable
 
9,475

 
 
(3,026
)
Prepaid expenses and other assets
 
(4,727
)
 
 
7,126

Income taxes
 
48,554

 
 
99,508

Accounts payable and accrued liabilities
 
12,267

 
 
3,168

Fees received in advance
 
43,372

 
 
39,588

Pension and postretirement benefits
 
(6,532
)
 
 
(97,809
)
Other liabilities
 
(33,016
)
 
 
(8,133
)
Net cash provided by operating activities
 
386,452

 
 
320,997

Cash flows from investing activities:
 
 
 
 
 
Acquisitions, net of cash acquired of $0 and $36,113, respectively
 
(983
)
 
 
(743,091
)
Purchase of non-controlling interest in non-public companies
 

 
 
(2,000
)
Earnout payments
 

 
 
(250
)
Proceeds from release of acquisition related escrows
 
280

 
 

Escrow funding associated with acquisitions
 

 
 
(37,800
)
Purchases of fixed assets
 
(107,915
)
 
 
(55,724
)
Purchases of available-for-sale securities
 
(5,003
)
 
 
(1,317
)
Proceeds from sales and maturities of available-for-sale securities
 
5,825

 
 
1,478

Other investing activities, net
 
439

 
 

Net cash used in investing activities
 
(107,357
)
 
 
(838,704
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of long-term debt, net of original issue discount
 

 
 
347,224

Repayment of current portion of long-term debt
 
(145,000
)
 
 

Repayment of short-term debt refinanced on a long-term basis
 

 
 
(347,224
)
(Repayment) proceeds of short-term debt, net
 
(10,000
)
 
 
462,224

Payment of debt issuance costs
 

 
 
(3,623
)
Excess tax benefits from exercised stock options
 
81,689

 
 
55,056

Repurchase of common stock
 
(160,970
)
 
 
(128,073
)
Proceeds from stock options exercised
 
51,326

 
 
43,571

Other financing activities, net
 
(5,350
)
 
 
(5,151
)
Net cash (used in) provided by financing activities
 
(188,305
)
 
 
424,004

Effect of exchange rate changes
 
(406
)
 
 
(130
)
Increase (decrease) in cash and cash equivalents
 
90,384

 
 
(93,833
)
Cash and cash equivalents, beginning of period
 
89,819

 
 
191,603

Cash and cash equivalents, end of period
$
180,203

 
$
97,770

Supplemental disclosures:
 
 
 
 
 
Taxes paid
$
102,203

 
$
51,017

Interest paid
$
58,018

 
$
41,431

Noncash investing and financing activities:
 
 
 
 
 
Repurchase of common stock included in accounts payable and accrued liabilities
$
2,622

 
$
953

Deferred tax liability established on date of acquisition
$
(1,187
)
 
$
(78,832
)
Capital lease obligations
$
9,014

 
$
3,544

Capital expenditures included in accounts payable and accrued liabilities
$
2,890

 
$
998

Increase in goodwill due to acquisition related escrow distributions
$

 
$
4,128

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

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VERISK ANALYTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except for share and per share data, unless otherwise stated)
1. Organization:
Verisk Analytics, Inc. and its consolidated subsidiaries (“Verisk” or the “Company”) enable risk-bearing businesses to better understand and manage their risks. The Company provides its customers proprietary data that, combined with analytic methods, create embedded decision support solutions. The Company is one of the largest aggregators and providers of data pertaining to property and casualty (“P&C”) insurance risks in the United States of America (“U.S.”). The Company offers solutions for detecting fraud in the U.S. P&C insurance, financial services, and healthcare industries and sophisticated methods to predict and quantify loss in diverse contexts ranging from natural catastrophes to supply chain to health insurance. The Company provides solutions, including data, statistical models or tailored analytics, all designed to allow clients to make more logical decisions.
Verisk was established to serve as the parent holding company of Insurance Services Office, Inc. (“ISO”). ISO was formed in 1971 as an advisory and rating organization for the P&C insurance industry to provide statistical and actuarial services, to develop insurance programs and to assist insurance companies in meeting state regulatory requirements. Over the past decade, the Company has broadened its data assets, entered new markets, placed a greater emphasis on analytics, and pursued strategic acquisitions. Verisk’s common stock trades under the ticker symbol “VRSK” on the NASDAQ Global Select Market.
2. Basis of Presentation and Summary of Significant Accounting Policies:
The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the U.S. (“U.S. GAAP”). The preparation of financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include acquisition purchase price allocations, the fair value of goodwill, the realization of deferred tax assets, fair value of stock based compensation, liabilities for pension and postretirement benefits, and the estimate for the allowance for doubtful accounts. Actual results may ultimately differ from those estimates. Certain combinations have been made related to federal and state income taxes and to the segment reporting within revenue categories in the condensed consolidated financial statements and the notes to conform to the respective 2013 presentation.
The condensed consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012, in the opinion of management, include all adjustments, consisting of normal recurring accruals, to present fairly the Company’s financial position, results of operations and cash flows. The operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year. The condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2013 have been prepared on the same basis as and should be read in conjunction with the annual report on Form 10-K for the year ended December 31, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The Company believes the disclosures made are adequate to keep the information presented from being misleading.
Recent Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. 2013-02”). Under ASU No. 2013-02, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income by component, either on the face of the financial statement where net income is presented or in the notes thereto. ASU No. 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. ASU 2013-02 was adopted by the Company on January 1, 2013. The Company elected to present the information as a separate disclosure in the notes to the condensed consolidated financial statements. Refer to Note 9 for further discussion.
In February 2013, the FASB issued ASU No. 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU No. 2013-04”). Under ASU No. 2013-04, an entity is required to measure and disclose the amounts and nature of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. ASU No. 2013-04 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted. The Company has elected not to early adopt this standard. The adoption of ASU 2013-04 will not have a material impact on the Company’s condensed consolidated financial statements as the long-term debt resulting from joint and several liability arrangements

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has been measured on a gross basis and disclosed in Note 8. Other obligations resulting from joint and several liability arrangements, such as contingencies, retirement benefits and income taxes, are excluded from the scope of this ASU.
In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU No. 2013-05”). Under ASU No. 2013-05, an entity is required to release any related cumulative translation adjustment into net income upon cessation to have a controlling financial interest in a subsidiary or group of assets within a foreign entity. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted. The Company has elected not to early adopt this standard. The adoption of ASU 2013-05 is not expected to have a material impact on the Company’s condensed consolidated financial statements.
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU No. 2013-11”).  Under ASU No. 2013-11, an unrecognized tax benefit should be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with the exception that these unrecognized tax benefits are not available at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position or the tax law.  An additional exception applies when the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets.  ASU No. 2013-11 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013.  Early adoption is permitted.  The Company has elected not to early adopt this standard. The Company is currently assessing the potential impact of ASU No. 2013-11 on its financial statements.
3. Investments:
Available-for-sale securities consisted of the following: 
 
Adjusted
Cost
 
Gross
Unrealized
Gain
 
Gross
Unrealized
Loss
 
Fair Value
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Registered investment companies
$
4,748

 
$

 
$
(234
)
 
$
4,514

December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
Registered investment companies
$
4,830

 
$
53

 
$

 
$
4,883

In addition to the available-for-sale securities above, the Company has equity investments in non-public companies in which the Company acquired non-controlling interests and for which no readily determinable market value exists. These securities were accounted for under the cost method in accordance with Accounting Standards Codification (“ASC”) 323-10-25, The Equity Method of Accounting for Investments in Common Stock. At September 30, 2013 and December 31, 2012, the carrying value of such securities was $3,737 and $5,015, respectively, and has been included in “Other assets” in the accompanying condensed consolidated balance sheets.

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4. Fair Value Measurements:
Certain assets and liabilities of the Company are reported at fair value on a recurring basis in the accompanying condensed consolidated balance sheets. Such assets and liabilities include amounts for both financial and non-financial instruments. To increase consistency and comparability of assets and liabilities recorded at fair value, ASC 820-10, Fair Value Measurements (“ASC 820-10”), established a three-level fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value. ASC 820-10 requires disclosures detailing the extent to which companies measure assets and liabilities at fair value, the methods and assumptions used to measure fair value and the effect of fair value measurements on earnings. In accordance with ASC 820-10, the Company applied the following fair value hierarchy: 
Level 1 -
 
Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded
   instruments.
 
 
 
Level 2 -
 
Assets 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 participant would require.
The following table provides information for assets reported at fair value as of September 30, 2013 and December 31, 2012. The fair values of cash and cash equivalents (other than money-market funds, which are recorded on a reported net asset value basis disclosed below), accounts receivable, accounts payable and accrued liabilities, and short-term debt approximate their carrying amounts because of the short-term nature of these instruments. 
 
Total
 
Quoted Prices
in Active Markets
for Identical
Assets (Level 1)
 
Significant Other
Observable
Inputs (Level 2)
September 30, 2013
 
 
 
 
 
 
 
 
Cash equivalents - money-market funds
$
547

 
$

 
$
547

Registered investment companies (1)
$
4,514

 
$
4,514

 
$

December 31, 2012
 
 
 
 
 
 
 
 
Cash equivalents - money-market funds
$
760

 
$

 
$
760

Registered investment companies (1)
$
4,883

 
$
4,883

 
$

______________________
(1)
Registered investment companies are classified as available-for-sale securities and are valued using quoted prices in active markets multiplied by the number of shares owned.
The Company has not elected to carry its long-term debt at fair value. The carrying value of the long-term debt represents amortized cost. The Company assesses the fair value of its long-term debt based on quoted market prices if available, and if not, an estimate of interest rates available to the Company for debt with similar features, the Company’s current credit rating and spreads applicable to the Company. The fair value of the long-term debt would be a Level 2 liability if the long-term debt was measured at fair value on the condensed consolidated balance sheets. The following table summarizes the carrying value and estimated fair value of the long-term debt as of September 30, 2013 and December 31, 2012 respectively: 
 
2013
 
2012
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Financial instrument not carried at fair value:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt excluding capitalized
leases
$
1,299,949

 
$
1,387,337

 
$
1,454,409

 
$
1,575,950


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Table of Contents

5. Acquisitions:
2012 Acquisitions
On December 20, 2012, the Company acquired the net assets of Insurance Risk Management Solutions (“IRMS”). IRMS provided integrated property risk assessment technology underlying one of the Company’s geographic information system (“GIS”) underwriting solutions. At the end of 2012, the long-term contract with IRMS was expiring and precipitated a change in the business relationship. Instead of continuing forward with a new service agreement, the Company acquired IRMS as this will enable the Company to better manage, enhance and continue to use the solutions as part of its Risk Assessment segment. The Company paid a net cash purchase price of $26,422 and funded $1,000 of indemnity escrows.
On August 31, 2012, the Company acquired Argus Information & Advisory Services, LLC (“Argus”), a provider of information, competitive benchmarking, scoring solutions, analytics, and customized services to financial institutions and regulators in North America, Latin America, and Europe, for a net cash purchase price of approximately $404,995 and funded $20,000 of indemnity escrows. Argus leverages its comprehensive payment data sets and provides proprietary solutions to a client base that includes credit and debit card issuers, retail banks and other consumer financial services providers, payment processors, insurance companies, and other industry stakeholders. Within the Company’s Decision Analytics segment, this acquisition enhances the Company’s position as a provider of data, analytics, and decision-support solutions to financial institutions globally.
On July 2, 2012, the Company acquired the net assets of Aspect Loss Prevention, LLC (“ALP”), a provider of loss prevention and analytic solutions to the retail, entertainment, and food industries, for a net cash purchase price of approximately $6,917 and funded $800 of indemnity escrows. Within the Company’s Decision Analytics segment, ALP further advances the Company’s position as a provider of data, crime analytics, and decision-support solutions.
On March 30, 2012, the Company acquired 100% of the stock of MediConnect Global, Inc. (“MediConnect”), a service provider of medical record retrieval, digitization, coding, extraction, and analysis, for a net cash purchase price of approximately $331,405 and funded $17,000 of indemnity escrows. Within the Company’s Decision Analytics segment, MediConnect further supports the Company’s objective as the leading provider of data, analytics, and decision-support solutions to the healthcare and property casualty industry.
The preliminary allocations of the purchase prices for IRMS as disclosed as of December 31, 2012 is subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have an impact on the condensed consolidated financial statements. The allocations of the purchase price will be finalized once all information is obtained, but not to exceed one year from the acquisition date.
Supplemental information on an unaudited pro forma basis is presented below as if the acquisitions of MediConnect and Argus occurred at the beginning of the year 2012. The pro forma information for the nine months ended September 30, 2012 presented below is based on estimates and assumptions, which the Company believes are reasonable and not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had these acquisitions been completed at the beginning of 2012. The unaudited pro forma information includes intangible asset amortization charges and incremental borrowing costs as a result of the acquisitions, net of related tax, estimated using the Company’s effective tax rate for continuing operations for the nine months ended September 30: 
 
2012
 
(unaudited)
Pro forma revenues
$
1,173,420

Pro forma net income
$
222,840

Pro forma basic income per share
$
1.35

Pro forma diluted income per share
$
1.30


Acquisition Escrows
Pursuant to the related acquisition agreements, the Company has funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition dates, as well as a portion of the contingent payments. At September 30, 2013 and December 31, 2012, the current portion of the escrows amounted to $22,985 and $29,277, and the noncurrent portion of the escrow amounted to $5,000 and $26,803, respectively. The current and noncurrent portions of the escrows have been included in “Other current assets” and “Other assets” in the accompanying condensed consolidated balance sheets, respectively.

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Table of Contents

6. Goodwill and Intangible Assets:
The following is a summary of the change in goodwill from December 31, 2012 through September 30, 2013, both in total and as allocated to the Company’s operating segments:
 
Risk
Assessment
 
Decision
Analytics
 
Total
Goodwill at December 31, 2012 (1)
$
55,555

 
$
1,191,904

 
$
1,247,459

Current year acquisition
 

 
 
705

 
 
705

Purchase accounting reclassifications
 

 
 
2,724

 
 
2,724

Goodwill at September 30, 2013 (1)
$
55,555

 
$
1,195,333

 
$
1,250,888

______________________
(1)
These balances are net of accumulated impairment charges of $3,244 that occurred prior to December 31, 2012.
The Company finalized the purchase accounting for the acquisitions of MediConnect, ALP and Argus during the nine months ended September 30, 2013. The impact of the finalization of the purchase accounting for these acquisitions was not material to the condensed consolidated statements of operations for the three and nine months ended September 30, 2013.
Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill impairment testing compares the carrying value of each reporting unit to its fair value. If the fair value of the reporting unit exceeds the carrying value of the net assets, including goodwill assigned to that reporting unit, goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then the Company will determine the implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, then an impairment loss is recorded for the difference between the carrying amount and the implied fair value of goodwill. The Company completed the required annual impairment test as of June 30, 2013, which resulted in no impairment of goodwill. There were no goodwill impairment indicators after the date of the last annual impairment test.


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Table of Contents

The Company’s intangible assets and related accumulated amortization consisted of the following: 
 
Weighted
Average
Useful Life
 
Cost
 
Accumulated
Amortization
 
Net
September 30, 2013
 
 
 
 
 
 
 
 
 
 
Technology-based
8 years
 
$
313,590

 
$
(195,481
)
 
$
118,109

Marketing-related
5 years
 
 
79,101

 
 
(49,514
)
 
 
29,587

Contract-based
6 years
 
 
6,555

 
 
(6,555
)
 
 

Customer-related
13 years
 
 
413,043

 
 
(89,600
)
 
 
323,443

Total intangible assets
 
 
$
812,289

 
$
(341,150
)
 
$
471,139

December 31, 2012
 
 
 
 
 
 
 
 
 
 
Technology-based
8 years
 
$
313,590

 
$
(177,929
)
 
$
135,661

Marketing-related
5 years
 
 
79,101

 
 
(41,079
)
 
 
38,022

Contract-based
6 years
 
 
6,555

 
 
(6,555
)
 
 

Customer-related
13 years
 
 
413,043

 
 
(65,791
)
 
 
347,252

Total intangible assets
 
 
$
812,289

 
$
(291,354
)
 
$
520,935

Amortization expense related to intangible assets for the three months ended September 30, 2013 and 2012 was $15,393 and $15,442, respectively. Amortization expense related to intangible assets for the nine months ended September 30, 2013 and 2012 was $49,796 and $36,216, respectively. Estimated amortization expense in future periods through 2018 and thereafter for intangible assets subject to amortization is as follows:
Year
Amount
2013
$
14,510

2014
 
57,168

2015
 
51,252

2016
 
49,421

2017
 
48,518

2018 and Thereafter
 
250,270

 
$
471,139

7. Income Taxes:
The Company’s effective tax rate for the three and nine months ended September 30, 2013 was 36.19%, and 36.34%, respectively, compared to the effective tax rate for the three and nine months ended September 30, 2012 of 39.31% and 39.38%, respectively. The effective tax rate for the three and nine months ended September 30, 2013 is lower than the September 30, 2012 effective tax rate primarily due to the continued execution of tax planning strategies and favorable settlements and resolution of uncertain tax positions. The difference between statutory tax rates and the Company’s effective tax rate is primarily attributable to state taxes and nondeductible share appreciation from the ISO 401(k) Savings and Employee Stock Ownership Plan (“KSOP”).

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Table of Contents

8. Debt:
The following table presents short-term and long-term debt by issuance as of September 30, 2013 and December 31, 2012: 
 
Issuance
Date
 
Maturity
Date
 
2013
 
2012
Short-term debt and current portion of long-term debt:
 
 
 
 
 
 
 
 
 
Syndicated revolving credit facility
Various
 
Various
 
$

 
$
10,000

Aviva Investors senior notes:
 
 
 
 
 
 
 
 
 
6.46% Series A senior notes
4/27/2009
 
4/27/2013
 
 

 
 
30,000

New York Life senior notes:
 
 
 
 
 
 
 
 
 
5.87% Series A senior notes
10/26/2007
 
10/26/2013
 
 
17,500

 
 
17,500

Principal senior notes:
 
 
 
 
 
 
 
 
 
6.16% Series B senior notes
8/8/2006
 
8/8/2013
 
 

 
 
25,000

Prudential senior notes:
 
 
 
 
 
 
 
 
 
6.13% Series G senior notes
8/8/2006
 
8/8/2013
 
 

 
 
75,000

5.84% Series H senior notes
10/26/2007
 
10/26/2013
 
 
17,500

 
 
17,500

6.28% Series I senior notes
4/29/2008
 
4/29/2013
 
 

 
 
15,000

Capital lease obligations
Various
 
Various
 
 
4,459

 
 
5,263

Short-term debt and current portion of long-term
debt
 
 
 
 
 
39,459

 
 
195,263

Long-term debt:
 
 
 
 
 
 
 
 
 
Verisk senior notes:
 
 
 
 
 
 
 
 
 
5.800% senior notes, less unamortized discount
of $784 and $862, respectively
4/6/2011
 
5/1/2021
 
 
449,216

 
 
449,138

4.875% senior notes, less unamortized discount
of $1,783 and $2,037, respectively
12/8/2011
 
1/15/2019
 
 
248,217

 
 
247,963

4.125% senior notes, less unamortized discount
of $2,484 and $2,692, respectively
9/12/2012
 
9/12/2022
 
 
347,516

 
 
347,308

New York Life senior notes:
 
 
 
 
 

 
 
 
5.87% Series A senior notes
10/26/2007
 
10/26/2015
 
 
17,500

 
 
17,500

6.35% Series B senior notes
4/29/2008
 
4/29/2015
 
 
50,000

 
 
50,000

Prudential senior notes:
 
 
 
 
 

 
 
 
5.84% Series H senior notes
10/26/2007
 
10/26/2015
 
 
17,500

 
 
17,500

6.28% Series I senior notes
4/29/2008
 
4/29/2015
 
 
85,000

 
 
85,000

6.85% Series J senior notes
6/15/2009
 
6/15/2016
 
 
50,000

 
 
50,000

Capital lease obligations
Various
 
Various
 
 
6,221

 
 
1,753

Long-term debt
 
 
 
 
 
1,271,170

 
 
1,266,162

Total debt
 
 
 
 
$
1,310,629

 
$
1,461,425

As of September 30, 2013, the Company had an $850,000 committed senior unsecured Syndicated Revolving Credit Facility (the “Credit Facility”) with Bank of America N.A., JPMorgan Chase Bank N.A., and a syndicate of banks. Borrowings may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions and the share repurchase program (the “Repurchase Program”). As of September 30, 2013 and December 31, 2012, the Company had $0 and $10,000, respectively, outstanding under the Credit Facility.
In October 2013, the Company amended its Credit Facility to increase the borrowing capacity from $850,000 to $975,000 and extend the maturity date from October 24, 2017 to October 24, 2018.  The Company amortizes all one-time fees and third party costs associated with the execution and amendment of this Credit Facility through the maturity date.



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Table of Contents

9. Stockholders’ Equity:
The Company has 1,200,000,000 shares of authorized Class A common stock. The common shares have rights to any dividend declared by the board of directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all twelve members of the board of directors.

Share Repurchase Program
The Company has authorized repurchases up to $1,200,000 of its common stock through its Repurchase Program, including the additional $300,000 authorized by the board of directors in June 2013. As of September 30, 2013, the Company had $282,111 available to repurchase shares. The Company has no obligation to repurchase stock under this program and intends to use this authorization as a means of offsetting dilution from the issuance of shares under the KSOP, the Verisk 2013 Equity Incentive Plan (the “2013 Incentive Plan”), the Verisk 2009 Equity Incentive Plan (the “2009 Incentive Plan”), and the ISO 1996 Incentive Plan (the “1996 Incentive Plan”), while providing flexibility to repurchase additional shares if warranted. This authorization has no expiration date and may be increased, reduced, suspended, or terminated at any time. Repurchased shares will be recorded as treasury stock and will be available for future issuance as part of the Repurchase Program.
During the nine months ended September 30, 2013, the Company repurchased 2,707,562 shares of common stock as part of this program at a weighted average price of $59.86 per share. The Company utilized cash from operations to fund these repurchases. As treasury stock purchases are recorded based on trade date, the Company has included $2,622 in “Accounts payable and accrued liabilities” in the accompanying condensed consolidated balance sheets for those purchases that have not settled as of September 30, 2013.
Treasury Stock
As of September 30, 2013, the Company’s treasury stock consisted of 375,782,447 shares of common stock. During the nine months ended September 30, 2013, the Company reissued 3,201,080 shares of common stock from the treasury shares at a weighted average price of $4.44 per share.
Earnings Per Share (“EPS”)
Basic EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding, using the treasury stock method, if the dilutive potential common shares, including stock options, nonvested restricted stock, and nonvested deferred stock units, had been issued.

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Table of Contents

The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for the three and nine months ended September 30, 2013 and 2012:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Numerator used in basic and diluted EPS:
 
 
 
 
 
 
 
 
 
 
 
Net income
$
96,441

 
$
82,911

 
$
261,157

 
$
230,843

Denominator:
 
 
 
 
 
 
 
 
 
 
 
Weighted average number of common
shares used in basic EPS
 
168,044,100

 
 
165,978,080

 
 
168,089,919

 
 
165,587,027

Effect of dilutive shares:
 
 
 
 
 
 
 
 
 
 
 
Potential common shares issuable
from stock options and stock
awards
 
4,110,453

 
 
5,682,463

 
 
4,371,041

 
 
6,050,544

Weighted average number of
common shares and dilutive
potential common shares
used in diluted EPS
 
172,154,553

 
 
171,660,543

 
 
172,460,960

 
 
171,637,571

Basic net income per share
$
0.57

 
$
0.50

 
$
1.55

 
$
1.39

Diluted net income per share
$
0.56

 
$
0.48

 
$
1.51

 
$
1.34

The potential shares of common stock that were excluded from diluted EPS were 844,413 and 932,045 for the nine months ended September 30, 2013 and 2012, respectively, because the effect of including these potential shares was anti-dilutive.


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Table of Contents

Accumulated Other Comprehensive Losses
The following is a summary of accumulated other comprehensive losses as of September 30, 2013 and December 31, 2012:
 
2013

2012
Unrealized foreign currency losses
$
(1,366
)
 
$
(960
)
Unrealized (losses) gains on available-for-sale securities, net of tax
 
(103
)
 
 
72

Pension and postretirement unfunded liability adjustment, net of tax
 
(85,123
)
 
 
(88,272
)
Accumulated other comprehensive losses
$
(86,592
)
 
$
(89,160
)
The before tax and after tax amounts of other comprehensive income for the nine months ended September 30, 2013 and 2012 are summarized below:
 
Before Tax
 
Tax Benefit 
(Expense)
 
After Tax
September 30, 2013
 
 
 
 
 
 
 
 
Unrealized foreign currency loss
$
(406
)
 
$

 
$
(406
)
Unrealized loss on available-for-sale securities before
reclassifications
 
(1,027
)
 
 
397

 
 
(630
)
Amount reclassified from accumulated other comprehensive
losses (1)
 
740

 
 
(285
)
 
 
455

Unrealized loss on available-for-sale securities
 
(287
)
 
 
112

 
 
(175
)
Pension and postretirement unfunded liability adjustment before
reclassifications
 
8,588

 
 
(2,799
)
 
 
5,789

Amortization of prior service credit reclassified from
accumulated other comprehensive losses (2)
 
109

 
 
(42
)
 
 
67

Amortization of net actuarial loss reclassified from
accumulated other comprehensive losses (2)
 
(4,403
)
 
 
1,696

 
 
(2,707
)
Pension and postretirement unfunded liability adjustment
 
4,294

 
 
(1,145
)
 
 
3,149

Total other comprehensive income
$
3,601

 
$
(1,033
)
 
$
2,568

September 30, 2012
 
 
 
 
 
 
 
 
Unrealized foreign currency loss
$
(130
)
 
$

 
$
(130
)
Unrealized loss on available-for-sale securities before
reclassifications
 
(691
)
 
 
264

 
 
(427
)
Amount reclassified from accumulated other comprehensive
losses (1)
 
340

 
 
(130
)
 
 
210

Unrealized loss on available-for-sale securities
 
(351
)
 
 
134

 
 
(217
)
Pension and postretirement unfunded liability adjustment before
reclassifications
 
6,299

 
 
(2,570
)
 
 
3,729

Amortization of prior service credit reclassified from
accumulated other comprehensive losses (2)
 
246

 
 
(94
)
 
 
152

Amortization of net actuarial loss reclassified from
accumulated other comprehensive losses (2)
 
(3,396
)
 
 
1,296

 
 
(2,100
)
Pension and postretirement unfunded liability adjustment
 
3,149

 
 
(1,368
)
 
 
1,781

Total other comprehensive income
$
2,668

 
$
(1,234
)
 
$
1,434

______________________
(1)
This accumulated other comprehensive loss component, before tax, is included under “Realized gain (loss) on available-for-sale securities, 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. 11 Pension and Postretirement Benefits for additional details).


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Table of Contents

10. Equity Compensation Plans:
All of the Company’s outstanding equity awards, including stock options and restricted stock, are covered under the 2013 Incentive Plan, 2009 Incentive Plan or 1996 Incentive Plan. Awards under the 2013 Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards (including cash), and (vi) other share based awards. Employees, directors and consultants are eligible for awards under the 2013 Incentive Plan. The Company issued common stock under these plans from the Company’s treasury shares. On May 15, 2013, the Company’s shareholders approved the 2013 Incentive Plan effective March 15, 2013. There are 15,700,000 shares of common stock available for issuance under the 2013 Incentive Plan. Shares subject to awards granted subsequent to March 15, 2013, whether under the 2013 Incentive Plan or the 2009 Incentive Plan, with certain exceptions, will reduce the number of shares available for issuance under the 2013 Incentive Plan. As of September 30, 2013, there were 14,306,681 shares of common stock reserved and available for future issuance under the 2013 Incentive Plan. Cash received from stock option exercises for the nine months ended September 30, 2013 and 2012 was $51,326 and $43,571, respectively.
On April 1, 2013, the Company granted 804,726 nonqualified stock options and 208,881 shares of restricted stock to key employees, as well as 20,445 deferred stock units to the directors of the Company. The nonqualified stock options have an exercise price equal to the closing price of the Company’s common stock on the grant date, with a ten-year contractual term and a service vesting period of four years. The restricted stock is valued at the closing price of the Company’s common stock on the grant date and has a service vesting period of four years. The Company recognizes the expense of the restricted stock ratably over the vesting period. The restricted stock is not assignable or transferable until it becomes vested. The deferred stock units are valued at the closing price of the Company’s common stock on the grant date, have a one-year vesting period, and will be distributed to the directors upon retirement or other separation from the board of directors.
On July 1, 2013, the Company granted 7,535 shares of common stock, 27,494 nonqualified stock options that were immediately vested, 54,032 nonqualified stock options with a one-year service vesting period, and 11,319 deferred stock units to the directors of the Company. The nonqualified stock options have an exercise price equal to the closing price of the Company’s common stock at the grant date and a ten-year contractual term.
The fair value of the stock options granted during the nine months ended September 30, 2013 and 2012 was estimated using a Black-Scholes valuation model that uses the weighted average assumptions noted in the following table:
 
2013

2012
Option pricing model
 
Black-Scholes

 
 
Black-Scholes

Expected volatility
 
29.27
%
 
 
32.25
%
Risk-free interest rate
 
0.70
%
 
 
0.90
%
Expected term in years
 
4.5

 
 
4.6

Dividend yield
 
0.00
%
 
 
0.00
%
Weighted average grant date fair value per stock option
$
15.58

 
$
13.59

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

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Table of Contents

A summary of the stock options outstanding as of December 31, 2012 and September 30, 2013 and changes during the interim period are presented below:
 
Number
of Options
 
Weighted
Average
Exercise Price
 
Aggregate
Intrinsic
Value
Outstanding at December 31, 2012
12,573,298

 
$
22.21

 
$
361,653

Granted
888,038

 
$
61.10

 
 

Exercised
(3,028,040
)
 
$
16.95

 
$
128,897

Cancelled or expired
(108,806
)
 
$
41.79

 
 


Outstanding at September 30, 2013
10,324,490

 
$
26.89

 
$
393,086

Options exercisable at September 30, 2013
7,812,250

 
$
21.84

 
$
336,868

Options exercisable at December 31, 2012
8,796,996

 
$
18.37

 
$
286,806

Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the quoted price of the Company’s common stock as of the reporting date. In accordance with ASC 718, Stock Compensation, excess tax benefit from exercised stock options is recorded as an increase to additional paid-in capital and a corresponding reduction in income taxes payable. This tax benefit is calculated as the excess of the intrinsic value of options exercised in excess of compensation recognized for financial reporting purposes. The amount of the tax benefit that has been realized, as a result of those excess tax benefits, is presented as a financing cash inflow within the accompanying condensed consolidated statements of cash flows. For the nine months ended September 30, 2013 and 2012, the Company recorded excess tax benefit from stock options exercised of $44,799 and $63,461, respectively. The Company realized $81,689 and $55,056 of tax benefit within the Company’s quarterly tax payments through September 30, 2013 and 2012, respectively.
The Company estimates expected forfeitures of equity awards at the date of grant and recognizes compensation expense only for those awards that the Company expects to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Changes in the forfeiture assumptions may impact the total amount of expense ultimately recognized over the requisite service period and may impact the timing of expense recognized over the requisite service period.
A summary of the status of the restricted stock awarded as of December 31, 2012 and September 30, 2013 and changes during the interim period is presented below: 
 
Number
of Shares
 
Weighted Average Grant
Date Fair Value Per Share
Outstanding at December 31, 2012
331,013

 
$
42.78

Granted
209,292

 
$
61.14

Vested
(133,146
)
 
$
42.04

Forfeited
(17,809
)
 
$
52.77

Outstanding at September 30, 2013
389,350

 
$
52.45

As of September 30, 2013, there was $45,394 of total unrecognized compensation costs, exclusive of the impact of vesting upon retirement eligibility, related to nonvested share-based compensation arrangements granted under the 2009 and 2013 Incentive Plans. That cost is expected to be recognized over a weighted average period of 2.66 years. As of September 30, 2013, there were 2,512,240 and 389,350 nonvested stock options and restricted stock, respectively, of which 2,070,908 and 312,823 are expected to vest. The total grant date fair value of options vested during the nine months ended September 30, 2013 and 2012 was $13,177 and $15,559, respectively. The total grant date fair value of restricted stock vested during the nine months ended September 30, 2013 and 2012 was $5,063 and $2,227, respectively.
The Company’s employee stock purchase plan (“ESPP”) commenced on October 1, 2012 and offers eligible employees the opportunity to authorize payroll deductions of up to 20.00% of their regular base salary and up to 50.00% of their short-term incentive compensation, both of which in total may not exceed $25 in any calendar year, to purchase shares of the Company’s common stock at a 5.00% discount of its fair market value at the time of purchase. In accordance with ASC 718, the ESPP is noncompensatory as the purchase discount is 5.00% or less from the fair market value, substantially all employees that meet limited employment qualifications may participate, and it incorporates no option features. During the nine months ended September 30, 2013, the Company issued 21,564 shares of common stock at a weighted discounted price of $58.79.
On April 20, 2013, the employee stock ownership plan (“ESOP”) refinanced its intercompany loan between the Company and the KSOP, thereby extending the allocation of the remaining unreleased shares through 2016. As a part of this new loan

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agreement, the Company is required to contribute an additional $9,000, plus interest, of cash or shares to the ESOP by 2016. Earlier contribution is at the Company’s discretion.
11. Pension and Postretirement Benefits:
The Company maintained a qualified defined benefit pension plan for certain of its employees through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. The Company has applied a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which is credited annually based on salary rates determined by years of service, as well as the interest earned on the previous year-end cash balance. The Company also has a non-qualified supplemental cash balance plan (“SERP”) for certain employees. The SERP is funded from the general assets of the Company. Effective February 29, 2012, the Company instituted a hard freeze, which eliminated all future compensation and service credits, to all participants in the Pension Plan and SERP.
The Company also provides healthcare and life insurance benefits to certain qualifying active and retired employees. The Postretirement Health and Life Insurance Plan (the “Postretirement Plan”), which has been frozen, is contributory, requiring participants to pay a stated percentage of the premium for coverage.
The components of net periodic (benefit) cost for the three and nine months ended September 30, are summarized below: 
 
Pension Plan and SERP
 
Postretirement Plan
 
Three Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Service cost
$

 
$

 
$

 
$

Interest cost
 
4,462

 
 
4,903

 
 
156

 
 
175

Expected return on plan assets
 
(7,620
)
 
 
(7,277
)
 
 
(264
)
 
 
(120
)
Amortization of prior service credit
 

 
 

 
 
(35
)
 
 
(38
)
Amortization of net actuarial loss
 
1,276

 
 
632

 
 
276

 
 
138

Net periodic (benefit) cost
$
(1,882
)
 
$
(1,742
)
 
$
133

 
$
155

Employer contributions
$
445

 
$
104

 
$
238

 
$
5,913

 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Service cost
$

 
$
282

 
$

 
$

Interest cost
 
13,385

 
 
14,940

 
 
456

 
 
525

Expected return on plan assets
 
(22,860
)
 
 
(21,624
)
 
 
(689
)
 
 
(240
)
Curtailment gain
 

 
 
(779
)
 
 

 
 

Amortization of prior service credit
 

 
 
(133
)
 
 
(109
)
 
 
(113
)
Amortization of net actuarial loss
 
3,828

 
 
2,983

 
 
575

 
 
413

Net periodic (benefit) cost
$
(5,647
)
 
$
(4,331
)
 
$
233

 
$
585

Employer contributions
$
646

 
$
79,459

 
$
473

 
$
15,565

The expected contributions to the Pension Plan, SERP and Postretirement Plan for the year ending December 31, 2013 are consistent with the amounts previously disclosed as of December 31, 2012.
12. Segment Reporting:
ASC 280-10, Disclosures About Segments of an Enterprise and Related Information (“ASC 280-10”), establishes standards for reporting information about operating segments. ASC 280-10 requires that a public business enterprise report financial and descriptive information about its reportable operating segments.
Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer and President is identified as the CODM as defined by ASC 280-10. To align with the internal management of the Company’s business operations based on service offerings, the Company is organized into the following two operating segments, which are also the Company’s reportable segments:
Decision Analytics: The Company develops solutions that its customers use to analyze the three key processes in managing risk: ‘prediction of loss’, ‘detection and prevention of fraud’ and ‘quantification of loss’. The Company’s combination of algorithms and analytic methods incorporates its proprietary data to generate solutions in each of these three categories. In

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most cases, the Company’s customers integrate the solutions into their models, formulas or underwriting criteria in order to predict potential loss events, ranging from hurricanes and earthquakes to unanticipated healthcare claims. The Company develops catastrophe and extreme event models and offers solutions covering natural and man-made risks, including acts of terrorism. The Company also develops solutions that allow customers to quantify costs after loss events occur. Fraud solutions include data on claim histories, analysis of mortgage applications to identify misinformation, analysis of claims to find emerging patterns of fraud, and identification of suspicious claims in the insurance, mortgage and healthcare sectors. The Company discloses revenue within this segment based on the industry vertical groupings of insurance, financial services, healthcare and specialized markets.
Risk Assessment: The Company is the leading provider of statistical, actuarial and underwriting data for the U.S. P&C insurance industry. The Company’s databases include cleansed and standardized records describing premiums and losses in insurance transactions, casualty and property risk attributes for commercial buildings and their occupants and fire suppression capabilities of municipalities. The Company uses this data to create policy language and proprietary risk classifications that are industry standards and to generate prospective loss cost estimates used to price insurance policies. Effective December 31, 2012, the Company combined the statistical agency and data services and actuarial services into industry-standard insurance programs within the Risk Assessment segment. There have been no changes in reportable segments in accordance with ASC 280-10.
The two aforementioned operating segments represent the segments for which separate discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The Company uses EBITDA as the profitability measure for making decisions regarding ongoing operations. EBITDA is net income before interest expense, provision for income taxes, depreciation and amortization of fixed and intangible assets. EBITDA is the measure of operating results used to assess corporate performance and optimal utilization of debt and acquisitions. Operating expenses consist of direct and indirect costs principally related to personnel, facilities, software license fees, consulting, travel, and third-party information services. Indirect costs are generally allocated to the segments using fixed rates established by management based upon estimated expense contribution levels and other assumptions that management considers reasonable. The Company does not allocate interest expense and provision for income taxes, since these items are not considered in evaluating the segment’s overall operating performance. The CODM does not evaluate the financial performance of each segment based on assets. On a geographic basis, no individual country outside of the U.S. accounted for 1.00% or more of the Company’s consolidated revenue for the three and nine months ended September 30, 2013 or 2012. No individual country outside of the U.S. accounted for 1.00% or more of total consolidated long-term assets as of September 30, 2013 or December 31, 2012.

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The following table provides the Company’s revenue and operating income by reportable segment for the three and nine months ended September 30, 2013 and 2012, as well as reconciliations to income before income taxes for all periods presented in the accompanying condensed consolidated statements of operations: 
 
Three Months Ended
 
Three Months Ended
 
September 30, 2013
 
September 30, 2012
 
Decision
Analytics
 
Risk
Assessment
 
Total
 
Decision
Analytics
 
Risk
Assessment
 
Total
Revenues
$
283,542

 
$
155,055

 
$
438,597

 
$
254,996

 
$
143,867

 
$
398,863

Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues (exclusive of
items shown separately
below)
 
126,346

 
 
50,234

 
 
176,580

 
 
111,709

 
 
45,040

 
 
156,749

Selling, general and
administrative
 
39,698

 
 
19,632

 
 
59,330

 
 
38,971

 
 
19,736

 
 
58,707

Investment income and
realized (gain) loss on
available-for-sale securities,
net
 

 
 
(228
)
 
 
(228
)
 
 

 
 
502

 
 
502

EBITDA
 
117,498

 
 
85,417

 
 
202,915

 
 
104,316

 
 
78,589

 
 
182,905

Depreciation and amortization
of fixed assets
 
14,385

 
 
3,319

 
 
17,704

 
 
9,436

 
 
3,278

 
 
12,714

Amortization of intangible
assets
 
15,304

 
 
89

 
 
15,393

 
 
15,442

 
 

 
 
15,442

Investment income and
realized gain (loss) on
available-for-sale securities,
net
 

 
 
228

 
 
228

 
 

 
 
(502
)
 
 
(502
)
Operating income
$
87,809

 
$
81,781

 
 
169,590

 
$
79,438

 
$
75,813

 
 
155,251

Investment income and realized
gain (loss) on available-for-sale
securities, net
 
 
 
 
 
 
 
228

 
 
 
 
 
 
 
 
(502
)
Interest expense
 
 
 
 
 
 
 
(18,692
)
 
 
 
 
 
 
 
 
(18,133
)
Income before income taxes
 
 
 
 
 
 
$
151,126

 
 
 
 
 
 
 
$
136,616

Capital expenditures, including
noncash purchases of fixed assets
and capital lease obligations
$
42,504

 
$
8,278

 
$
50,782

 
$
15,715

 
$
3,112

 
$
18,827



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Nine Months Ended
 
Nine Months Ended
 
September 30, 2013
 
September 30, 2012
 
Decision
Analytics
 
Risk
Assessment
 
Total
 
Decision
Analytics
 
Risk
Assessment
 
Total
Revenues
$
801,313

 
$
461,927

 
$
1,263,240

 
$
685,565

 
$
433,025

 
$
1,118,590

Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues (exclusive of
items shown separately below)
 
370,182

 
 
145,510

 
 
515,692

 
 
301,376

 
 
135,777

 
 
437,153

Selling, general and
administrative
 
120,702

 
 
58,808

 
 
179,510

 
 
112,910

 
 
62,249

 
 
175,159

Investment income and
realized gain on available-
for-sale securities, net
 

 
 
(216
)
 
 
(216
)
 
 

 
 
(59
)
 
 
(59
)
EBITDA
 
310,429

 
 
257,825

 
 
568,254

 
 
271,279

 
 
235,058

 
 
506,337

Depreciation and amortization
of fixed assets
 
39,402

 
 
10,327

 
 
49,729

 
 
26,942

 
 
10,506

 
 
37,448

Amortization of intangible
assets
 
49,531

 
 
265

 
 
49,796

 
 
36,216

 
 

 
 
36,216

Investment income and
realized gain on available-
for-sale securities, net
 

 
 
216

 
 
216

 
 

 
 
59

 
 
59

Operating income
$
221,496

 
$
247,017

 
 
468,513

 
$
208,121

 
$
224,493

 
 
432,614

Investment income and realized
gain on available-for-sale
securities, net
 
 
 
 
 
 
 
216

 
 
 
 
 
 
 
 
59

Interest expense
 
 
 
 
 
 
 
(58,486
)
 
 
 
 
 
 
 
 
(51,895
)
Income before income taxes
 
 
 
 
 
 
$
410,243

 
 
 
 
 
 
 
$
380,778

Capital expenditures, including
noncash purchases of fixed assets
and capital lease obligations
$
93,236

 
$
21,637

 
$
114,873

 
$
45,372

 
$
11,457

 
$
56,829

Operating segment revenue by type of service is provided below for the three and nine months ended September 30: 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Decision Analytics:
 
 
 
 
 
 
 
 
 
 
 
Insurance
$
140,771

 
$
126,301

 
$
401,105

 
$
364,847

Financial services
 
48,049

 
 
37,960

 
 
142,486

 
 
107,534

Healthcare
 
73,612

 
 
69,324

 
 
193,748

 
 
150,153

Specialized markets
 
21,110

 
 
21,411

 
 
63,974

 
 
63,031

Total Decision Analytics
 
283,542

 
 
254,996

 
 
801,313

 
 
685,565

Risk Assessment:
 
 
 
 
 
 
 
 
 
 
 
Industry-standard insurance programs
 
118,234

 
 
112,452

 
 
351,973

 
 
336,594

Property-specific rating and
underwriting information
 
36,821

 
 
31,415

 
 
109,954

 
 
96,431

Total Risk Assessment
 
155,055

 
 
143,867

 
 
461,927

 
 
433,025

Total revenues
$
438,597

 
$
398,863

 
$
1,263,240

 
$
1,118,590

13. Related Parties:
The Company considers its stockholders that own more than 5.00% of the outstanding common stock to be related parties as defined within ASC 850, Related Party Disclosures. As of September 30, 2013 and December 31, 2012, the Company had no related parties owning more than 5.00% of its common stock.

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14. Commitments and Contingencies:
The Company is a party to legal proceedings with respect to a variety of matters in the ordinary course of business, including the matters described below. With respect to ongoing matters, the Company is unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on the Company’s results of operations, financial position or cash flows. This is primarily because the matters are generally in early stages and discovery has either not commenced or been completed. Although the Company believes it has strong defenses and intends to vigorously defend these matters, the Company could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations, financial position or cash flows.
Intellicorp Records, Inc. Litigation
On April 20, 2012, the Company was served with a class action complaint filed in Alameda County Superior Court in California naming the Company’s subsidiary Intellicorp Records, Inc. (“Intellicorp”) titled Jane Roe v. Intellicorp Records, Inc. The complaint alleged violations of the Fair Credit Reporting Act (“FCRA”) and claimed that Intellicorp failed to implement reasonable procedures to assure maximum possible accuracy of the adverse information contained in the background reports, failed to maintain strict procedures to ensure that criminal record information provided to employers is complete and up to date, and failed to notify class members contemporaneously of the fact that criminal record information was being provided to their employers and prospective employers. Intellicorp removed the case to the United States District Court of the Northern District of California. The California Court later granted Intellicorp’s motion to transfer the case, which is now pending in the United States District Court for the Northern District of Ohio. On October 24, 2012 plaintiffs served their First Amended Complaint (the “Roe Complaint”) alleging a nationwide putative class action on behalf of all persons who were the subject of a Criminal SuperSearch or other “instant” consumer background report furnished to a third party by Intellicorp for employment purposes, and whose report contained any negative public record of criminal arrest, charge, or conviction without also disclosing the final disposition of the charges during the 5 years preceding the filing of this action through the date class certification is granted. The Roe Complaint seeks statutory damages for the class in an amount not less than one hundred dollars and not more than one thousand dollars per violation, punitive damages, costs and attorneys’ fees. On February 4, 2013, the Court granted plaintiffs’ motion to amend the Roe Complaint to eliminate the named plaintiff’s individual claim for compensatory damages. This amendment did not change the breadth or scope of the request for relief sought on behalf of the proposed class. Plaintiffs later amended their class definition in their motion for class certification to include only those consumers whose (1) Criminal SuperSearch returned results, but Single County search returned no result; (2) Criminal SuperSearch returned one or more criminal charges without a disposition, but the Single County search returned a disposition other than “conviction” or “guilty” and (3) Criminal SuperSearch returned a higher level of offense (felony or misdemeanor) for one or more criminal charges than the Single County search (misdemeanor or infraction.) This amendment reduces the size of the potential class, but does not alter the time period for which the plaintiffs seek to certify a class or the scope of the request for relief sought on behalf of the proposed class. Plaintiffs’ motion for class certification was fully submitted on March 18, 2013 and oral argument was heard by Judge Gwin on June 27, 2013.
On November 1, 2012, the Company was served with a complaint filed in the United States District Court for the Northern District of Ohio naming the Company’s subsidiary Intellicorp Records, Inc. titled Michael R. Thomas v. Intellicorp Records, Inc. On January 7, 2013 plaintiff served its First Amended Complaint (the “Thomas Complaint”) to add Mark A. Johnson (the plaintiff in the Johnson v. iiX matter described below) as a named plaintiff. The Thomas Complaint alleges a nationwide putative class action for violations of FCRA on behalf of “[a]ll natural persons residing in the United States (a) who were the subject of a report sold by Intellicorp to a third party, (b) that was furnished for an employment purpose, (c) that contained at least one public record of a criminal conviction or arrest, civil lien, bankruptcy or civil judgment, (d) within five years next preceding the filing of this action and during its pendency, and (e) to whom Intellicorp did not place in the United States mail postage-prepaid, on the day it furnished any part of the report, a written notice that it was furnishing the subject report and containing the name of the person that was to receive the report.” The Thomas Complaint proposes an alternative subclass as follows: “[a]ll natural persons residing in Ohio or Tennessee (a) who were the subject of a report sold by Intellicorp to a third party, (b) that was furnished for an employment purpose, (c) that contained at least one public record of a criminal conviction or arrest, civil lien, bankruptcy or civil judgment, (d) within five years next preceding the filing of this action and during its pendency, (e) when a mutual review of the record would reveal that the identity associated with the public record does not match the identity of the class member about whom the report was furnished, and (f) to whom Intellicorp did not place in the United States mail postage pre-paid, on the day it furnished any part of the report, a written notice that it was furnishing the subject report and containing the name of the person that was to receive the report.” Similar to the Roe action, the Thomas Complaint alleges that Intellicorp violated the FCRA, asserting that Intellicorp violated section 1681k(a)(1) of the FCRA because it failed to provide notice to the plaintiffs “at the time” the adverse public record information was reported. The named plaintiffs also allege individual claims under section 1681e(b) claiming that Intellicorp failed to follow reasonable procedures to assure maximum possible accuracy in the preparation of the consumer report it furnished pertaining to plaintiffs. The Thomas Complaint seeks statutory damages for the class in an amount not less than one hundred

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dollars and not more than one thousand dollars per violation, punitive damages, costs and attorneys’ fees, as well as compensatory and punitive damages on behalf of the named plaintiffs.

iiX Litigation
On January 3, 2013 the Company received service of a complaint filed in the United States District Court for the Southern District of Ohio naming the Company’s subsidiary Insurance Information Exchange (“iiX”) titled Mark A. Johnson v. Insurance Information Exchange, LLC (the “Johnson Complaint”). The Johnson Complaint alleges a nationwide putative class action on behalf of “[a]ll natural persons residing in the United States who were the subject of a consumer report prepared by iiX for employment purposes within five (5) years prior to the filing of this Complaint and to whom iiX did not provide notice of the fact that public record information which is likely to have an adverse effect upon the consumer’s ability to obtain employment, is being reported by iiX, together with the name and address of the person to whom such information is being reported at the time such public record information is reported to the user of such consumer report.” Similar to the Thomas matter, the Johnson Complaint alleges violations of section 1681k(a) of the FCRA claiming that iiX failed to notify customers contemporaneously that criminal record information was provided to a prospective employer and failed to maintain strict procedures to ensure that the information reported is complete and up to date. The Johnson Complaint seeks statutory damages for the class in an amount not less than one hundred dollars and not more than one thousand dollars per violation, punitive damages, costs and attorneys’ fees.

On October 18, 2013 the parties filed a Stipulation of Settlement resolving the Roe, Thomas and Johnson matters which Judge Gwin approved on October 29, 2013 subject to a hearing on Final Approval. The Stipulation of Settlement provides for a payment of $18,600 all of which is to be provided by insurance. Accordingly, if the Stipulation of Settlement is approved at the hearing on Final Approval, the settlement of these matters is not expected to have a material adverse effect on the Company.
Interthinx, Inc. Litigation
On May 13, 2013 the Company was served with a putative class action titled Celeste Shaw v. Interthinx, Inc., Verisk Analytics, Inc. and Jeffrey Moyer. The plaintiff is a current employee of the Company’s subsidiary Interthinx, Inc. based in Colorado, who filed the class action in the United States District Court for the District of Colorado on behalf of all fraud detection employees who have worked for Interthinx for the last three years nationwide and who were classified as exempt employees. The class complaint claims that the fraud detection employees were misclassified as exempt employees and, as a result, were denied certain wages and benefits that would have been received if they were properly classified as non-exempt employees. It pleads three causes of action against defendants: (1) Collective Action under section 216(b) of the Fair Labor Standards Act for unpaid overtime (nationwide class); (2) A Fed. R. Civ. P. 23 class action under the Colorado Wage Act and Wage Order for unpaid overtime and (3) A Fed. R. Civ. P. 23 class action under Colorado Wage Act for unpaid commissions/nondiscretionary bonuses (Colorado class). The complaint seeks compensatory damages, penalties that are associated with the various statutes, declaratory and injunctive relief interest, costs and attorneys’ fees.
On July 2, 2013 the Company was served with a putative class action titled Shabnam Shelia Dehdashtian v. Interthinx, Inc. and Verisk Analytics, Inc. in the United States District Court for the Central District of California. The plaintiff, Shabnam Shelia Dehdashtian, a former mortgage auditor at the Company’s subsidiary Interthinx, Inc. in California, filed the class action on behalf of all persons who have been employed by Interthinx as auditors, mortgage compliance underwriters and mortgage auditors nationwide at anytime (i) within 3 years prior to the filing of this action until trial for the Fair Labor Standards Act (FLSA) class and (ii) within 4 years prior to the filing of the initial complaint until trial for the California collective action. The class complaint claims that the defendants failed to pay overtime compensation, to provide rest and meal periods, waiting time penalties and to provide accurate wage statements to the plaintiffs as required by federal and California law. It pleads seven causes of action against defendants: (1) Failure to pay overtime compensation in violation of the FLSA for unpaid overtime (nationwide class); (2) Failure to pay overtime compensation in violation of Cal. Lab. Code sections 510, 1194 and 1198 and IWC Wage Order No. 4; (3) Failure to pay waiting time penalties in violation of Cal. Lab. Code sections 201-203; (4) Failure to provide itemized wage statements in violation of Cal. Lab. Code section 226 and IWC Order No. 4; (5) Failure to provide and or authorize meal and rest periods in violation of Cal. Lab. Code section 226.7 and IWC Order No. 4; (6) Violation of California Business and Professions Code sections 17200 et seq; and (7) a Labor Code Private Attorney General Act (PAGA) Public enforcement claim, Cal. Lab. Code section 2699 (California class). The complaint seeks compensatory damages, penalties that are associated with the various statutes, equitable and injunctive relief, interest, costs and attorneys’ fees.
On October 14, 2013 the Company received notice of a claim titled Dejan Nagl v. Interthinx Services, Inc. filed in the California Labor and Workforce Development Agency. The claimant, Dejan Nagl, a former mortgage auditor at the Company’s subsidiary Interthinx, Inc. in California, filed the claim on behalf of himself and all current and former individuals employed in

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California as auditors by Interthinx, Inc. for violations of the California Labor Code and Wage Order. The claimant alleges on behalf of himself and other auditors the following causes of action: (1) Failure to provide rest breaks and meal periods in violation of Lab. Code sections 226.7, 514 and 1198; (2) Failure to pay overtime wages in violation of Lab. Code sections 510 and 1194; (3) Failure to provide accurate wage statements in violation of Lab. Code section 226; (4) Failure to timely pay wages in violation of Lab. Code section 204 and (5) Failures to timely pay wages for violations of Lab. Code sections 201- 203. The claim seeks compensatory damages and penalties that are associated with the various statutes, costs and attorneys’ fees.
At this time, it is not possible to determine the ultimate resolution of, or estimate the liability related to these matters.
Mariah Re Litigation
On July 8, 2013 the Company was served with a summons and complaint filed in the United States District Court for the Southern District of New York in an action titled Mariah Re LTD. v. American Family Mutual Insurance Company, ISO Services, Inc. and AIR Worldwide Corporation, which was amended by the plaintiff on October 18, 2013 (the “Amended Complaint”). Plaintiff Mariah is a special purpose vehicle established to provide reinsurance to defendant American Family Insurance. Mariah entered into contracts with the Company’s ISO Services, Inc. and AIR Worldwide Corporation subsidiaries, pursuant to which, among other things, Mariah (i) licensed the right to utilize information published in Catastrophe Bulletins issued by the Property Claims Services division of ISO Services, Inc. and (ii) engaged AIR Worldwide Corporation as Calculation Agent to compute certain reinsured losses. The Amended Complaint alleges the following causes of action: (1) breach of contract against ISO Services, Inc. and AIR Worldwide Corporation; (2) unjust enrichment against American Family; (3) conversion against American Family; (4) tortious interference with contract against American Family; (5) declaratory judgment against all defendants and (6) specific performance against all defendants. The Amended Complaint seeks declaratory relief, specific performance, restitution, monetary damages and attorneys’ fees.
At this time, it is not possible to determine the ultimate resolution of, or estimate the liability related to this matter.
MediConnect Global, Inc. Litigation
On October 11, 2013 the Company was served with a summons and complaint in an action titled Naveen Trehan v. MediConnect Global, Inc., Amy Anderson and Verisk Health, Inc. filed on October 9, 2013 in the United States District Court for the District of Utah. The complaint, brought by a former minority shareholder of the Company’s subsidiary, MediConnect Global, Inc., alleges four causes of action: (1) breach of fiduciary duty against MediConnect and Amy Anderson for failure to disclose the Company's interest in acquiring, merging with or investing in MediConnect prior to the buyout of his shares; (2) fraud against  Amy Anderson and MediConnect for intentionally providing false information to plaintiff with the purpose of inducing him to agree to sell his shares at an artificially low price; (3) negligent misrepresentation against Amy Anderson and MediConnect for their negligent failure to discover and disclose the Company's interest in acquiring MediConnect prior to the buyout of plaintiff’s shares and (4) a violation of SEC Rule 10b-5 against Amy Anderson and MediConnect for defrauding plaintiff and failing to disclose material information in connection with the sale of securities.  The complaint seeks joint and several recovery from Amy Anderson and MediConnect for compensatory damages, punitive damages, and disgorgement of all profits earned through the investment of plaintiff’s funds, attorneys’ fees, interest and an order from the court that plaintiff’s funds be held in a constructive trust.
At this time, it is not possible to determine the ultimate resolution of, or estimate the liability related to this matter.
15. Condensed Consolidated Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries
Verisk Analytics, Inc. (the “Parent Company”) registered senior notes with full and unconditional and joint and several guarantees by certain of its 100 percent wholly-owned subsidiaries and issued certain other debt securities with full and unconditional and joint and several guarantees by certain of its subsidiaries. Accordingly, presented below is the condensed consolidating financial information for (i) the Parent Company, (ii) the guarantor subsidiaries of the Parent Company on a combined basis and (iii) all other non-guarantor subsidiaries of the Parent Company on a combined basis, as of September 30, 2013 and December 31, 2012 and for the three and nine months ended September 30, 2013 and 2012. The condensed consolidating financial information has been presented using the equity method of accounting, to show the nature of assets held, results of operations and cash flows of the Parent Company, the guarantor subsidiaries and the non-guarantor subsidiaries assuming all guarantor subsidiaries provide both full and unconditional, and joint and several guarantees to the Parent Company at the beginning of the periods presented.


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CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
As of September 30, 2013  
 
Verisk
Analytics, Inc.
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminating
Entries
 
Consolidated
 
 
(In thousands)
ASSETS
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
30,213

 
$
68,415

 
$
81,575

 
$

 
$
180,203

Available-for-sale securities
 

 
 
4,514

 
 

 
 

 
 
4,514

Accounts receivable, net
 

 
 
105,565

 
 
62,202

 
 

 
 
167,767

Prepaid expenses
 

 
 
22,806

 
 
3,180

 
 

 
 
25,986

Deferred income taxes, net
 

 
 
374

 
 
11,586

 
 

 
 
11,960

Income taxes receivable
 
15,042

 
 
51,741

 
 

 
 
(24,592
)
 
 
42,191

Intercompany receivables
 
566,534

 
 
411,552

 
 
214,093

 
 
(1,192,179
)
 
 

Other current assets
 
174

 
 
25,883

 
 
2,652

 
 

 
 
28,709

Total current assets
 
611,963

 
 
690,850

 
 
375,288

 
 
(1,216,771
)
 
 
461,330

Noncurrent assets:
 
 
 
 
 
 
 
 
 
 
 
 
 

Fixed assets, net
 

 
 
179,863

 
 
39,253

 
 

 
 
219,116

Intangible assets, net
 

 
 
53,851

 
 
417,288

 
 

 
 
471,139

Goodwill
 

 
 
516,410

 
 
734,478

 
 

 
 
1,250,888

Investment in subsidiaries
 
1,236,180

 
 
921,455

 
 

 
 
(2,157,635
)
 
 

Other assets
 
13,067

 
 
13,180

 
 
1,152

 
 

 
 
27,399

Total assets
$
1,861,210

 
$
2,375,609

 
$
1,567,459

 
$
(3,374,406
)
 
$
2,429,872

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued
liabilities
$
21,712

 
$
92,774

 
$
56,799

 
$

 
$
171,285

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

 
 
39,293

 
 
166

 
 

 
 
39,459

Pension and postretirement
benefits, current
 

 
 
1,734

 
 

 
 

 
 
1,734

Fees received in advance
 

 
 
205,197

 
 
38,963

 
 

 
 
244,160

Intercompany payables
 
311,547

 
 
731,588

 
 
149,044

 
 
(1,192,179
)
 
 

Income taxes payable
 

 
 

 
 
24,592

 
 
(24,592
)
 
 

Total current liabilities
 
333,259

 
 
1,070,586

 
 
269,564

 
 
(1,216,771
)
 
 
456,638

Noncurrent liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 

Long-term debt
 
1,044,949

 
 
225,845

 
 
376

 
 

 
 
1,271,170

Pension and postretirement benefits
 

 
 
30,456

 
 

 
 

 
 
30,456

Deferred income taxes, net
 

 
 
4,574

 
 
138,858

 
 

 
 
143,432

Other liabilities
 

 
 
33,763

 
 
11,411

 
 

 
 
45,174

Total liabilities
 
1,378,208

 
 
1,365,224

 
 
420,209

 
 
(1,216,771
)
 
 
1,946,870

Total stockholders’ equity
 
483,002

 
 
1,010,385

 
 
1,147,250

 
 
(2,157,635
)
 
 
483,002

Total liabilities and
stockholders’ equity
$
1,861,210

 
$
2,375,609

 
$
1,567,459

 
$
(3,374,406
)
 
$
2,429,872



25

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2012  
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
ASSETS
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
128

 
$
35,571

 
$
54,120

 
$

 
$
89,819

Available-for-sale securities
 

 
 
4,883

 
 

 
 

 
 
4,883

Accounts receivable, net
 

 
 
124,212

 
 
54,218

 
 

 
 
178,430

Prepaid expenses
 

 
 
19,340

 
 
2,606

 
 

 
 
21,946

Deferred income taxes, net
 

 
 
375

 
 
10,022

 
 

 
 
10,397

Income taxes receivable
 
15,834

 
 
37,180

 
 

 
 
(7,039
)
 
 
45,975

Intercompany receivables
 
424,927

 
 
206,165

 
 
211,792

 
 
(842,884
)
 
 

Other current assets
 
12,008

 
 
19,124

 
 
7,977

 
 

 
 
39,109

Total current assets
 
452,897

 
 
446,850

 
 
340,735

 
 
(849,923
)
 
 
390,559

Noncurrent assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed assets, net
 

 
 
126,481

 
 
27,603

 
 

 
 
154,084

Intangible assets, net
 

 
 
66,045

 
 
454,890

 
 

 
 
520,935

Goodwill
 

 
 
515,705

 
 
731,754

 
 

 
 
1,247,459

Deferred income taxes, net
 

 
 
2,584

 
 

 
 
(2,584
)
 
 

Investment in subsidiaries
 
946,612

 
 
904,198

 
 

 
 
(1,850,810
)
 
 

Other assets
 
13,896

 
 
31,801

 
 
1,602

 
 

 
 
47,299

Total assets
$
1,413,405

 
$
2,093,664

 
$
1,556,584

 
$
(2,703,317
)
 
$
2,360,336

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued
liabilities
$
14,638

 
$
113,512

 
$
59,498

 
$

 
$
187,648

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


 

194,980

 

283

 


 

195,263

Pension and postretirement
benefits, current


 

1,734

 


 


 

1,734

Fees received in advance


 

167,962

 

32,743

 


 

200,705

Intercompany payables

98,768

 

575,907

 

168,209

 

(842,884
)
 


Income taxes payable


 


 

7,039

 

(7,039
)
 


Total current liabilities

113,406

 

1,054,095

 

267,772

 

(849,923
)
 

585,350

Noncurrent liabilities:

 
 

 
 

 
 

 
 

 
Long-term debt

1,044,408

 

221,706

 

48

 


 

1,266,162

Pension and postretirement benefits


 

41,282

 


 


 

41,282

Deferred income taxes, net


 


 

136,345

 

(2,584
)
 

133,761

Other liabilities


 

46,892

 

31,298

 


 

78,190

Total liabilities

1,157,814

 

1,363,975

 

435,463

 

(852,507
)
 

2,104,745

Total stockholders’ equity

255,591

 

729,689

 

1,121,121

 

(1,850,810
)
 

255,591

Total liabilities and
stockholders’ equity
$
1,413,405

 
$
2,093,664

 
$
1,556,584

 
$
(2,703,317
)
 
$
2,360,336



26

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For The Three Months Ended September 30, 2013  
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Revenues
$

 
$
347,350

 
$
96,599

 
$
(5,352
)
 
$
438,597

Expenses:

 
 


 


 


 


Cost of revenues (exclusive of items
shown separately below)


 

134,041

 

44,719

 

(2,180
)
 

176,580

Selling, general and administrative


 

49,113

 

13,389

 

(3,172
)
 

59,330

Depreciation and amortization of
fixed assets


 

14,050

 

3,654

 


 

17,704

Amortization of intangible assets


 

2,856

 

12,537

 


 

15,393

Total expenses


 

200,060

 

74,299

 

(5,352
)
 

269,007

Operating income


 

147,290

 

22,300

 


 

169,590

Other income (expense):


 


 


 


 


Interest expense

(13,638
)
 

(5,063
)
 

9

 


 

(18,692
)
Investment income

23

 

132

 

72

 


 

227

Realized gain on available-for-sale
securities, net


 

1

 


 


 

1

Total other (expense) income, net

(13,615
)
 

(4,930
)
 

81

 


 

(18,464
)
(Loss) income before equity in net income
of subsidiaries and income taxes

(13,615
)
 

142,360

 

22,381

 


 

151,126

Equity in net income of subsidiaries

105,060

 

9,044

 


 

(114,104
)
 


Provision for income taxes

4,996

 

(50,308
)
 

(9,373
)
 


 

(54,685
)
Net income
$
96,441

 
$
101,096

 
$
13,008

 
$
(114,104
)
 
$
96,441



27

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For The Nine Months Ended September 30, 2013
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Revenues
$

 
$
1,015,181

 
$
262,765


$
(14,706
)
 
$
1,263,240

Expenses:

 
 


 





 

 
Cost of revenues (exclusive of items
shown separately below)


 

394,800

 

127,431



(6,539
)
 

515,692

Selling, general and administrative


 

145,282

 

42,395



(8,167
)
 

179,510

Depreciation and amortization of
fixed assets


 

39,618

 

10,111




 

49,729

Amortization of intangible assets


 

12,195

 

37,601




 

49,796

Total expenses


 

591,895

 

217,538

 

(14,706
)
 

794,727

Operating income


 

423,286

 

45,227

 


 

468,513

Other income (expense):

 
 

 
 

 
 

 
 

 
Interest expense

(40,914
)
 

(17,542
)
 

(30
)



 

(58,486
)
Investment income

28

 

176

 

111




 

315

Realized loss on available-for-sale
securities, net


 

(99
)
 





 

(99
)
Total other (expense) income, net

(40,886
)
 

(17,465
)
 

81

 


 

(58,270
)
(Loss) income before equity in net income
of subsidiaries and income taxes

(40,886
)
 

405,821

 

45,308




 

410,243

Equity in net income of subsidiaries

287,000

 

16,909

 




(303,909
)
 


Provision for income taxes

15,043

 

(144,607
)
 

(19,522
)



 

(149,086
)
Net income
$
261,157

 
$
278,123

 
$
25,786

 
$
(303,909
)
 
$
261,157



28

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For The Three Months Ended September 30, 2012  
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Revenues
$

 
$
322,796

 
$
81,124

 
$
(5,057
)
 
$
398,863

Expenses:

 
 

 
 

 
 

 
 

 
Cost of revenues (exclusive of items
shown separately below)


 

124,451

 

34,771

 

(2,473
)
 

156,749

Selling, general and administrative


 

47,208

 

14,083

 

(2,584
)
 

58,707

Depreciation and amortization of
fixed assets


 

10,156

 

2,558

 


 

12,714

Amortization of intangible assets


 

4,868

 

10,574

 


 

15,442

Total expenses


 

186,683

 

61,986

 

(5,057
)
 

243,612

Operating income


 

136,113

 

19,138

 


 

155,251

Other income (expense):

 
 

 
 

 
 

 
 

 
Interest expense

(10,669
)
 

(7,452
)
 

(12
)
 


 

(18,133
)
Investment income

4

 

48

 

84

 


 

136

Realized loss on available-for-sale
securities, net


 

(638
)
 


 


 

(638
)
Total other (expense) income, net

(10,665
)
 

(8,042
)
 

72

 


 

(18,635
)
(Loss) income before equity in net income
of subsidiary and income taxes

(10,665
)
 

128,071

 

19,210

 


 

136,616

Equity in net income of subsidiary

89,654

 

12,729

 


 

(102,383
)
 


Provision for income taxes

3,922

 

(54,752
)
 

(2,875
)
 


 

(53,705
)
Net income
$
82,911

 
$
86,048

 
$
16,335

 
$
(102,383
)
 
$
82,911



29

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For The Nine Months Ended September 30, 2012
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Revenues
$

 
$
949,149

 
$
185,507

 
$
(16,066
)
 
$
1,118,590

Expenses:

 
 

 
 

 
 

 
 

 
Cost of revenues (exclusive of items
shown separately below)


 

362,603

 

82,971

 

(8,421
)
 

437,153

Selling, general and administrative


 

141,747

 

41,057

 

(7,645
)
 

175,159

Depreciation and amortization of
fixed assets


 

30,524

 

6,924

 


 

37,448

Amortization of intangible assets


 

14,688

 

21,528

 


 

36,216

Total expenses


 

549,562

 

152,480

 

(16,066
)
 

685,976

Operating income


 

399,587

 

33,027

 


 

432,614

Other income (expense):

 
 

 
 

 
 

 
 

 
Interest expense

(30,413
)
 

(21,447
)
 

(35
)
 


 

(51,895
)
Investment income

40

 

148

 

209

 


 

397

Realized gain on available-for-sale
securities, net


 

(338
)
 


 


 

(338
)
Total other (expense) income, net

(30,373
)
 

(21,637
)
 

174

 


 

(51,836
)
(Loss) income before equity in net income
of subsidiary and income taxes

(30,373
)
 

377,950

 

33,201

 


 

380,778

Equity in net income of subsidiary

250,061

 

15,982

 


 

(266,043
)
 


Provision for income taxes

11,155

 

(151,547
)
 

(9,543
)
 


 

(149,935
)
Net income
$
230,843

 
$
242,385

 
$
23,658

 
$
(266,043
)
 
$
230,843



30

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
For The Three Months Ended September 30, 2013
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Net income
$
96,441

 
$
101,096

 
$
13,008

 
$
(114,104
)
 
$
96,441

Other comprehensive income, net of tax:


 


 


 


 


Unrealized foreign currency gain

275

 

227

 

390

 

(617
)
 

275

Unrealized holding gain on
available-for-sale securities

139

 

139

 


 

(139
)
 

139

Pension and postretirement
unfunded liability adjustment

1,332

 

1,332

 


 

(1,332
)
 

1,332

Total other comprehensive
income

1,746

 

1,698

 

390

 

(2,088
)
 

1,746

Comprehensive income
$
98,187

 
$
102,794

 
$
13,398

 
$
(116,192
)
 
$
98,187

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
For The Nine Months Ended September 30, 2013
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Net income
$
261,157

 
$
278,123

 
$
25,786

 
$
(303,909
)
 
$
261,157

Other comprehensive income, net of tax:


 


 


 


 


Unrealized foreign currency loss

(406
)
 

(401
)
 

(212
)
 

613

 

(406
)
Unrealized holding loss on
available-for-sale securities

(175
)
 

(175
)
 


 

175

 

(175
)
Pension and postretirement
unfunded liability adjustment

3,149

 

3,149

 


 

(3,149
)
 

3,149

Total other comprehensive
income (loss)

2,568

 

2,573

 

(212
)
 

(2,361
)
 

2,568

Comprehensive income
$
263,725

 
$
280,696

 
$
25,574

 
$
(306,270
)
 
$
263,725


CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
For The Three Months Ended September 30, 2012
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Net income
$
82,911

 
$
86,048

 
$
16,335

 
$
(102,383
)
 
$
82,911

Other comprehensive income, net of tax:

 
 

 
 

 
 

 
 

 
Unrealized foreign currency gain

4

 

170

 

3

 

(173
)
 

4

Unrealized holding gain on
available-for-sale securities

96

 

96

 


 

(96
)
 

96

Pension and postretirement
unfunded liability adjustment

401

 

401

 


 

(401
)
 

401

Total other comprehensive
income

501

 

667

 

3

 

(670
)
 

501

Comprehensive income
$
83,412

 
$
86,715

 
$
16,338

 
$
(103,053
)
 
$
83,412


31

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
For The Nine Months Ended September 30, 2012
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Net income
$
230,843

 
$
242,385

 
$
23,658

 
$
(266,043
)
 
$
230,843

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized foreign currency (loss)
gain
 
(130
)
 
 
74

 
 
(110
)
 
 
36

 
 
(130
)
Unrealized holding loss on
available-for-sale securities
 
(217
)
 
 
(217
)
 
 

 
 
217

 
 
(217
)
Pension and postretirement
unfunded liability adjustment
 
1,781

 
 
1,781

 
 

 
 
(1,781
)
 
 
1,781

Total other comprehensive
income (loss)
 
1,434

 
 
1,638

 
 
(110
)
 
 
(1,528
)
 
 
1,434

Comprehensive income
$
232,277

 
$
244,023

 
$
23,548

 
$
(267,571
)
 
$
232,277



32

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For The Nine Months Ended September 30, 2013
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Net cash provided by operating activities
$
28

 
$
225,147

 
$
161,277

 
$

 
$
386,452

Cash flows from investing activities:

 
 

 
 

 
 

 
 


Acquisitions


 

(983
)
 


 


 

(983
)
Investment in subsidiaries


 

(250
)
 


 

250

 


Proceeds from release of acquisition
related escrows

66

 

214

 


 


 

280

Repayments received from other
subsidiaries


 

139,098

 

8,889

 

(147,987
)
 


Advances provided to other
subsidiaries


 

(47,639
)
 


 

47,639

 


Purchases of fixed assets


 

(86,832
)
 

(21,083
)
 


 

(107,915
)
Purchases of available-for-sale
securities


 

(5,003
)
 


 


 

(5,003
)
Proceeds from sales and maturities
of available-for-sale securities


 

5,825

 


 


 

5,825

Other investing, net


 

439

 


 


 

439

Net cash provided by (used in)
investing activities

66

 

4,869

 

(12,194
)
 

(100,098
)
 

(107,357
)
Cash flows from financing activities:

 
 

 
 

 
 

 
 


Repayment of current portion of
long-term debt


 

(145,000
)
 


 


 

(145,000
)
Repayments of short-term debt, net


 

(10,000
)
 


 


 

(10,000
)
Excess tax benefits from exercised
stock options


 

81,689

 


 


 

81,689

Repurchase of common stock


 

(160,970
)
 


 


 

(160,970
)
Proceeds from issuance of common
stock


 


 

250

 

(250
)
 


Proceeds from stock options
exercised


 

51,326

 


 


 

51,326

Repayment of advances to other
subsidiaries

(10,009
)
 

(8,889
)
 

(129,089
)
 

147,987

 


Advances received from other
subsidiaries

40,000

 


 

7,639

 

(47,639
)
 


Other financing activities, net


 

(5,134
)
 

(216
)
 


 

(5,350
)
Net cash provided by (used in)
financing activities

29,991

 

(196,978
)
 

(121,416
)
 

100,098

 

(188,305
)
Effect of exchange rate changes


 

(194
)
 

(212
)
 


 

(406
)
Increase in cash and cash
equivalents

30,085

 

32,844

 

27,455

 


 

90,384

Cash and cash equivalents,
beginning of period

128

 

35,571

 

54,120

 


 

89,819

Cash and cash equivalents, end
of period
$
30,213

 
$
68,415

 
$
81,575

 
$

 
$
180,203

Supplemental disclosures:

 
 

 
 

 
 

 
 


Increase in intercompany balances
from the purchase of treasury stock
by Verisk funded directly by ISO
$
160,970

 
$
160,970

 
$

 
$

 
$

Increase in intercompany balances
from proceeds received by ISO
related to issuance of Verisk
common stock from options
exercised
$
51,326

 
$
51,326

 
$

 
$

 
$



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Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For The Nine Months Ended September 30, 2012  
 
Verisk
Analytics, Inc.

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Eliminating
Entries

Consolidated
 
 
(In thousands)
Net cash (used in) provided by operating
activities
$
(20,367
)
 
$
236,212

 
$
105,152

 
$

 
$
320,997

Cash flows from investing activities:

 
 

 
 

 
 

 
 

 
Acquisitions, net of cash acquired of
$36,113


 

(736,174
)
 

(6,917
)
 


 

(743,091
)
Purchase of non-controlling interest
in non-public companies


 

(2,000
)
 


 


 

(2,000
)
Earnout payments


 


 

(250
)
 


 

(250
)
Escrow funding associated with
acquisitions


 

(37,000
)
 

(800
)
 


 

(37,800
)
Repayments received from other
subsidiaries

19,400

 

537,342

 


 

(556,742
)
 


Advances provided to other
subsidiaries


 

(49,400
)
 


 

49,400

 


Purchases of fixed assets


 

(44,776
)
 

(10,948
)
 


 

(55,724
)
Purchases of available-for-sale
securities


 

(1,317
)
 


 


 

(1,317
)
Proceeds from sales and maturities
of available-for-sale securities


 

1,478

 


 


 

1,478

Net cash provided by (used in)
investing activities

19,400

 

(331,847
)
 

(18,915
)
 

(507,342
)
 

(838,704
)
Cash flows from financing activities:

 
 

 
 

 
 

 
 

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

347,224

 


 


 


 

347,224

Repayments of short-term debt
refinanced on a long-term basis

 
 

(347,224
)
 

 
 

 
 

(347,224
)
Proceeds of short-term debt, net

 
 

462,224

 

 
 

 
 

462,224

Payment of debt issuance cost

(2,275
)
 

(1,348
)
 

 
 

 
 

(3,623
)
Excess tax benefits from exercised
stock options


 

55,056

 


 


 

55,056

Repurchase of common stock


 

(128,073
)
 


 


 

(128,073
)
Proceeds from stock options
exercised


 

43,571

 


 


 

43,571

Repayments of advances to other
subsidiaries

(419,842
)
 

(19,400
)
 

(117,500
)
 

556,742

 


Advances received from other
subsidiaries


 


 

49,400

 

(49,400
)
 


Other financing activities, net


 

(4,505
)
 

(646
)
 


 

(5,151
)
Net cash (used in) provided by
financing activities

(74,893
)
 

60,301

 

(68,746
)
 

507,342

 

424,004

Effect of exchange rate changes


 

(20
)
 

(110
)
 


 

(130
)
(Decrease) increase in cash and
cash equivalents

(75,860
)
 

(35,354
)
 

17,381

 


 

(93,833
)
Cash and cash equivalents,
beginning of period

76,238

 

76,813

 

38,552

 


 

191,603

Cash and cash equivalents, end
of period
$
378

 
$
41,459

 
$
55,933

 
$

 
$
97,770

Supplemental disclosures:

 
 

 
 

 
 

 
 

 
Increase in intercompany balances
from the purchase of MediConnect
and Argus by ISO
$
17,000

 
$
773,174

 
$
756,174

 
$

 
$

Increase in intercompany balances
from the purchase of treasury stock
by Verisk funded directly by ISO
$
128,073

 
$
128,073

 
$

 
$

 
$

Increase in intercompany balances
from proceeds received by ISO
related to issuance of Verisk
common stock from options
exercised
$
43,571

 
$
43,571

 
$

 
$

 
$


34

Table of Contents

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our historical financial statements and the related notes included in our annual report on Form 10-K, or 2012 10-K, dated and filed with the Securities and Exchange Commission on February 26, 2013. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in or implied by any of the forward-looking statements as a result of various factors, including but not limited to those listed under “Risk Factors” and “Special Note Regarding Forward Looking Statements” in our 2012 10-K.
We enable risk-bearing businesses to better understand and manage their risks. We provide value to our customers by supplying proprietary data that, combined with our analytic methods, creates embedded decision support solutions. We are the largest aggregator and provider of data pertaining to U.S. property and casualty, or P&C, insurance risks. We offer solutions for detecting fraud in the U.S. P&C insurance, financial services and healthcare industries and sophisticated methods to predict and quantify loss in diverse contexts ranging from natural catastrophes to supply chain to health insurance.
Our customers use our solutions to make better risk decisions with greater efficiency and discipline. We refer to these products and services as “solutions” due to the integration among our products and the flexibility that enables our customers to purchase components or the comprehensive package of products. These solutions take various forms, including data, statistical models or tailored analytics, all designed to allow our clients to make more logical decisions. We believe our solutions for analyzing risk positively impact our customers' revenues and help them better manage their costs.
We organize our business in two segments: Risk Assessment and Decision Analytics. Our Risk Assessment segment provides statistical, actuarial and underwriting data for the U.S. P&C insurance industry. Our Risk Assessment segment revenues represented approximately 37% and 39% of our revenues for the nine months ended September 30, 2013 and 2012, respectively. Our Decision Analytics segment provides solutions to our customers within four vertical market-related groupings of insurance, financial services, healthcare, and specialized markets. Our Decision Analytics segment revenues represented approximately 63% and 61% of our revenues for the nine months ended September 30, 2013 and 2012, respectively.
Executive Summary
Key Performance Metrics    
We believe our business's ability to generate recurring revenue and positive cash flow is the key indicator of the successful execution of our business strategy. We use year-over-year revenue growth and EBITDA margin as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures within the meaning of Regulation G under the Securities Exchange Act of 1934 (See footnote 1 within the Condensed Consolidated Results of Operations section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations).
Revenue growth. We use year-over-year revenue growth as a key performance metric. We assess revenue growth based on our ability to generate increased revenue through increased sales to existing customers, sales to new customers, sales of new or expanded solutions to existing and new customers, and strategic acquisitions of new businesses.
EBITDA margin. We use EBITDA margin as a metric to assess segment performance and scalability of our business. We assess EBITDA margin based on our ability to increase revenues while controlling expense growth.
Revenues
We earn revenues through subscriptions, long-term agreements and on a transactional basis. Subscriptions for our solutions are generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year and automatically renewed each year. As a result, the timing of our cash flows generally precedes our recognition of revenues and income and our cash flow from operations tends to be higher in the first quarter as we receive subscription payments. Examples of these arrangements include subscriptions that allow our customers to access our standardized coverage language, our claims fraud database or our actuarial services throughout the subscription period. For our subscriptions arrangements, we experience minimal revenue seasonality within the business. Our long-term agreements are generally for periods of three to five years. We recognize revenue from subscriptions ratably over the term of the subscription and most long-term agreements are recognized ratably over the term of the agreement.
Certain of our solutions are also paid for by our customers on a transactional basis. For example, we have solutions that allow our customers to access fraud detection tools in the context of an individual mortgage application or loan, obtain property-specific rating and underwriting information to price a policy on a commercial building, or compare a P&C insurance, medical or workers' compensation claim with information in our databases. For both the nine months ended September 30, 2013 and 2012 ,

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approximately 32% of our revenues, were derived from providing transactional solutions. We earn transactional revenues as our solutions are delivered or services performed. In general, transactions are billed monthly at the end of each month.
Approximately 88% and 87% of the revenues in our Risk Assessment segment for the nine months ended September 30, 2013 and 2012, respectively, were derived from subscriptions and long-term agreements for our solutions. Our customers in this segment include most of the P&C insurance providers in the United States. Approximately 57% and 55% of the revenues in our Decision Analytics segment, for the nine months ended September 30, 2013 and 2012, respectively, were derived from subscriptions and long-term agreements for our solutions. In this segment, our customer bases are within the insurance, healthcare, financial services, and specialized markets verticals.
Principal Operating Costs and Expenses
Personnel expenses are the major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs, which represented 61% and 63% of our total expenses for the nine months ended September 30, 2013 and 2012, respectively.
We allocate personnel expenses between two categories, cost of revenues and selling, general and administrative expense, based on the actual costs associated with each employee. We categorize employees who maintain our solutions as cost of revenues, and all other personnel, including executive managers, sales people, marketing, business development, finance, legal, human resources, and administrative services, as selling, general and administrative expenses. A significant portion of our other operating costs, such as facilities and communications, is also either captured within cost of revenues or selling, general and administrative expenses based on the nature of the work being performed.
While we expect to grow our headcount over time to take advantage of our market opportunities, we believe that the economies of scale in our operating model will allow us to grow our personnel expenses at a lower rate than revenues. Historically, our EBITDA margin has improved because we have been able to increase revenues without a proportionate corresponding increase in expenses. However, part of our corporate strategy is to invest in new solutions which may partially offset margin expansion.
Cost of Revenues. Our cost of revenues consists primarily of personnel expenses. Cost of revenues also includes the expenses associated with the acquisition and verification of data, the maintenance of our existing solutions and the development and enhancement of our next-generation solutions. Our cost of revenues excludes depreciation and amortization.
Selling, General and Administrative Expense. Our selling, general and administrative expenses also consist primarily of personnel costs. A portion of the other operating costs such as facilities, insurance and communications is also allocated to selling, general and administrative expenses based on the nature of the work being performed by the employee. Our selling, general and administrative expenses exclude depreciation and amortization.
Description of Acquisitions
As a result of the acquisitions described below, our consolidated results of operations may not be comparable between periods. See Note 5 in our condensed consolidated financial statements included in this quarterly report on Form 10-Q for more information.
On December 20, 2012, we acquired the net assets of Insurance Risk Management Solutions, or IRMS. IRMS provided integrated property risk assessment technology underlying one of our GIS (geographic information system) underwriting solutions. At the end of 2012, the long-term contract (since 1992) with IRMS was expiring and precipitated a change in our business relationship. Instead of continuing forward with a new services agreement, we acquired the technology and service assets of IRMS as this will enable us to better manage, enhance and continue to use the solutions as part of our Risk Assessment segment.
On August 31, 2012, we acquired Argus Information & Advisory Services, LLC, or Argus, a provider of information, competitive benchmarking, scoring solutions, analytics, and customized services to financial institutions and regulators in North America, Latin America, and Europe. Argus leverages its comprehensive payment data sets and provides proprietary solutions to a client base that includes credit and debit card issuers, retail banks and other consumer financial services providers, payment processors, insurance companies and other industry stakeholders. Within our Decision Analytics segment, this acquisition enhances our position as a provider of data, analytics, and decision-support solutions to financial institutions globally.

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Table of Contents

On July 2, 2012, we acquired the net assets of Aspect Loss Prevention, LLC, or ALP, a provider of loss prevention and analytic solutions to the retail, entertainment, and food industries. Within our Decision Analytics segment, this acquisition further advances our position as a provider of data, crime analytics, and decision-support solutions.
On March 30, 2012, we acquired 100% of the stock of MediConnect Global, Inc., or MediConnect, a service provider of medical record retrieval, digitization, coding, extraction, and analysis. Within our Decision Analytics segment, MediConnect further supports our objective to be the leading provider of data, analytics, and decision-support solutions to the healthcare and property casualty industries.

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Table of Contents

Condensed Consolidated Results of Operations
 
Three Months Ended September 30,
 
Percentage
Change
 
Nine Months Ended September 30,
 
Percentage
Change
 
2013
 
2012
 
2013
 
2012
 
 
(In thousands, except for share and per share data)
Statement of income data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Decision Analytics revenues
$
283,542

 
$
254,996

 
11.2
 %
 
$
801,313

 
$
685,565

 
16.9
 %
Risk Assessment revenues
 
155,055

 
 
143,867

 
7.8
 %
 
 
461,927

 
 
433,025

 
6.7
 %
Revenues
 
438,597

 
 
398,863

 
10.0
 %
 
 
1,263,240

 
 
1,118,590

 
12.9
 %
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues (exclusive of items shown
separately below)
 
176,580

 
 
156,749

 
12.7
 %
 
 
515,692

 
 
437,153

 
18.0
 %
Selling, general and administrative
 
59,330

 
 
58,707

 
1.1
 %
 
 
179,510

 
 
175,159

 
2.5
 %
Depreciation and amortization of fixed assets
 
17,704

 
 
12,714

 
39.2
 %
 
 
49,729

 
 
37,448

 
32.8
 %
Amortization of intangible assets
 
15,393

 
 
15,442

 
(0.3
)%
 
 
49,796

 
 
36,216

 
37.5
 %
Total expenses
 
269,007

 
 
243,612

 
10.4
 %
 
 
794,727

 
 
685,976

 
15.9
 %
Operating income
 
169,590

 
 
155,251

 
9.2
 %
 
 
468,513

 
 
432,614

 
8.3
 %
Other income/(expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
(18,692
)
 
 
(18,133
)
 
3.1
 %
 
 
(58,486
)
 
 
(51,895
)
 
12.7
 %
Investment income
 
227

 
 
136

 
66.9
 %
 
 
315

 
 
397

 
(20.7
)%
Realized gain (loss) on available-for-sale
securities, net
 
1

 
 
(638
)
 
(100.2
)%
 
 
(99
)
 
 
(338
)
 
(70.7
)%
Total other expense, net
 
(18,464
)
 
 
(18,635
)
 
(0.9
)%
 
 
(58,270
)
 
 
(51,836
)
 
12.4
 %
Income before income taxes
 
151,126

 
 
136,616

 
10.6
 %
 
 
410,243

 
 
380,778

 
7.7
 %
Provision for income taxes
 
(54,685
)
 
 
(53,705
)
 
1.8
 %
 
 
(149,086
)
 
 
(149,935
)
 
(0.6
)%
Net income
$
96,441

 
$
82,911

 
16.3
 %
 
$
261,157

 
$
230,843


13.1
 %
Basic net income per share
$
0.57

 
$
0.50

 
14.0
 %
 
$
1.55

 
$
1.39

 
11.5
 %
Diluted net income per share
$
0.56

 
$
0.48

 
16.7
 %
 
$
1.51

 
$
1.34

 
12.7
 %
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
168,044,100

 
 
165,978,080

 
1.2
 %
 
 
168,089,919

 
 
165,587,027

 
1.5
 %
Diluted
 
172,154,553

 
 
171,660,543

 
0.3
 %
 
 
172,460,960

 
 
171,637,571

 
0.5
 %
The financial operating data below sets forth the information we believe is useful for investors in evaluating our overall financial performance:
Other data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Decision Analytics EBITDA
$
117,498

 
$
104,316

 
12.6
 %
 
$
310,429

 
$
271,279

 
14.4
 %
Risk Assessment EBITDA
 
85,417

 
 
78,589

 
8.7
 %
 
 
257,825

 
 
235,058

 
9.7
 %
EBITDA
$
202,915

 
$
182,905

 
10.9
 %
 
$
568,254

 
$
506,337

 
12.2
 %
The following is a reconciliation of net income to EBITDA:
Net income
$
96,441

 
$
82,911

 
16.3
 %
 
$
261,157

 
$
230,843

 
13.1
 %
Depreciation and amortization
 
33,097

 
 
28,156

 
17.5
 %
 
 
99,525

 
 
73,664

 
35.1
 %
Interest expense
 
18,692

 
 
18,133

 
3.1
 %
 
 
58,486

 
 
51,895

 
12.7
 %
Provision for income taxes
 
54,685

 
 
53,705

 
1.8
 %
 
 
149,086

 
 
149,935

 
(0.6
)%
EBITDA
$
202,915

 
$
182,905

 
10.9
 %
 
$
568,254

 
$
506,337

 
12.2
 %
______________________
(1)
EBITDA is the financial measure which 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. 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 12 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 traditional GAAP operating performance measures as part of its overall assessment of company performance. Some of these limitations are:

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Table of Contents

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.
Consolidated Results of Operations
Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012
Revenues
Revenues were $1,263.2 million for the nine months ended September 30, 2013 compared to $1,118.6 million for the nine months ended September 30, 2012 , an increase of $144.6 million or 12.9%. In 2012, we acquired the following companies, MediConnect, ALP, and Argus, collectively referred to as recent acquisitions, which we define as acquisitions not owned for a significant portion of both the current period and/or prior period and would therefore impact the comparability of the financial results. MediConnect was noted as a recent acquisition only for the first quarter of 2013 and ALP was noted as a recent acquisition only for the first and second quarter of 2013. These recent acquisitions were within our Decision Analytics segment and provided an increase of $68.0 million in revenues for the nine months ended September 30, 2013.
Excluding recent acquisitions, revenues increased $76.6 million or 6.9%, which included an increase in our Decision Analytics segment of $47.7 million or 7.0% and an increase in our Risk Assessment segment of $28.9 million or 6.7%. Revenue growth within Decision Analytics was primarily driven by an increase in our healthcare revenue category and contributions from our insurance revenue category, offset by a decrease in our financial services revenue category, due to our mortgage services. Both categories, industry-standard insurance programs and property-specific rating and underwriting information, within Risk Assessment contributed to its revenue growth. Refer to the Results of Operations by Segment within this section for further information regarding our revenues.
Cost of Revenues
Cost of revenues was $515.7 million for the nine months ended September 30, 2013 compared to $437.2 million for the nine months ended September 30, 2012, an increase of $78.5 million or 18.0%. Recent acquisitions accounted for an increase of $36.8 million in costs, which were primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased $41.7 million or 9.6%. The increase was primarily due to increases in salaries and employee benefits cost of $27.4 million. Other increases include data costs of $4.9 million, information technology expenses of $4.5 million, travel and travel related costs of $1.9 million and other operating expenses of $3.0 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, or SGA, were $179.5 million for the nine months ended September 30, 2013 compared to $175.2 million for the nine months ended September 30, 2012, an increase of $4.3 million or 2.5%. Excluding costs associated with our recent acquisitions of $3.8 million, which were primarily related to salaries and employee benefits, SGA increased $0.5 million or 0.3%. The increase was due to an increase in professional fees of $1.0 million and other general expenses of $1.1 million. These increases were offset by a decrease in salaries and employee benefits of $1.6 million primarily related to a reduction in stock option expense. Our stock option expense decreased as a result of lower accelerated vesting of equity awards granted to employees at age 62.
Depreciation and Amortization of Fixed Assets
Depreciation and amortization of fixed assets was $49.7 million for the nine months ended September 30, 2013 compared to $37.4 million for the nine months ended September 30, 2012, an increase of $12.3 million or 32.8%. Depreciation and amortization of fixed assets includes depreciation of furniture and equipment, software, computer hardware, and related equipment. The majority of the increase relates to software and hardware costs to support data capacity expansion and revenue growth as well as due to recent acquisitions of $2.3 million.
Amortization of Intangible Assets
Amortization of intangible assets was $49.8 million for the nine months ended September 30, 2013 compared to

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Table of Contents

$36.2 million for the nine months ended September 30, 2012, an increase of $13.6 million or 37.5%. The increase was primarily related to amortization of intangible assets associated with recent acquisitions of $16.0 million, partially offset by $2.4 million of amortization of intangible assets primarily associated with prior acquisitions that have been fully amortized.
Investment Income and Realized Gain (Loss) on Available-for-Sale Securities, Net
Investment income and realized gain (loss) on available-for-sale securities, net, was a gain of $0.2 million for the nine months ended September 30, 2013 compared to a gain of $0.1 million for the nine months ended September 30, 2012, an increase of $0.1 million.
Interest Expense
Interest expense was $58.5 million for the nine months ended September 30, 2013 compared to $51.9 million for the nine months ended September 30, 2012, an increase of $6.6 million or 12.7%. This increase is primarily due to the issuance of the 4.125% senior notes in September 2012 with an aggregate principal amount of $350.0 million.
Provision for Income Taxes
The provision for income taxes was $149.1 million for the nine months ended September 30, 2013 compared to $149.9 million for the nine months ended September 30, 2012, a decrease of $0.8 million or 0.6%. The effective tax rate was 36.3% for the nine months ended September 30, 2013 compared to 39.4% for the nine months ended September 30, 2012. The effective rate for the nine months ended September 30, 2013 was lower than the September 30, 2012 effective tax rate primarily due to the continued execution of tax planning strategies and favorable settlements and resolution of uncertain tax positions.
EBITDA Margin
The EBITDA margin for our consolidated results was 45.0% for the nine months ended September 30, 2013 compared to 45.3% for the nine months ended September 30, 2012. For the nine months ended September 30, 2013, the recent acquisitions mitigated our margin expansion by approximately 0.3%.
Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012
Revenues
Revenues were $438.6 million for the three months ended September 30, 2013 compared to $398.9 million for the three months ended September 30, 2012, an increase of $39.7 million or 10.0%. The recent acquisition of Argus accounted for an increase of $15.6 million in revenues for the three months ended September 30, 2013, which were included in Decision Analytics. Excluding the recent acquisition, revenues increased $24.1 million or 6.1%, which included an increase in our Decision Analytics segment of $12.9 million and an increase in our Risk Assessment segment of $11.2 million.
Cost of Revenues
Cost of revenues were $176.6 million for the three months ended September 30, 2013 compared to $156.7 million for the three months ended September 30, 2012, an increase of $19.9 million or 12.7%. Excluding recent acquisition cost of $8.0 million, the cost of revenues increased $11.9 million, or 7.7%. The increase is due to a net increase in salaries and employee benefits costs of $7.4 million, which include annual salary increases and medical costs. Other increases include information technology expense of $1.1 million, travel related expenses of $0.8 million, data costs of $0.7 million, and other general expenses of $1.9 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $59.3 million for the three months ended September 30, 2013 compared to $58.7 million for the three months ended September 30, 2012, an increase of $0.6 million or 1.1%. The increase is primarily related to an increase in salaries and employee benefit costs of $2.0 million. This increase was partially offset by an decrease in professional fees of $1.2 million, and other expenses of $0.2 million, which include information technology expenses and travel related expenses.
Provision for Income Taxes
The provision for income taxes was $54.7 million for the three months ended September 30, 2013 compared to $53.7 million for the three months ended September 30, 2012, an increase of $1.0 million or 1.8%. The effective tax rate was 36.2% for the three months ended September 30, 2013 compared to 39.3% for the three months ended September 30, 2012. The effective tax rate for the three months ended September 30, 2013 was lower than the effective tax rate for the three months ended

40

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September 30, 2012 primarily due to the continued execution of tax planning strategies and favorable settlements and resolution of uncertain tax positions.
EBITDA Margin
The EBITDA margin for our consolidated results was 46.3% for the three months ended September 30, 2013 and 45.9% for the three months ended September 30, 2012. The slight increase in margin is attributed to cost efficiencies.
Results of Operations by Segment
Decision Analytics
Revenues
Revenues for our Decision Analytics segment were $801.3 million for the nine months ended September 30, 2013 compared to $685.6 million for the nine months ended September 30, 2012, an increase of $115.7 million or 16.9%. Recent acquisitions accounted for an increase of $68.0 million in revenues for the nine months ended September 30, 2013. Excluding recent acquisitions, our Decision Analytics revenue increased $47.7 million or 7.0%.
Our revenue by category for the periods presented is set forth below:
 
Nine Months Ended September 30,
 
Percentage
 
2013
 
2012
 
Change
 
 
(In thousands)
 
 
Insurance
$
401,105

 
$
364,847

 
9.9
%
Financial Services
 
142,486

 
 
107,534

 
32.5
%
Healthcare
 
193,748

 
 
150,153

 
29.0
%
Specialized Markets
 
63,974

 
 
63,031

 
1.5
%
 
$
801,313

 
$
685,565

 
16.9
%
Our insurance revenue increased $36.2 million or 9.9%, and excluding recent acquisitions (ALP) revenue for the first and second quarter of $1.2 million within this category, our insurance revenue increased $35.0 million or 9.6%, primarily due to an increase within our underwriting solutions, catastrophe modeling services , an increase in insurance fraud revenue, and an increase in loss quantification solutions .
Our financial services revenue increased $35.0 million or 32.5%, and excluding recent acquisitions (Argus) revenue of $50.1 million within this category, our financial services revenue decreased $15.1 million or 14.8%, reflecting lower volumes within our mortgage forensic solutions.
Our healthcare revenue increased $43.5 million or 29.0%, and excluding the recent acquisitions (MediConnect) for the first quarter revenue of $16.7 million within this category, our healthcare revenue increased $26.8 million or 17.9% primarily due to an increase in transactions within our revenue and quality intelligence solutions and due to an increase in payment accuracy solutions as customer contracts were implemented.
Our specialized markets revenue increased $1.0 million or 1.5% as a result of continued penetration of existing customers within our supply chain services and weather and climate risk solutions.

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Revenues for our Decision Analytics segment were $283.5 million for the three months ended September 30, 2013 compared to $255.0 million for the three months ended September 30, 2012, an increase of $28.5 million or 11.2%. The recent acquisition of Argus accounted for an increase of $15.6 million in revenues for the three months ended September 30, 2013. Excluding the impact of the recent acquisition, revenue increased $12.9 million or 5.2% for the three months ended September 30, 2013.
Our revenue by category for the periods presented is set forth below:
 
Three Months Ended September 30,
 
Percentage
 
2013
 
2012
 
Change
 
(In thousands)
 
 
Insurance
$
140,771

 
$
126,301

 
11.5
 %
Financial Services
 
48,049

 
 
37,960

 
26.6
 %
Healthcare
 
73,612

 
 
69,324

 
6.2
 %
Specialized Markets
 
21,110

 
 
21,411

 
(1.4
)%
 
$
283,542

 
$
254,996

 
11.2
 %
Our insurance revenue increased $14.4 million or 11.5%, primarily due to an increase within our underwriting solutions, catastrophe modeling services , an increase in insurance fraud revenue, and an increase in loss quantification solutions .
Our financial services revenue increased $10.1 million or 26.6%, and excluding recent acquisitions (Argus) revenue of $15.6 million within this category, our financial services revenue decreased $5.5 million or 16.6%, reflecting lower volumes within our mortgage forensic solutions.
Our healthcare revenue increased $4.3 million or 6.2% primarily due to an increase in transactions within our revenue and quality intelligence solutions.
Our specialized markets revenue decreased $0.3 million or 1.4% as a result of lower customer activity within our supply chain services and weather and climate risk solutions.
Cost of Revenues
Cost of revenues for our Decision Analytics segment were $370.2 million for the nine months ended September 30, 2013 compared to $301.4 million for the nine months ended September 30, 2012, an increase of $68.8 million or 22.8%. Excluding the impact of recent acquisitions of $36.8 million, our cost of revenues increased by $32.0 million or 10.7%. This increase is primarily due to a net increase in salary and employee benefits of $21.6 million. Other increases include data costs of $4.3 million, information technology expenses of $2.8 million, travel and travel related costs of $0.7 million and other operating expenses of $2.6 million.
Cost of revenues for our Decision Analytics segment were $126.4 million for the three months ended September 30, 2013 compared to $111.7 million for the three months ended September 30, 2012, an increase of $14.7 million or 13.1%. The increase was primarily due to costs related to recent acquisitions of $8.0 million, and a net increase in salaries and employee benefits costs of $4.5 million. Other increases include an increase of data costs of $0.3 million, information technology expenses of $0.1 million, travel related expenses of $0.4, and other operating expenses of $1.4 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for our Decision Analytics segment were $120.7 million for the nine months ended September 30, 2013 compared to $113.0 million for the nine months ended September 30, 2012, an increase of $7.7 million or 6.9%. Excluding the impact of recent acquisitions of $3.8 million, SGA increased $3.9 million or 3.5%. The increase was primarily due to an increase in salaries and employee benefits of $3.9 million and other expenses of $0.6 million. These increases were partially offset by a decrease in professional fees of $0.6 million.
Selling, general and administrative expenses for our Decision Analytics segment were $39.7 million for the three months ended September 30, 2013 compared to $39.0 million for the three months ended September 30, 2012, an increase of $0.7 million or 1.9%. The increase was due to an increase in salaries and employee benefits of $2.9 million, which include salary increases, medical costs, commissions, and equity compensation. These increases were partially offset by a decrease in professional

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fees of $1.8 million and in other general expenses of $0.4 million.
EBITDA Margin
The EBITDA margin for our Decision Analytics segment was 38.7% for the nine months ended September 30, 2013 compared to 39.6% for the nine months ended September 30, 2012. For the nine months ended September 30, 2013, the decrease in margin is primarily attributed to our investment initiatives for new solution development.
Risk Assessment
Revenues
Revenues for our Risk Assessment segment were $461.9 million for the nine months ended September 30, 2013 as compared to $433.0 million for the nine months ended September 30, 2012, an increase of $28.9 million or 6.7%. Revenues were $155.1 million for the three months ended September 30, 2013 as compared to $143.9 million for the three months ended September 30, 2012, an increase of $11.2 million or 7.8%. The overall increase within this segment primarily resulted from an increase in prices derived from continued enhancements to the content of our industry-standard insurance programs' solutions as well as selling expanded solutions to existing customers.
Our revenue by category for the periods presented is set forth below:
 
Three Months Ended September 30,
 
Percentage
 
Nine Months Ended September 30,
 
Percentage
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
 
(In thousands)
 
 
 
(In thousands)
 
 
Industry-standard insurance
programs
$
118,234

 
$
112,452

 
5.1
%
 
$
351,973

 
$
336,594

 
4.6
%
Property-specific rating and
underwriting information
 
36,821

 
 
31,415

 
17.2
%
 
 
109,954

 
 
96,431

 
14.0
%
 
$
155,055

 
$
143,867

 
7.8
%
 
$
461,927

 
$
433,025

 
6.7
%
Cost of Revenues
Cost of revenues for our Risk Assessment segment was $145.5 million for the nine months ended September 30, 2013 compared to $135.8 million for the nine months ended September 30, 2012, an increase of $9.7 million or 7.2%. The increase was primarily due to an increase in salaries and employee benefits costs of $5.8 million. Other increases were related to information technology expenses of $1.7 million, travel and travel related costs of $1.2 million, data costs of $0.6 million, and other general expenses of $0.4 million.
Cost of revenues for our Risk Assessment segment was $50.2 million for the three months ended September 30, 2013 compared to $45.0 million for the three months ended September 30, 2012, an increase of $5.2 million or 11.5%. The increase was primarily due to an increase in salaries and employee benefits costs of $2.9 million. Other increases include information technology expenses of $1.0 million, data costs of $0.4 million, travel related expenses of $0.4 million, and other expenses of $0.5 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for our Risk Assessment segment were $58.8 million for the nine months ended September 30, 2013 and $62.2 million for the nine months ended September 30, 2012, a decrease of $3.4 or 5.5%. There was a net decrease in salaries and employee benefits of $5.5 million which was primarily related to a reduction in stock option expense. Our stock option expense decreased as a result of lower accelerated vesting of equity awards granted to employees at age 62. This decrease was partially offset by an increase in professional fees of $1.6 million and other general expenses of $0.5 million.
Selling, general and administrative expenses for our Risk Assessment segment were $19.6 million for the three months ended September 30, 2013 compared to $19.7 million for the three months ended September 30, 2012, a decrease of $0.1 million or 0.5%. The decrease was primarily due to a decrease in salaries and employee benefits costs of $0.9 million, primarily due to a reduction in stock option expense. This decrease was partially offset by an increase in professional fees of $0.6 million and other general expenses of $0.2 million.

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EBITDA Margin
EBITDA margin for our Risk Assessment segment was 55.8% for the nine months ended September 30, 2013 compared to 54.3% for the nine months ended September 30, 2012. The increase in margin is primarily attributed to operating leverage in the segment as well as cost efficiencies.
Liquidity and Capital Resources
As of September 30, 2013 and December 31, 2012, we had cash and cash equivalents and available-for-sale securities of $184.7 million and $94.7 million, respectively. Subscriptions for our solutions are billed and generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year. Subscriptions are automatically renewed at the beginning of each calendar year. We have historically generated significant cash flows from operations. As a result of this factor, as well as the availability of funds under our $850.0 million syndicated revolving credit facility, we believe that we will have sufficient cash to meet our working capital and capital expenditure needs, and to fuel our future growth plans.
We have historically managed the business with a working capital deficit due to the fact that, as described above, we offer our solutions and services primarily through annual subscriptions or long-term contracts, which are generally prepaid quarterly or annually in advance of the services being rendered. When cash is received for prepayment of invoices, we record an asset (cash and cash equivalents) on our balance sheet with the offset recorded as a current liability (fees received in advance). This current liability is deferred revenue that does not require a direct cash outflow since our customers have prepaid and are obligated to purchase the services. In most businesses, growth in revenue typically leads to an increase in the accounts receivable balance . Unlike those businesses, our cash position is favorably affected by revenue growth, which results in a source of cash due to our customers prepaying for most of our services.
Our capital expenditures, which include noncash purchases of fixed assets and capital lease obligations, as a percentage of revenues for the nine months ended September 30, 2013 and 2012, were 9.1% and 5.1%, respectively. The increase in capital expenditures is primarily due to our investment initiatives for development of new solutions. The expected capital expenditures for the year ending December 31, 2013, will be approximately $160.0 million, which we expect to primarily include expenditures on our technology infrastructure and our continuing investments in developing and enhancing our solutions. Expenditures related to developing and enhancing our solutions are predominately related to internal use software and are capitalized in accordance with ASC 350-40, "Accounting for Costs of Computer Software Developed or Obtained for Internal Use." We also capitalize amounts in accordance with ASC 985-20, "Software to be Sold, Leased or Otherwise Marketed."
We historically used a portion of our cash for repurchases of our common stock . During the nine months ended September 30, 2013 and 2012, we repurchased $162.1 million and $127.8 million of our common stock, respectively. 
In prior years, we provided pension and postretirement benefits to certain qualifying active employees and retirees. On February 29, 2012, we instituted a hard freeze, which eliminated all future compensation and service credits, to all participants in the pension plans. Under the postretirement plan, we provided certain healthcare and life insurance benefits to qualifying participants; however, participants are required to pay a stated percentage of the premium coverage. The expected contributions to the pension and postretirement plans for the year ending December 31, 2013 are consistent with the amounts previously disclosed as of December 31, 2012. See Note 11 to our condensed consolidated financial statements included in this quarterly report on Form 10-Q for further information.
Financing and Financing Capacity
We had total debt, excluding capital lease and other obligations, of $1,299.9 million and $1,454.4 million at September 30, 2013 and December 31, 2012, respectively. The debt at September 30, 2013 was issued under our long-term private placement loan facilities and senior notes issued in 2012 and 2011 to finance our stock repurchases and acquisitions.
Our $850.0 million syndicated revolving credit facility (“credit facility”) is due October 2017 and is a committed facility. We have financed and expect to finance our short-term working capital needs, stock repurchases and acquisitions through cash from operations and borrowings from our credit facility. As of September 30, 2013, we had no outstanding borrowings under the credit facility. During the nine months ended September 30, 2013, we repaid $10 million of borrowings that were outstanding under the credit facility as of December 31, 2012. We did not make any additional borrowings during the nine months ended September 30, 2013.  As of September 30, 2013, we had $850.0 million of borrowing capacity available under our credit facility. In October 2013, we amended our credit facility to increase the borrowing capacity from $850.0 million to $975.0 million and extend the maturity date from October 24, 2017 to October 24, 2018.
The credit facility contains certain customary financial and other covenants that, among other things, impose certain

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restrictions on indebtedness, liens, investments, and capital expenditures. These covenants also place restrictions on mergers, asset sales, sale/leaseback transactions, payments between us and our subsidiaries, and certain transactions with affiliates. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.0 to 1.0 and that we maintain a consolidated funded debt leverage ratio below 3.50 to 1.0. We were in compliance with all debt covenants under the credit facility as of September 30, 2013.
We had long-term private placement loan facilities under uncommitted master shelf agreements with Prudential Capital Group, or Prudential, and New York Life that expired on August 30, 2013 and March 16, 2013, respectively.  We did not extend these agreements. During the nine months ended September 30, 2013, we repaid a total of $145.0 million of our outstanding long-term private placement loan facilities debt that matured in April 2013 and August 2013, with cash from operations. In October 2013, we repaid $35 million of our outstanding long-term private placement loan facility debt with a maturity date of October 26, 2013 with cash from operations.
The notes outstanding under the long-term private placement loan facilities mature over the next three years. Individual borrowings are made at a fixed rate of interest determined at the time of the borrowing and interest is payable quarterly. The weighted average rate of interest with respect to our outstanding borrowings under these facilities was 6.29% for the nine months ended September 30, 2013. The uncommitted master shelf agreements contain certain covenants that limit our ability to create liens, enter into sale/leaseback transactions and consolidate, merge or sell assets to another company. Our shelf agreements also contain financial covenants that require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.0 to 1.0 and that we maintain a consolidated funded debt leverage ratio below 3.0 to 1.0 at the end of any fiscal quarter. We were in compliance with all debt covenants under our master shelf agreements as of September 30, 2013.
As of September 30, 2013, we had senior notes with aggregate principal amount of $1,050.0 million. The senior notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by ISO and certain subsidiaries that guarantee our credit facility, or any amendment, refinancing or replacement thereof. The indenture governing the senior notes restricts our ability and our subsidiaries' ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity.
Cash Flow
The following table summarizes our cash flow data for the nine months ended September 30, 2013 and 2012:
 
 
Nine Months Ended 
 September 30,
 
Percentage
Change
 
2013
 
2012
 
 
(In thousands)
 
 
Net cash provided by operating activities
386,452

 
320,997

 
20.4
 %
Net cash used in investing activities
(107,357
)
 
(838,704
)
 
(87.2
)%
Net cash (used in)/provided by financing activities
(188,305
)
 
424,004

 
(144.4
)%
Operating Activities
Net cash provided by operating activities increased to $386.5 million for the nine months ended September 30, 2013 compared to $321.0 million for the nine months ended September 30, 2012. The increase in operating activities was primarily due to an increase in cash collections from customers, partially offset by an increase in operating expense and interest payments related to our bond offerings. In the second quarter of 2012, we pre-funded $72.0 million to our pension plan. This prefunding was offset by the tax benefit associated with those deductible contributions and the deferral of our fourth quarter 2012 tax payment to 2013 as a result of a temporary federal tax relief program related to Hurricane Sandy. This payment would have typically been paid in the fourth quarter, but due to this relief, the payment was made in the first quarter of 2013.
Investing Activities
Net cash used in investing activities was $107.4 million for the nine months ended September 30, 2013 compared to $838.7 million for the nine months ended September 30, 2012. The decrease in net cash used in investing activities was primarily due to the fact that we had acquired MediConnect and Argus in the first and third quarter of 2012 for $348.3 million and $425.0 million, respectively, versus minor acquisition activity in 2013.

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Financing Activities
Net cash (used in) provided by financing activities was $(188.3) million for the nine months ended September 30, 2013 and $424.0 million for the nine months ended September 30, 2012. Net cash used in financing activities for the nine months ended September 30, 2013 was primarily related the repurchase of common stock of $161.0 million and debt repayments of $155.0 million, partially offset by proceeds from stock option exercises and the related excess tax benefit of $133.0 million. Net cash provided by financing activities for the nine months ended September 30, 2012, was primarily related to an increase in total net debt of $462.2 million, stock option exercises and the related tax benefit associated with these exercises of $98.6 million, partially offset by stock repurchases of $128.1 million.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Contractual Obligations
There have been no material changes to our contractual obligations outside the ordinary course of our business from those reported in our annual report on Form 10-K and filed with the Securities and Exchange Commission on February 26, 2013, except as noted below.
On April 20, 2013, the employee stock ownership plan, or ESOP, refinanced its intercompany loan, thereby extending the allocation of the remaining unreleased shares through 2016. As part of this new loan agreement, we were required to contribute an additional $9.0 million of cash or shares, plus interest, to the ESOP by 2016. Earlier contribution is at our discretion (See Note 10 in our condensed consolidated financial statements included in this quarterly report on Form 10-Q). We expect our contractual obligations payments for the Other long-term liabilities to change to the following amounts: 2-3 years $0.3 million; 4-5 years $18.8 million.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements require management to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, goodwill and intangible assets, pension and other post retirement benefits, stock-based compensation, and income taxes. Actual results may differ from these assumptions or conditions. Some of the judgments that management makes in applying its accounting estimates in these areas are discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K dated and filed with the Securities and Exchange Commission on February 26, 2013. Since the date of our annual report on Form 10-K, there have been no material changes to our critical accounting policies and estimates.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Market risks at September 30, 2013 have not materially changed from those discussed under Item 7A in our annual report on Form 10-K dated and filed with the Securities and Exchange Commission on February 26, 2013.

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Item 4.
Controls and Procedures
Disclosure Controls and Procedures
We are required to maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives at the reasonable assurance level.
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon the foregoing assessments, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2013, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During the nine months ended September 30, 2013, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION
Item 1.
Legal Proceedings
We are party to legal proceedings with respect to a variety of matters in the ordinary course of business. See Part I Item I. Note 14 to our condensed consolidated financial statements for the nine months ended September 30, 2013 for a description of our significant current legal proceedings, which is incorporated by reference herein.

Item 1A.
Risk Factors
There has been no material change in the information provided under the heading “Risk Factors” in our annual report on Form 10-K dated and filed with the Securities and Exchange Commission on February 26, 2013.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities by the Company during the period covered by this report.
Issuer Purchases of Equity Securities
Our board of directors has authorized a share repurchase program, or Repurchase Program, of up to $1,200.0 million, including the additional authorization of $300.0 million announced on June 20, 2013. As of September 30, 2013, $282.1million of available authorization remained. Under the Repurchase Program, we may repurchase stock in the market or as otherwise determined by us. These authorizations have no expiration dates and may be suspended or terminated at any time. Our shares repurchased for the quarter ended September 30, 2013 are set forth below:
Period
 
Total Number
of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs
(in thousands)
July 1, 2013 through July 31, 2013
 
125,434

 
$
60.79

 
125,434

 
$
298,933

August 1, 2013 through August 31, 2013
 

 

 

 
$
298,933

September 1, 2013 through September 30, 2013
 
255,998

 
$
65.71

 
255,998

 
$
282,111

 
 
381,432

 
 
 
381,432

 
 
Item 3.
Defaults Upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
None.
Item 5.
Other Information
None.
Item 6.
Exhibits
See Exhibit Index.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Verisk Analytics, Inc
(Registrant)

Date: November 5, 2013
By:
/s/ Mark V. Anquillare
 
 
     Mark V. Anquillare
 
 
     Executive Vice President and Chief Financial Officer
 
 
     (Principal Financial Officer and Duly Authorized Officer)



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EXHIBIT INDEX
 
Exhibit
Number
 
Description
 
 
 
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.*
 
*
Filed herewith.