UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~September 30, 2018~~March 31, 2019



☐	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) 469-3000

(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 ☒ No ☐

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

Indicate by check mark 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,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October~~April 26, ~~2018,~~2019, there were ~~164,620,141~~163,665,652 shares outstanding of the registrant's Common Stock, par value $.001.

Verisk Analytics, Inc.

Index to Form 10-Q

Table of Contents



	Page Number

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Condensed Consolidated Balance Sheets	1

Condensed Consolidated Statements of Operations	2

Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~	3

Condensed Consolidated Statements of Changes in Stockholders’ Equity	4

Condensed Consolidated Statements of Cash Flows	5

Notes to Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2623

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3832

Item 4. Controls and Procedures	3832

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	3933

Item 1A. Risk Factors	3933

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3933

Item 3. Defaults Upon Senior Securities	3933

Item 4. Mine Safety Disclosures	3933

Item 5. Other Information	3933

Item 6. Exhibits	4034

SIGNATURES	4135

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

VERISK ANALYTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018


	2018			2017			2019			2018

	(In millions, except for share and per share data)						(in millions, except for share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	147.6		$	142.3		$	179.5		$	139.5
Available-for-sale securities		4.0			3.8
Accounts receivable, net of allowance for doubtful accounts of $5.8 and $4.6, respectively		324.2			345.5
Accounts receivable, net of allowance for doubtful accounts of $6.5 and $5.7, respectively								438.6			356.4
Prepaid expenses		59.4			38.1			59.8			63.9
Income taxes receivable		11.9			28.8			6.0			34.0
Other current assets		46.6			39.1			51.0			50.7
Total current assets		593.7			597.6			734.9			644.5
Noncurrent assets:
Fixed assets, net		518.5			478.3			557.7			555.9
Operating lease right-of-use assets, net								239.6			—
Intangible assets, net		1,254.4			1,345.3			1,249.0			1,227.8
Goodwill, net		3,339.0			3,368.7			3,431.7			3,361.5
Deferred income tax assets		15.4			15.9			11.4			11.1
Other assets		130.1			214.5			116.8			99.5
Total assets	$	5,851.1		$	6,020.3		$	6,341.1		$	5,900.3

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	243.7		$	225.4		$	236.3		$	263.5
Short-term debt and current portion of long-term debt		542.3			724.4			180.5			672.8
Deferred revenues		433.2			384.7			602.1			383.1
Operating lease liabilities								37.0			—
Income taxes payable		—			3.1			2.5			5.2
Total current liabilities		1,219.2			1,337.6			1,058.4			1,324.6
Noncurrent liabilities:
Long-term debt		2,044.9			2,284.4			2,443.3			2,050.5
Deferred income tax liabilities		341.6			337.8			354.2			350.6
Operating lease liabilities								230.5			—
Other liabilities		104.2			135.1			84.2			104.0
Total liabilities		3,709.9			4,094.9			4,170.6			3,829.7
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value per share; 2,000,000,000 shares authorized; 544,003,038 shares issued and 164,810,578 and 164,878,930 shares outstanding, respectively		0.1			0.1
Verisk common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued and 163,652,594 and 163,970,410 shares outstanding, respectively								0.1			0.1
Additional paid-in capital		2,265.3			2,180.1			2,301.9			2,283.0
Treasury stock, at cost, 379,192,460 and 379,124,108 shares, respectively		(3,411.0	)		(3,150.5	)
Treasury stock, at cost, 380,350,444 and 380,032,628 shares, respectively								(3,635.2	)		(3,563.2	)
Retained earnings		3,796.4			3,308.0			4,036.0			3,942.6
Accumulated other comprehensive losses		(509.6	)		(412.3	)		(532.3	)		(591.9	)
Total stockholders’ equity		2,141.2			1,925.4			2,170.5			2,070.6
Total liabilities and stockholders’ equity	$	5,851.1		$	6,020.3		$	6,341.1		$	5,900.3

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

VERISK ANALYTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018

	(In millions, except for share and per share data)												(in millions, except for share and per share data)
Revenues	$	598.7		$	549.1		$	1,781.2		$	1,574.9		$	625.0		$	581.2
Operating expenses:
Cost of revenues (exclusive of items shown separately below)		219.2			198.5			662.2			575.1			231.4			221.2
Selling, general and administrative		95.7			80.9			281.0			235.6			111.4			91.8
Depreciation and amortization of fixed assets		39.5			33.8			121.6			99.4			46.6			40.5
Amortization of intangible assets		33.2			27.5			98.5			73.6			33.2			33.2
Total operating expenses		387.6			340.7			1,163.3			983.7			422.6			386.7
Operating income		211.1			208.4			617.9			591.2			202.4			194.5
Other income (expense):
Investment income and others, net		14.1			2.6			19.3			7.9			(0.4	)		0.6
Interest expense		(32.4	)		(30.3	)		(97.1	)		(87.3	)		(31.9	)		(32.8	)
Total other expense, net		(18.3	)		(27.7	)		(77.8	)		(79.4	)		(32.3	)		(32.2	)
Income before income taxes		192.8			180.7			540.1			511.8			170.1			162.3
Provision for income taxes		(26.8	)		(60.0	)		(87.6	)		(161.3	)		(35.7	)		(29.3	)
Net income	$	166.0		$	120.7		$	452.5		$	350.5		$	134.4		$	133.0
Basic net income per share	$	1.01		$	0.73		$	2.74		$	2.12		$	0.82		$	0.81
Diluted net income per share	$	0.99		$	0.72		$	2.68		$	2.08		$	0.81		$	0.79
Weighted average shares outstanding:
Basic		164,829,250			164,577,575			164,962,647			165,314,267			163,528,343			165,043,047
Diluted		168,200,766			167,957,058			168,614,835			168,807,405			166,544,945			168,992,535

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

VERISK ANALYTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~ (UNAUDITED)


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
	2018			2017		2018			2017		2019		2018

	(In millions)										(in millions)
Net income	$	166.0		$	120.7	$	452.5		$	350.5	$	134.4	$	133.0
Other comprehensive income (loss), net of tax:
Other comprehensive income, net of tax:
Foreign currency translation adjustment		(35.7	)		82.2		(98.6	)		204.9		58.5		102.7
Available-for-sale securities adjustment		—			—		—			0.2
Pension and postretirement liability adjustment		0.3			0.9		2.0			2.4		1.1		1.0
Total other comprehensive (loss) income		(35.4	)		83.1		(96.6	)		207.5
Total other comprehensive income												59.6		103.7
Comprehensive income	$	130.6		$	203.8	$	355.9		$	558.0	$	194.0	$	236.7

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

VERISK ANALYTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For The ~~Year~~Three Months Ended ~~December~~March 31, ~~2017~~2019 and ~~The~~ ~~Nine Months Ended September 30,~~March 31, 2018

Common Stock
Issued

Par
Value

Additional
Paid-in
Capital

Treasury
Stock

Retained
Earnings

Accumulated
Other Comprehensive
Losses

Total
Stockholders’
Equity

(In millions, except for share data)
Balance, January 1, 2017 544,003,038
$ 0.1
$ 2,121.6
$ (2,891.4 ) $ 2,752.9
$ (650.8 ) $ 1,332.4
Net income —
—
—
—
555.1
—
555.1
Other comprehensive income —
—
—
—
—
238.5
238.5
Treasury stock acquired (3,356,360 shares) —
—
—
(269.8 ) —
—
(269.8 )
Stock options exercised (1,125,004 shares reissued from treasury stock) —
—
28.7
9.2
—
—
37.9
Restricted stock lapsed (143,557 shares reissued from treasury stock) —
—
(1.1 ) 1.1
—
—
—
Employee stock purchase plan (29,605 shares reissued from treasury
stock) —
—
2.2
0.2
—
—
2.4
Stock-based compensation —
—
31.8
—
—
—
31.8
Net share settlement from restricted stock awards (36,067 shares
withheld for tax settlement) —
—
(2.9 ) —
—
—
(2.9 )
Other stock issuances (21,352 shares reissued from treasury stock) —
—
(0.2 ) 0.2
—
—
—
Balance, December 31, 2017 544,003,038
0.1
2,180.1
(3,150.5 ) 3,308.0
(412.3 ) 1,925.4
Adjustments to opening retained earnings related to Topic 606 and
ASU 2016-01 —
—
—
—
35.9
(0.7 ) 35.2
Net income —
—
—
—
452.5
—
452.5
Other comprehensive loss —
—
—
—
—
(96.6 ) (96.6 )
Treasury stock acquired (2,574,123 shares) —
—
—
(282.2 ) —
—
(282.2 )
Stock options exercised (2,301,868 shares reissued from treasury stock) —
—
58.0
20.0
—
—
78.0
Restricted stock lapsed (170,833 shares reissued from treasury stock) —
—
(1.4 ) 1.4
—
—
—
Employee stock purchase plan (21,988 shares reissued from treasury
stock) —
—
2.1
0.2
—
—
2.3
Stock-based compensation —
—
30.1
—
—
—
30.1
Net share settlement from restricted stock awards (33,499 shares
withheld for tax settlement) —
—
(3.5 ) —
—
—
(3.5 )
Other stock issuances (11,082 shares reissued from treasury stock) —
—
(0.1 ) 0.1
—
—
—
Balance, September 30, 2018 544,003,038
$ 0.1
$ 2,265.3
$ (3,411.0 ) $ 3,796.4
$ (509.6 ) $ 2,141.2



	Common Stock Issued	Par Value		Additional Paid-in Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Losses			Total Stockholders’ Equity

	(in millions, except for share data)
Balance, January 1, 2019	544,003,038	$	0.1	$	2,283.0	$	(3,563.2	)	$	3,942.6		$	(591.9	)	$	2,070.6
Net income	—		—		—		—			134.4			—			134.4
Common stock dividend ($0.25 per share declared)	—		—		—		—			(41.0	)		—			(41.0	)
Other comprehensive income	—		—		—		—			—			59.6			59.6
Treasury stock acquired (636,590 shares)	—		—		—		(75.0	)		—			—			(75.0	)
Stock options exercised (307,270 shares reissued from treasury stock)	—		—		8.7		2.9			—			—			11.6
Stock-based compensation	—		—		9.2		—			—			—			9.2
Other stock issuances (11,504 shares reissued from treasury stock)	—		—		1.0		0.1			—			—			1.1
Balance, March 31, 2019	544,003,038	$	0.1	$	2,301.9	$	(3,635.2	)	$	4,036.0		$	(532.3	)	$	2,170.5

Balance, January 1, 2018	544,003,038	$	0.1	$	2,180.1	$	(3,150.5	)	$	3,308.0		$	(412.3	)	$	1,925.4
Adjustments to opening retained earnings related to Topic 606 and ASU 2016-01	—		—		—		—			35.9			(0.7	)		35.2
Net income	—		—		—		—			133.0			—			133.0
Other comprehensive income	—		—		—		—			—			103.7			103.7
Treasury stock acquired (382,508 shares)	—		—		—		(39.8	)		—			—			(39.8	)
Stock options exercised (592,968 shares reissued from treasury stock)	—		—		12.4		4.9			—			—			17.3
Stock-based compensation	—		—		8.8		—			—			—			8.8
Other stock issuances (10,379 shares reissued from treasury stock)	—		—		0.6		0.1			—			—			0.7
Balance, March 31, 2018	544,003,038	$	0.1	$	2,201.9	$	(3,185.3	)	$	3,476.9		$	(309.3	)	$	2,184.3

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

VERISK ANALYTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For The ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

2018 2017

(In millions)
Cash flows from operating activities:
Net income $ 452.5
$ 350.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets 121.6
99.4
Amortization of intangible assets 98.5
73.6
Amortization of debt issuance costs and original issue discount 3.1
3.1
Provision for doubtful accounts 4.1
1.4
Realized gain on subordinated promissory note (12.3 ) —
Stock-based compensation 30.1
24.2
Realized gain on available-for-sale securities, net (0.3 ) (0.1 )
Deferred income taxes (8.7 ) (4.1 )
Loss on disposal of fixed assets, net 0.2
—

Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable 15.7
4.0
Prepaid expenses and other assets (22.4 ) (26.4 )
Income taxes 13.9
14.1
Accounts payable and accrued liabilities 43.2
21.7
Deferred revenues 51.3
47.2
Other liabilities (29.5 ) (16.5 )
Net cash provided by operating activities 761.0
592.1
Cash flows from investing activities:
Acquisitions, net of cash acquired of $3.1 and $22.1, respectively (61.4 ) (674.3 )
Purchase of equity method investments in nonpublic companies —
(5.0 )
Escrow funding associated with acquisitions (6.3 ) (30.9 )
Proceeds from subordinated promissory note 121.4
—
Capital expenditures (154.5 ) (113.8 )
Purchases of available-for-sale securities (0.1 ) (0.3 )
Proceeds from sales and maturities of available-for-sale securities 0.2
0.4
Other investing activities, net (3.1 ) —
Net cash used in investing activities (103.8 ) (823.9 )
Cash flows from financing activities:
(Repayments) proceeds of short-term debt, net (430.0 ) 40.0
Proceeds from issuance of short-term debt with original maturities greater than three
months —
455.0
Payment of debt issuance costs —
(0.5 )
Repurchases of common stock (282.2 ) (276.2 )
Proceeds from stock options exercised 74.7
26.0
Net share settlement from restricted stock awards (3.5 ) (2.9 )
Other financing activities, net (7.5 ) (7.1 )
Net cash (used in) provided by financing activities (648.5 ) 234.3
Effect of exchange rate changes (3.4 ) 4.4
Increase in cash and cash equivalents 5.3
6.9
Cash and cash equivalents, beginning of period 142.3
135.1
Cash and cash equivalents, end of period $ 147.6
$ 142.0
Supplemental disclosures:
Income taxes paid $ 81.7
$ 150.6
Interest paid $ 81.4
$ 68.8
Noncash investing and financing activities:
Deferred tax liability established on date of acquisition $ 5.1
$ 53.2
Tenant improvement allowance $ 0.1
$ —
Capital lease obligations $ 12.8
$ 4.2
Fixed assets included in accounts payable and accrued liabilities $ 1.8
$ 1.3



	2019			2018

	(in millions)
Cash flows from operating activities:
Net income	$	134.4		$	133.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets		46.6			40.5
Amortization of intangible assets		33.2			33.2
Amortization of debt issuance costs and original issue discount		0.9			1.0
Provision for doubtful accounts		1.2			1.5
Stock based compensation		9.2			8.8
Realized loss on available-for-sale securities, net		(0.4	)		—
Deferred income taxes		3.3			(0.6	)

Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(81.6	)		(74.7	)
Prepaid expenses and other assets		6.6			(6.9	)
Income taxes		25.3			24.4
Accounts payable and accrued liabilities		(29.9	)		(3.0	)
Deferred revenues		217.7			199.1
Other liabilities		(0.4	)		(29.3	)
Net cash provided by operating activities		366.1			327.0
Cash flows from investing activities:
Acquisitions, net of cash acquired of $3.7 and $2.3, respectively		(69.1	)		(21.8	)
Escrow funding associated with acquisitions		—			(0.4	)
Capital expenditures		(45.2	)		(43.2	)
Purchases of available-for-sale securities		(0.1	)		(0.1	)
Proceeds from sales and maturities of available-for-sale securities		0.1			0.1
Other investing activities, net		(6.0	)		(3.1	)
Net cash used in investing activities		(120.3	)		(68.5	)
Cash flows from financing activities:
Repayments of short-term debt, net		(245.0	)		(235.0	)
Repayments of current portion of long-term debt, net		(250.0	)		—
Proceeds from issuance of long-term debt, net of original issue discount		397.9			—
Payment of debt issuance costs		(2.9	)		—
Repurchases of common stock		(75.0	)		(36.2	)
Proceeds from stock options exercised		11.6			17.5
Dividends paid		(40.9	)		—
Other financing activities, net		(2.1	)		(0.5	)
Net cash used in financing activities		(206.4	)		(254.2	)
Effect of exchange rate changes		0.6			3.2
Increase in cash and cash equivalents		40.0			7.5
Cash and cash equivalents, beginning of period		139.5			142.3
Cash and cash equivalents, end of period	$	179.5		$	149.8
Supplemental disclosures:
Income taxes paid	$	7.5		$	5.1
Interest paid	$	15.3		$	19.3
Noncash investing and financing activities:
Repurchases of common stock included in accounts payable and accrued liabilities	$	—		$	3.6
Deferred tax (asset) liability established on date of acquisition	$	(0.1	)	$	1.6
Right-of-use assets obtained in exchange for new operating lease liabilities	$	247.6		$	—
Finance lease obligations	$	1.7		$	7.7
Debt issuance costs included in accounts payable and accrued liabilities	$	1.0		$	—
Fixed assets included in accounts payable and accrued liabilities	$	0.7		$	1.0
Dividend included in other liabilities	$	0.1		$	—

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

VERISK ANALYTICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

1. Organization:

Verisk Analytics, Inc. and its consolidated subsidiaries (“Verisk” or the “Company”) is a data analytics provider serving customers in insurance, energy and specialized markets, and financial services. Using various technologies to collect and analyze billions of records, Verisk draws on numerous data assets and domain expertise to provide first-to-market innovations that are integrated into customer workflows. Verisk offers predictive analytics and decision support solutions to customers in rating, underwriting, claims, catastrophe and weather risk, global risk analytics, natural resources intelligence, economic forecasting, and many other fields. Around the world, Verisk helps customers protect people, property, and financial assets.

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

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 and liabilities, acquisition related liabilities, fair value of stock-based compensation for stock options granted, and assets and liabilities for pension and postretirement benefits. Actual results may ultimately differ from those estimates.

The condensed consolidated financial statements as of ~~September 30, 2018~~March 31, 2019 and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ in the opinion of management, include all adjustments, consisting of normal recurring items, to present fairly the Company’s financial position, results of operations and cash flows. The operating results for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 are not necessarily indicative of the results to be expected for the full year. Other than adopting Accounting ~~Standards Update~~Standard Codification ("~~ASU"~~ASC") ~~2014-09,~~842, ~~Revenue from Contracts with Customers~~Leases ~~(“Topic 606”~~("ASC 842") and ~~ASU No. 2016-01,~~Regulatory Identifier Number ("RIN") 3235-AL82, ~~Recognition~~Disclosure Update and ~~Measurement of Financial Assets~~Simplification issued by the Securities and ~~Financial Liabilities~~Exchange Commission (“~~ASU No. 2016-01”~~SEC”) as of January 1, ~~2018,~~2019, the condensed consolidated financial statements and related notes as of and for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 have been prepared on the same basis as and should be read in conjunction with the annual report on Form 10-K for the year ended December 31, ~~2017.~~2018. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules of the ~~Securities and Exchange Commission (“SEC”).~~SEC. The Company believes the disclosures made are adequate to keep the information presented from being misleading.

Effective the first quarter of 2018, the operating segments of the Company are Insurance, Energy and Specialized Markets, and Financial Services. Previously, its operating segments were Decision Analytics and Risk Assessment. (See Note 13).

(a) ~~Revenue Recognition~~Leases

The following describes the Company’s primary types of revenues and the applicable revenue recognition policies. The Company recognizes revenues through agreements (generally one to five years) for hosted subscriptions, advisory/consulting services, and on a transactional basis. Each of our reportable segments, Insurance, Energy and Specialized Markets, and Financial Services has a portion of its revenue from more than one of these revenue types. The Company’s revenues are primarily derived from the sales of services and revenue is recognized when control of the promised services is transferred to the customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those services. Fees for services provided by the Company are nonrefundable. Revenue is recognized net of applicable sales tax withholdings.

~~Hosted Subscriptions~~

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

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

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

~~Advisory/Consulting~~

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

~~Transactional Basis~~

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

~~Practical Expedient and Exemption~~

~~The Company~~generally recognizes revenues, provided that all other revenue recognition criteria are met, and related costs when incurred in accordance with Topic 606, because the period of recognition would have been one year or less. These costs are recorded within “Cost of revenues” and “Selling, general and administrative” expenses in the condensed consolidated statements of operations.

~~Accounts Receivables and Allowance for Doubtful Accounts~~

Accounts receivables are generally recorded at the invoiced amount. The allowance for doubtful accounts is estimated based on an analysis of the aging of the accounts receivable, historical write-offs, customer payment patterns, individual customer credit worthiness, current economic trends, and/or establishment of specific reserves for customers in adverse financial condition. The Company assesses the adequacy of the allowance for doubtful accounts on a quarterly basis.

~~Deferred Commissions~~

The incremental costs of obtaining a contract with a customer, which primarily consist of sales commissions, are deferred and amortized over a useful life of 5 years that is consistent with the transfer to the customer the services to which the asset relates. The Company classifies deferred commissions as current or noncurrent based on the timing of expense recognition. The current and noncurrent portions of deferred commissions are included in prepaid expenses and other assets, respectively, in the condensed consolidated balance sheets as of September 30, 2018. Amortization expense related to deferred commissions is computed on a straight-line basis over its estimated useful lives and included in the condensed consolidated statements of operations.

~~Recent Accounting Pronouncements~~

In February 2016, the Financial Accounting Standards Board ("FASB") ~~issued Accounting Standards Update ("ASU") No. 2016-02,~~ ~~Leases~~ ~~("ASU No. 2016-02"). This guidance amends the existing accounting considerations and treatments for leases through the creation of Topic~~established ASC 842 ~~Leases, to increase~~which focused on increasing transparency and comparability related to leases among organizations by requiring the recognition of ~~lease~~right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The core principle of ASC 842 is that a lessee should recognize the assets and liabilities that arise from leases. This concept requires a lessee to recognize on the balance sheet an ROU asset representing the lessee’s right to use the underlying asset over the duration of the lease term and a liability to make lease payments. Most prominent among the ~~disclosure~~changes in the standard is the recognition of ~~key information about~~ROU assets and lease ~~arrangements. Lessees and lessors~~liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to ~~disclose qualitative and quantitative information about leasing arrangements to enable a user~~meet the objective of ~~the~~enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from ~~such~~ leases.

~~In July 2018, FASB issued ASU No. 2018-10,~~ ~~Codification Improvements to Topic 842, Leases,~~ ~~("ASU No. 2018-10") to further clarify, correct and consolidate various areas previously discussed in ASU 2016-02. FASB also issued ASU No. 2018-11,~~ ~~Leases: Targeted Improvements~~ ("ASU 2018-11") to provide entities another option for transition and lessors with a practical expedient. The transition option allows entities to not apply ASU No. 2016-02 in comparative periods in the financial statements in the year of adoption. The practical expedient offers lessors an option to not separate non-lease components from the associated lease components when certain criteria are met.

The Company established a corporate implementation team, which engages with cross-functional representatives from all of its businesses. The Company is utilizing a bottom-up approach to analyze the impact of the standard on its lease contract portfolio by reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to lease arrangements. In addition, the Company is in the process of identifying and/or implementing the appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new standard.

The amendments in ASU No. 2016-02, ASU No. 2018-10 and ASU No. 2018-11 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and allow for modified retrospective adoption with early adoption permitted. The Company has decided not to early adopt the amendments and will adopt on January 1, 2019. The Company is also ~~assessing the impact associated with~~required to recognize and measure leases existing at, or entered into after the adoption date using a modified retrospective approach, with certain practical expedients available.

The Company adopted ASC 842 on January 1, 2019 using the modified retrospective approach and elected the transition relief package of ~~ASU No. 2016-02, ASU No. 2018-10~~practical expedients by applying previous accounting conclusions under ASC 840 to all leases that existed prior to the transition date. As a result, the Company did not reassess 1) whether existing or expired contracts contain

leases, 2) lease classification for any existing or expired leases, and ~~ASU No. 2018-11 on~~3) whether lease origination costs qualified as initial direct costs. The Company did not elect the ~~condensed consolidated financial statements, which is expected~~practical expedient to ~~be material based upon review~~use hindsight in determining a lease term and impairment of the ~~future contractual obligations.~~

~~In June 2018, FASB issued ASU No. 2018-07,~~ ~~Improvements~~ROU assets at the adoption date. The Company did not separate lease components from non-lease components for the specified asset classes. The election applies to ~~Nonemployee Share-Based Payment Accounting~~ ~~("ASU No. 2018-07") intended to reduce cost and complexity and to improve financial reporting for share-based~~all operating leases where fixed rent payments ~~issued to nonemployees. This ASU expands~~incorporate common area maintenance. For leases where the ~~scope of Topic 718,~~ ~~Compensation - Stock Compensation~~ ~~("Topic 718")~~, ~~to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should~~election does not apply, the common area maintenance is billed by the landlord separately. Additionally, the Company did not apply the recognition requirements under ASC 842 to short-term leases, generally defined as lease term of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscalless than one year. ~~Early adoption is permitted.~~

The Company has ~~decided~~operating and finance leases for corporate offices, data centers, and certain equipment. The leases have remaining lease terms ranging from one year to fourteen years, some of which include the options to extend the leases for up to twenty years, and some of which include the options to terminate the leases within one year. As of March 31, 2019, extension and termination options have not been considered in the calculation of the ROU assets and lease liabilities as the Company determined it was not reasonably certain that it will exercise those options.

The Company determines if an arrangement is a lease at inception. The Company considers any contract where there is an identified asset and that it has the right to ~~early adopt~~control the ~~amendments. The adoption~~use of ~~ASU No. 2018-07 is not expected~~such asset in determining whether the contract contains a lease. A ROU asset represents the Company’s right to ~~have a material impact~~use an underlying asset for the lease term and the lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. The incremental borrowing rate was calculated by using the Company's credit rating on its publicly traded U.S. unsecured bonds and estimating an appropriate credit rating for similar secured debt instruments. The Company's calculated credit rating on secured debt instruments determined the yield curve used. The Company calculated an implied spread and applied the spreads to the risk-free interest rates, based on the yield of the U.S. Treasury zero coupon securities with a maturity equal to the remaining lease term, in determining the borrowing rates for all operating leases. The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Lease expense for lease payments are recognized on a straight-line basis over the lease term. Operating lease transactions are included in "Operating lease right-of-use assets, net", and "Operating lease liabilities", current and noncurrent, within the accompanying condensed consolidated ~~financial statements.~~

~~In August 2018, FASB issued ASU No. 2018-13,~~ ~~Disclosure Framework - Changes to~~balance sheets. Finance leases are included in property and equipment under "Fixed assets, net", "Short-term debt and current portion of long-term debt", and "Long-term debt" within the ~~Disclosure Requirements for Fair Value Measurement~~ ~~("ASU No. 2018-13"), which eliminates, adds and modifies certain fair value measurement disclosure requirements of Accounting Standards Codification 820,~~ ~~Fair Value Measurement~~ ("ASC 820"). The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company has decided not to early adopt the amendments. The adoption of ASU No. 2018-13 is not expected to have a material impact on the Company'saccompanying condensed consolidated ~~financial statements.~~

~~In August 2018, FASB issued ASU No. 2018-14,~~ ~~Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plan~~ ("ASU 2018-14"), which removes, adds and clarifies certain disclosure requirements for employers who sponsor defined benefit pension and other postretirement plans. The amendments in this ASU are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is evaluating the impact of ASU 2018-14, but does not expect to have a material impact on the Company's condensed consolidated financial statements.

~~In August 2018, FASB issued ASU No. 2018-15,~~ ~~Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~ ("ASU No. 2018-15"). Under the amendments of this guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense, and requires additional quantitative and qualitative disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company will evaluate the impact of ASU No. 2018-15 for future implementation costs incurred subsequent to the effective date.sheets.

3. Revenues:

In May 2014, the FASB issued Topic 606, which replaces numerous requirements under Topic 605, Revenue Recognition ("Topic 605"), in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Revenue is recognized in a five-step model: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations in the contract; and 5) recognize revenue when or as the company satisfies a performance obligation. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. Effective January 1, 2018, the Company adopted the requirements of Topic 606 using the modified retrospective method. The results of operations for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under Topic 605. The accounting policies related to Topic 605 were presented in the Form 10-K for the year ended December 31, 2017, for which the Company recognized revenue when the following four criteria were met: persuasive evidence of an arrangement existed, delivery had occurred or services had been rendered, fees and/or price was fixed or determinable, and collectability was reasonably assured.

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

December 31, 2017
Adjustments due to Topic 606
January 1, 2018
Accounts receivable $ 345.5
$ 3.0
⁽¹⁾
$ 348.5
Prepaid expenses
$ 38.1

$ 14.9
⁽²⁾
$ 53.0
Other assets $ 214.5
$ 27.0
⁽²⁾
$ 241.5
Deferred revenues $ 384.7

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

$ 11.2
$ 349.0
Retained earnings $ 3,308.0

$ 35.2

$ 3,343.2

~~_______________~~

~~(1)Relates to unbilled receivables~~

~~(2)Relates to current and non-current deferred commissions, respectively~~

In accordance with Topic 606, the disclosure of the impact of adoption on the unaudited condensed consolidated statement of operations and the condensed consolidated balance sheet for and as of the three and nine months ended September 30, 2018 are as follows:

Three months ended September 30, 2018 under Topic 605 Adjustments due to Topic 606 Three months ended September 30, 2018 under Topic 606
Revenues $ 598.2

$ 0.5

$ 598.7
Selling, general and administrative ⁽³⁾
$ 96.8

$ (1.1 )
$ 95.7
Provision for income taxes $ (26.4 )
$ (0.4 )
$ (26.8 )
Net income $ 164.8

$ 1.2

$ 166.0

Nine months ended September 30, 2018 under Topic 605 Adjustments due to Topic 606 Nine months ended September 30, 2018 under Topic 606
Revenues $ 1,780.3
$ 0.9
$ 1,781.2
Selling, general and administrative ⁽³⁾
$ 285.0
$ (4.0 ) $ 281.0
Provision for income taxes $ (86.4 ) $ (1.2 ) $ (87.6 )
Net income $ 448.8
$ 3.7
$ 452.5

~~_______________~~

~~(3)Includes deferred commission amortization under Topic 606~~

As of September 30, 2018 under Topic 605 Adjustments due to Topic 606 As of September 30, 2018 under Topic 606
Accounts receivable $ 319.5
$ 4.7
$ 324.2
Prepaid expenses
$ 43.1

$ 16.3

$ 59.4
Other assets $ 99.7

$ 30.4

$ 130.1
Accounts payable and accrued liabilities $ 242.9
$ 0.8
$ 243.7
Deferred revenues $ 433.9
$ (0.7 ) $ 433.2
Deferred income tax liabilities $ 329.2

$ 12.4

$ 341.6
Retained earnings $ 3,757.5

$ 38.9

$ 3,796.4

Disaggregated revenues by type of service and by country are provided below for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017.~~2018. No individual country outside of the U.S. accounted for 10.0% or more of the Company's consolidated revenues for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 or ~~2017.~~2018.


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Insurance:
Underwriting & rating	$	285.1	$	261.8	$	854.6	$	777.0	$	303.5	$	280.6
Claims		142.6		134.2		415.1		368.3		147.7		132.0
Total Insurance		427.7		396.0		1,269.7		1,145.3		451.2		412.6
Energy and Specialized Markets		127.7		111.4		383.1		328.0		130.8		125.5
Financial Services		43.3		41.7		128.4		101.6		43.0		43.1
Total revenues	$	598.7	$	549.1	$	1,781.2	$	1,574.9	$	625.0	$	581.2


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Revenues:
U.S.	$	464.0	$	435.1	$	1,373.9	$	1,240.1	$	480.6	$	449.5
U.K.		36.6		27.8		107.6		77.6		44.2		35.0
Other countries		98.1		86.2		299.7		257.2		100.2		96.7
Total revenues	$	598.7	$	549.1	$	1,781.2	$	1,574.9	$	625.0	$	581.2

~~The Company's remaining performance obligations represent future revenues not yet recorded~~Contract assets are defined as an entity's right to consideration in exchange for goods or services that ~~have not yet been performed.~~ the entity has transferred to a customer when that right is conditioned on something other than the passage of time. As of March 31, 2019 and December 31, 2018, the Company had no contract assets. Contract liabilities are defined as an entity's obligation to transfer goods or services to a customer for which the entity has received consideration (an amount of consideration is due) from the customer. As of March 31, 2019 and December 31, 2018, the Company had contract liabilities of $607.7 million and $385.1 million, respectively. The $222.6 million increase in contract liabilities from December 31, 2018 to March 31, 2019 was primarily due to billings of $314.5 million that were paid in advance, partially offset by $91.9 million of revenue recognized in the three months ended March 31, 2019. Contract liabilities are included in "Deferred revenues" and "Other liabilities" in the condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018.

The Company’s most significant remaining performance obligations relate to providing customers with the right to use and update the online content over the remaining contract term. Revenues expected to be recognized in the future related to performance obligations, included within our deferred revenue and other liabilities, that are unsatisfied at ~~September 30, 2018~~March 31, 2019 are ~~$435.5~~$607.7 million. Our disclosure of the timing for satisfying the performance obligation is based on the requirements of contracts with customers. However, from time to time, these contracts may be subject to modifications, impacting the timing of satisfying the performance obligations. These performance obligations, which are expected to be satisfied within one year, ~~and greater than one year,~~ comprised ~~98.0% and 2.0%~~approximately 99.0% of the balance at ~~September 30, 2018, respectively.~~March 31, 2019.

4. ~~Contract Assets and Contract Liabilities~~

Contract assets are defined as an entity's right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. As of September 30, 2018 and January 1, 2018, the Company had no contract assets. Contract liabilities are defined as an entity's obligation to transfer goods or services to a customer for which the entity has received consideration (an amount of consideration is due) from the customer. As of September 30, 2018 and January 1, 2018, the Company had contract liabilities of $435.5 million and $386.7 million, respectively. The $48.8 million increase in contract liabilities from January 1, 2018 to September 30, 2018 was primarily due to billings of $484.5 million that were paid in advance, partially offset by $435.7 million of revenue recognized in the nine months ended September 30, 2018. Contract liabilities are included in "Deferred revenues" and "Other liabilities" in the condensed consolidated balance sheet as of September 30, 2018 and January 1, 2018.

5.4. Fair Value Measurements:

Certain assets and liabilities of the Company are reported at fair value in the accompanying condensed consolidated balance sheets. To increase consistency and comparability of assets and liabilities recorded at fair value, ASC 820-10, Fair Value Measurements (“ASC 820-10”), established a three-level fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value. ASC 820-10 requires disclosures detailing the extent to which companies measure assets and liabilities at fair value, the methods and assumptions used to measure fair value and the effect of fair value measurements on earnings. In accordance with ASC 820-10, the Company applied the following fair value hierarchy:



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

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

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

The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short-term debt approximate their carrying amounts because of the short-term nature of these instruments.

The following table summarizes fair value measurements by level for registered investment companies that were measured at fair value on a recurring basis:


	Quoted Prices in Active Markets for Identical Assets (Level 1)		Quoted Prices in Active Markets for Identical Assets (Level 1)
September 30, 2018
March 31, 2019
Registered investment companies ⁽¹⁾	$	4.0	$	3.7
December 31, 2017
December 31, 2018
Registered investment companies ⁽¹⁾	$	3.8	$	3.3

_______________


⁽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 elected not to carry its ~~subordinated promissory note receivable and~~ long-term debt at fair value. The subordinated promissory note had a face value of $100.0 million, an interest rate of 9.0% that was paid-in kind and an eight year maturity with a prepayment option without penalty. As of December 31, 2017, the carrying value of the subordinated promissory note receivable was included in “Other assets” in the accompanying condensed consolidated balance sheets. On August 27, 2018, the debtor chose to exercise their prepayment option to settle the subordinated promissory note receivable in full. As a result of the settlement of the note receivable, the Company recorded a gain of $12.3 million during the three and nine months ended September 30, 2018, which was included under "Investment income and others , net" in the accompanying condensed consolidated statements of operations. The carrying value of the long-term debt represents amortized cost less unamortized discount and debt issuance costs. The Company assesses the fair value of these financial instruments based on an estimate of interest rates available to the Company for financial instruments with similar features, the Company’s current credit rating and spreads applicable to the Company. The following table summarizes the carrying value and estimated fair value of these financial instruments as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively:

2018 2017
Fair Value Hierarchy
Carrying
Value

Estimated
Fair Value

Carrying
Value

Estimated
Fair Value
Financial instruments not carried at fair value:
Subordinated promissory note receivable Level 2 $ —
$ —
$ 95.3
$ 83.3
Long-term debt excluding capitalized
leases and credit facility Level 2 $ 2,283.1
$ 2,325.9
$ 2,280.6
$ 2,439.8



		2019				2018
	Fair Value Hierarchy	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial instruments not carried at fair value:
Long-term debt excluding finance lease liabilities	Level 2	$	2,425.9	$	2,565.8	$	2,031.0	$	2,347.4

The Company received a 10.0% non-participating interest in VCVH Holdings LLC in 2016 with the sale of the Company's healthcare business. As of ~~September 30,~~March 31, 2019 and December 31, 2018, the balance of this investment was $8.4 million and accounted for as a cost based investment under ASC 323-10-25, The Equity Method of Accounting for Investments in Common Stock ("ASC 323-10-25"), because the interest is currently non-participating, and the Company does not have the ability to exercise significant influence over the investees’ operating and financial policies. As of ~~September 30,~~March 31, 2019 and December 31, 2018, the Company also had an investment in a limited partnership of ~~$7.0~~$11.0 million and $5.9 million, respectively, accounted for in accordance with ASC 323-10-25 as an equity method investment.

5. Leases:

The following table presents the cumulative effect of the changes made to the condensed consolidated balance sheet as of January 1, 2019 as a result of the adoption of ASC 842:



	December 31, 2018		Adjustments due to ASC 842			January 1, 2019
Prepaid expenses	$	63.9	$	(0.2	)	$	63.7
Operating lease right-of-use assets, net	$	—	$	247.8		$	247.8
Accounts payable and accrued liabilities	$	263.5	$	(2.0	)	$	261.5
Operating lease liabilities, current	$	—	$	39.5		$	39.5
Operating lease liabilities, noncurrent	$	—	$	236.4		$	236.4
Other liabilities	$	104.0	$	(26.3	)	$	77.7

The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, ROU assets obtained, weighted-average remaining lease terms, and weighted-average discount rates for finance and operating leases for the three months ended March 31, 2019.



	For the Three Months Ended March 31,
	2019
Lease cost:
Operating lease cost ⁽¹⁾	$	12.1
Finance lease cost
Depreciation of finance lease assets ⁽²⁾		2.8
Interest on finance lease liabilities ⁽³⁾		0.4
Total lease cost	$	15.3

Other information:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	(12.5	)
Operating cash outflows from finance leases	$	(0.4	)
Financing cash outflows from finance leases	$	(2.1	)
Weighted-average remaining lease term - operating leases		9.7 years
Weighted-average remaining lease term - finance leases		2.8 years
Weighted-average discount rate - operating leases		3.9	%
Weighted-average discount rate - finance leases		4.4	%

_______________

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

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

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

The ROU assets and lease liabilities for finance leases were $28.5 million and $27.9 million, respectively, as of March 31, 2019. The ROU assets for finance leases were included in "Fixed assets, net" in the accompanying condensed consolidated balance sheets. The lease liabilities for finance leases were included in the "Short-term debt and current portion of long-term debt" and "Long-term debt" in the accompanying condensed consolidated balance sheets (see Note 9 Debt).

Maturities of lease liabilities for the remainder of 2019 and the years through 2025 and thereafter are as follows:



	March 31, 2019
Years Ending	Operating Leases			Finance Leases
2019	$	34.5		$	9.3
2020		47.3			9.9
2021		37.4			8.0
2022		34.0			2.5
2023		29.1			—
2024		19.7			—
2025 and thereafter		128.0			—
Total lease payments		330.0			29.7
Less amount representing interest		(62.5	)		(1.8	)
Present value of total lease payments	$	267.5		$	27.9

6. Acquisitions:

~~2018 Acquisitions~~2019 Acquisition

On ~~June 20, 2018,~~March 29, 2019, the Company ~~acquired 100 percent of~~entered into a partnership agreement with an enterprise application software provider to acquire their Content as a Service (“CaaS”) business, which included the ~~stock of Validus-IVC Limited ("Validus"), a provider of claims management solutions~~Environmental Health and ~~developer of the subrogation portal in the UK, verify~~^TM,Safety Regulatory Content and Environmental Health and Safety Regulatory Documentation teams and data assets, for a net cash purchase price of ~~$46.1 million, of which $5.9 million represents contingent escrows. Validus~~$69.1 million. The CaaS business has become part of the ~~claims category within~~Company's Energy and Specialized Markets segment. This transaction strengthened the ~~Company's Insurance segment. The integration of Validus' verify~~^TM ~~platform with the Company's~~Company’s environmental health and safety services business and extended its global ~~claims analytic services allows insurers to take advantage of enhanced analytic~~customer footprint and ~~technology tools to help improve and automate the claims settlement process.~~European operations. The preliminary purchase price allocation of the ~~acquisition is presented in the table below.~~

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

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

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

~~The preliminary purchase price allocations of the 2018 acquisitions~~CaaS business resulted in the following:


	Validus			Others			Total			CaaS
Cash and cash equivalents	$	0.9		$	2.2		$	3.1		$	3.7
Accounts receivable		1.5			1.1			2.6
Current assets		6.2			0.3			6.5
Other current assets											3.0
Fixed assets		0.4			0.2			0.6			0.1
Intangible assets		20.9			8.3			29.2			34.4
Goodwill		25.0			15.8			40.8			32.8
Other assets		—			0.4			0.4
Deferred income taxes, net											0.1
Total assets acquired		54.9			28.3			83.2			74.1
Current liabilities		4.1			1.0			5.1			(1.3	)
Deferred revenues		0.1			1.1			1.2
Deferred income taxes, net		3.5			1.6			5.1
Other liabilities		0.2			1.3			1.5
Total liabilities assumed		7.9			5.0			12.9
Net assets acquired		47.0			23.3			70.3			72.8
Cash acquired		(0.9	)		(2.2	)		(3.1	)		(3.7	)
Net cash purchase price	$	46.1		$	21.1		$	67.2		$	69.1

The preliminary amounts assigned to intangible assets by type for the ~~2018 acquisitions~~CaaS business are summarized in the table below:


	Weighted Average Useful Life	Total		Weighted Average Useful Life	Total
Technology-related	6 years	$	12.4
Technology-based				7 years	$	4.0
Marketing-related	7 years		1.7	3 years		0.3
Customer-related	10 years		15.1	12 years		15.5
Database-related				10 years		14.6
Total intangible assets		$	29.2		$	34.4

The preliminary allocations of the purchase price for the ~~2017~~2018 and ~~2018~~2019 acquisitions with less than a year ownership are subject to revisions as additional information is obtained about the facts and circumstances that existed as of each acquisition date. The revisions may have a significant impact on the condensed consolidated financial statements. The allocations of the purchase price will be finalized once all information is obtained, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to operating leases, income and non-income taxes, deferred revenues, the valuation of intangible assets acquired, and residual goodwill. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon the Company's valuation model and historical experiences with entities with similar business characteristics.

For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, the Company finalized the purchase accounting for the acquisitions of ~~Arium~~Marketview Limited ~~("Arium"), Healix International Holdings~~and Business Insight Limited ("Healix"), Emergent Network Intelligence Limited ("ENI"), Fintellix Solutions Private Limited ("Fintellix"), MAKE Consulting A/S ("MAKE"), and the net assets of Blue Skies Consulting, LLC, ControlCam, LLC, Krawietz Aerial Photography, LLC, Richard Crouse & Associates, Inc., Rocky Mountain Aerial Surveys, Inc., Skyview Aerial Photo, Inc., and Valley Air Photos, LLC (collectively referred to as "Aerial Imagery

~~acquisitions"), G2 Web Services, LLC ("G2"), Sequel Business Solutions Ltd. ("Sequel") and Lundquist Consulting, Inc. ("LCI")~~ during the measurement periods in accordance with ASC 805, Business Combinations. The impact of finalization of the purchase accounting associated with these acquisitions was not material to the accompanying condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017.~~2018.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, the Company incurred transaction costs of ~~$0 and $1.2 million, respectively, for the 2018 acquisitions. For the three and nine months ended September 30, 2017, the Company incurred transaction costs of $3.2~~$0.9 million and ~~$5.9~~$0.7 million, ~~respectively, related to the 2017 acquisitions.~~respectively. The transaction costs were included within "Selling, general and administrative" expenses in the accompanying condensed consolidated statements of operations. For the ~~2018 acquisitions,~~2019 acquisition, the goodwill of ~~$40.8~~$2.9 million associated with the stock ~~purchases~~purchase of ~~Marketview, Business Insight and Validus~~the CaaS business is not deductible for tax purposes.

The ~~2018 acquisitions were~~2019 acquisition was immaterial ~~both individually and in the aggregate,~~ to the Company's condensed consolidated financial statements for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.

Acquisition Escrows and Related Liabilities

Pursuant to the related acquisition agreements, the Company has funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition date, as well as a portion of the contingent payments. At ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the current portion of the escrows amounted to ~~$33.1~~$31.3 million and ~~$22.9~~$31.2 million, and the noncurrent portion of the escrows amounted to $0$8.9 million and ~~$26.3~~$8.7 million, 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.

The acquisitions of Emergent Network Intelligence Limited, Healix International Holdings Limited, Rebmark Legal Solutions Limited, PowerAdvocate, Inc. and ~~Validus~~Validus-IVC Limited include acquisition related contingencies, for which the sellers of ~~PowerAdvocate and Validus~~these acquisitions could receive additional payments by achieving the specific predetermined revenue and EBITDA earn-out targets for exceptional performance. ~~As of each respective acquisition date, the Company recorded acquisition related liabilities and goodwill of $34.2 million associated with PowerAdvocate and $3.1 million associated with Validus.~~ The Company believes that the liabilities recorded as of ~~September 30,~~March 31, 2019 and December 31, 2018 reflect the best estimate of acquisition related contingent payments. The ~~acquisition related~~associated current liabilities offor these acquisitions of ~~$8.3~~$21.0 million and ~~$30.5~~$12.7 million have been included in “Accounts payable and accrued liabilities” in the accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. The associated noncurrent liabilities for these acquisitions of $30.6 million and $28.3 million have been included in “Other liabilities” in the accompanying condensed consolidated balance sheets as of ~~September 30,~~March 31, 2019 and December 31, 2018, respectively.

7. Goodwill and Intangible Assets:

The following is a summary of the change in goodwill from December 31, ~~2017~~2018 through ~~September 30, 2018,~~March 31, 2019, both in total and as allocated to the Company’s operating segments:


	Insurance			Energy and Specialized Markets			Financial Services			Total			Insurance			Energy and Specialized Markets		Financial Services			Total
Goodwill, net at December 31, 2017 ⁽¹⁾	$	749.5		$	2,149.6		$	469.6		$	3,368.7
Goodwill, net at December 31, 2018 ⁽¹⁾													$	833.8		$	2,054.7	$	473.0		$	3,361.5
Current period acquisitions		38.0			—			2.8			40.8			—			32.8		—			32.8
Purchase accounting reclassification		5.1			(10.1	)		1.4			(3.6	)		(0.1	)		—		(0.1	)		(0.2	)
Foreign currency translation		(11.5	)		(53.7	)		(1.7	)		(66.9	)		7.3			30.2		0.1			37.6
Goodwill, net at September 30, 2018 ⁽¹⁾	$	781.1		$	2,085.8		$	472.1		$	3,339.0
Goodwill, net at March 31, 2019 ⁽¹⁾													$	841.0		$	2,117.7	$	473.0		$	3,431.7

_______________


⁽¹⁾	These balances are net of accumulated impairment charges of $3.2 million that occurred prior to December 31, ~~2017.~~2018.

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, 2018, and

concluded that there was no impairment of goodwill. There were no triggering events for the three months ended ~~September 30, 2018~~March 31, 2019 that would impact the results of the impairment test performed as of June 30, 2018.

The Company’s intangible assets and related accumulated amortization consisted of the following:


	Weighted Average Useful Life	Cost		Accumulated Amortization			Net		Weighted Average Useful Life	Cost		Accumulated Amortization			Net
September 30, 2018
March 31, 2019
Technology-based	8 years	$	424.4	$	(247.6	)	$	176.8	8 years	$	446.7	$	(266.4	)	$	180.3
Marketing-related	16 years		258.2		(74.3	)		183.9	16 years		260.8		(82.2	)		178.6
Contract-based	6 years		5.0		(5.0	)		—	6 years		5.0		(5.0	)		—
Customer-related	14 years		720.4		(212.0	)		508.4	14 years		741.1		(238.9	)		502.2
Database-related	19 years		459.9		(74.6	)		385.3	19 years		474.6		(86.7	)		387.9
Total intangible assets		$	1,867.9	$	(613.5	)	$	1,254.4		$	1,928.2	$	(679.2	)	$	1,249.0
December 31, 2017
December 31, 2018
Technology-based	8 years	$	421.0	$	(222.9	)	$	198.1	8 years	$	438.8	$	(255.5	)	$	183.3
Marketing-related	17 years		263.9		(62.9	)		201.0	16 years		255.8		(77.2	)		178.6
Contract-based	6 years		5.0		(5.0	)		—	6 years		5.0		(5.0	)		—
Customer-related	14 years		704.2		(174.0	)		530.2	14 years		718.2		(223.9	)		494.3
Database-related	19 years		474.7		(58.7	)		416.0	19 years		450.5		(78.9	)		371.6
Total intangible assets		$	1,868.8	$	(523.5	)	$	1,345.3		$	1,868.3	$	(640.5	)	$	1,227.8

Amortization expense related to intangible assets for the three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ was $33.2 ~~million and $27.5 million, respectively. Amortization expense related to intangible assets for the nine months ended September 30, 2018 and 2017 was $98.5 million and $73.6 million, respectively.~~million. Estimated amortization expense for the remainder of ~~2018~~2019 and the years through 2023 and thereafter for intangible assets subject to amortization is as follows:


Year	Amount		Amount
2018	$	32.5
2019		129.4	$	102.6
2020		127.2		134.6
2021		116.9		124.2
2022		105.5		112.6
2023 and thereafter		742.9
2023				100.0
2024 and thereafter				675.0
	$	1,254.4	$	1,249.0

8. Income Taxes:

The Company’s effective tax rate for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 was ~~13.91% and 16.22%,~~21.0% compared to the effective tax rate for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 of ~~33.19% and 31.51%~~18.0%. The effective tax rate for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 is ~~lower~~higher than the effective tax rate for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 primarily due to the impact of ~~tax reform lowering the U.S. tax rate from 35.0% to 21.0%, as well as the impact of greater~~lower tax benefits from equity compensation in the current period versus the prior period. The difference between statutory tax rates and the Company’s effective tax rate is primarily due to tax benefits attributable to equity compensation, offset by additional state and local income taxes.

9. Debt:

The following table presents short-term and long-term debt by issuance as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:


	Issuance Date	Maturity Date	2018			2017			Issuance Date	Maturity Date	2019			2018
Short-term debt and current portion of long-term debt:
Syndicated revolving credit facility	Various	Various	$	285.0		$	715.0		Various	Various	$	170.0		$	415.0
Capital lease obligations	Various	Various		7.5			9.4
4.875% senior notes, less unamortized discount and debt issuance costs of $0.2 in 2018	12/8/2011	1/15/2019		249.8			—
Senior notes:
4.875% senior notes									12/8/2011	1/15/2019		—			250.0
Finance lease liabilities ⁽¹⁾									Various	Various		10.5			7.8
Short-term debt and current portion of long-term debt				542.3			724.4					180.5			672.8
Long-term debt:
Senior notes:
4.000% senior notes, less unamortized discount and debt issuance costs of $8.2 and $9.1, respectively	5/15/2015	6/15/2025		891.8			890.9
5.500% senior notes, less unamortized discount and debt issuance costs of $4.7 and $4.9, respectively	5/15/2015	6/15/2045		345.3			345.1
4.125% senior notes, less unamortized discount and debt issuance costs of $2.4 and $2.9, respectively	9/12/2012	9/12/2022		347.6			347.1
4.875% senior notes, less unamortized discount and debt issuance costs of $0.7 in 2017	12/8/2011	1/15/2019		—			249.3
5.800% senior notes, less unamortized discount and debt issuance costs of $1.4 and $1.8, respectively	4/6/2011	5/1/2021		448.6			448.2
Capital lease obligations	Various	Various		14.8			7.6
4.125% senior notes, less unamortized discount and debt issuance costs of $6.0 and $0.0, respectively									03/06/2019	03/15/2029		394.0			—
4.000% senior notes, less unamortized discount and debt issuance costs of $7.7 and $7.9, respectively									05/15/2015	06/15/2025		892.3			892.1
5.500% senior notes, less unamortized discount and debt issuance costs of $4.6 and $4.7, respectively									05/15/2015	06/15/2045		345.4			345.3
4.125% senior notes, less unamortized discount and debt issuance costs of $2.1 and $2.3, respectively									09/12/2012	09/12/2022		347.9			347.7
5.800% senior notes, less unamortized discount and debt issuance costs of $1.1 and $1.2, respectively									04/06/2011	05/01/2021		448.9			448.8
Finance lease liabilities ⁽¹⁾									Various	Various		17.4			19.5
Syndicated revolving credit facility debt issuance costs	Various	Various		(3.2	)		(3.8	)	Various	Various		(2.6	)		(2.9	)
Long-term debt				2,044.9			2,284.4					2,443.3			2,050.5
Total debt			$	2,587.2		$	3,008.8				$	2,623.8		$	2,723.3

_______________

⁽¹⁾Refer to Note 5 Leases

On January 15, 2019, the Company utilized borrowings from its committed senior unsecured Syndicated Revolving Credit Facility (the "Credit Facility") and cash from operations to repay the 4.875% senior notes in full in an amount of $250.0 million.

On March 6, 2019, the Company completed an issuance of $400.0 million aggregate principal amount of 4.125% senior notes due 2029 (the "2029 notes"). The 2029 notes mature on March 15, 2029 and accrue interest at a fixed rate of 4.125% per annum. Interest is payable semiannually on the 2029 notes on March 15th and September 15th of each year, beginning on September 15, 2019. The 2029 notes were issued at a discount of $2.1 million and the Company incurred debt issuance costs of $3.9 million. The original issue discount and debt issuance costs were recorded in "Long-term debt" in the accompanying condensed consolidated balance sheets and these costs will be amortized to "Interest expense" in the accompanying consolidated statements of operations over the life of the 2029 notes. The net proceeds from the issuance of the 2029 notes were utilized to partially repay the Credit Facility and for general corporate purposes. The indenture governing the 2029 notes restricts the Company's ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey or otherwise transfer all or substantially all of the Company's assets, or merge with or into, any other person or entity. As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company had senior notes with an aggregate principal amount of $2,450.0 million and $2,300.0 million outstanding, respectively, and was in compliance with their financial and other debt covenants.

As of ~~September 30, 2018,~~March 31, 2019, the Company had a borrowing capacity of $1,500.0 million under the ~~committed senior unsecured Syndicated Revolving~~ Credit Facility ~~(the "Credit Facility")~~ with Bank of America N.A., JP Morgan Chase, N.A., and a syndicate of other banks. The Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions and the share repurchase program (the "Repurchase Program"). ~~The~~As of March 31, 2019, the Company was in compliance with all financial and other debt covenants under the Credit Facility. As of March 31, 2019 and December 31, 2018, the available capacity under the Credit Facility was $1,324.6 million and $1,078.9 million, net of the letters of credit of $5.4 million and $6.1 million, respectively. In April 2019, the Company repaid $70.0 million of outstanding borrowings as of ~~September 30, 2018. Subsequent to September 30, 2018, the Company had borrowings of $35.0 million and repayments of $25.0 million~~March 31, 2019, under the Credit Facility.

10. Stockholders’ Equity:

The Company's common shares have rights to any dividend declared by the board of directors (the "Board"), subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all ~~twelve~~current members of the Board.

The Company has 80,000,000 shares of authorized preferred stock, par value $0.001 per share. The preferred shares have preferential rights over the common shares with respect to dividends and net distribution upon liquidation. The Company did not issue any preferred shares as of ~~September 30, 2018.~~March 31, 2019.

At March 31, 2019 and December 31, 2018, the adjusted closing price of Verisk common stock was $133.00 and $108.83 per share, respectively.

On February 13, 2019, the Company’s Board of Directors approved a cash dividend of $0.25 per share of common stock issued and outstanding to the holders of record as of March 15, 2019. The cash dividend of $40.9 million was paid on March 29, 2019 and recorded as a reduction to retained earnings.

On April 29, 2019, the Company's Board of Directors approved a cash dividend of $0.25 per share of common stock issued and outstanding, payable on June 28, 2019, to the holders of record as of June 14, 2019. The dividend is recorded, subsequent to March 31, 2019 as a reduction to retained earnings and will be adjusted for actual payments.

Share Repurchase Program

Since May 2010, the Company has authorized repurchases of up to $3,300.0 million of its common stock through its Repurchase ~~Program, including an additional authorization of $500.0 million approved on May 16, 2018.~~Program. The Company has repurchased shares with an aggregate value of ~~$2,716.0~~$2,947.4 million. The Company repurchased ~~2,574,123~~636,590 shares of common stock with an aggregate value of ~~$282.2~~$75.0 million during the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. As of ~~September 30, 2018,~~March 31, 2019, the Company had ~~$584.0~~$352.6 million available to repurchase shares through its Repurchase Program.

~~On June 15,~~In December 2018, the Company entered into an Accelerated Share Repurchase ("ASR") agreement to repurchase shares of its common stock for an aggregate purchase price of ~~$50.0 million.~~$75.0 million with Morgan Stanley & Co. LLC. The ASR agreement is accounted for as ~~an initial~~a treasury stock transaction and a forward stock purchase agreement indexed to the Company's ~~own~~ common stock. The forward stock purchase agreement is classified as an equity instrument under ASC 815-40, Contracts in Entity's Own Equity ("ASC 815-40") and was deemed to have a fair value of zero at the effective date. Upon payment of the aggregate purchase price on ~~July~~January 2, ~~2018,~~2019, the Company received an ~~initial~~aggregate delivery of ~~371,609~~636,590 shares of its common ~~stock.~~stock at a price of $117.82 per share during the three months ended March 31, 2019. The aggregate purchase price was recorded as a reduction to stockholders' equity in the Company's condensed consolidated statements of changes in stockholders' equity for the ~~nine~~three months ended ~~September 30, 2018. Upon the final settlement of the ASR agreement in September 2018, the Company received an additional 61,188~~March 31, 2019. These 636,590 shares ~~of the Company's common stock. These 432,797 shares, which were repurchased at an average price of $115.53 per share,~~ resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

~~On September 14, 2018,~~In March 2019, the Company entered into an additional ASR agreement with Morgan Stanley & Co. LLC to repurchase shares of its common stock for an aggregate purchase price of $50.0 million. Upon payment of the aggregate purchase price on ~~October~~April 1, ~~2018,~~2019, the Company received an initial delivery of ~~331,812~~300,752 shares of its common stock at a price of ~~$120.55~~$133.00 per share, representing approximately $40.0 million of the aggregate purchase price. The aggregate purchase price was recorded as a reduction to stockholders' equity, consisting of a $40.0 million increase in treasury stock and a $10.0 million decrease in additional paid-in capital, in the Company's condensed consolidated statements of changes in stockholders' equity subsequent to September 30, 2018. Upon the final settlement of the ASR agreement in ~~December 2018,~~June 2019, the Company may be entitled to receive additional shares of its common stock or, under certain limited circumstances, be required to deliver shares to the ~~counterparty.~~counter-party.

Treasury Stock

As of ~~September 30, 2018,~~March 31, 2019, the Company’s treasury stock consisted of ~~379,192,460~~380,350,444 shares of common stock. During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, the Company reissued ~~2,505,771~~318,774 shares of common stock from the treasury shares at a weighted average price of ~~$8.62~~$9.54 per share.

Earnings Per Share

Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding, using the treasury stock method, if the dilutive potential common shares, including vested and nonvested stock options, nonvested restricted stock awards, nonvested restricted stock units, nonvested performance awards, consisting of performance share units (“PSU”), and nonvested deferred stock units, had been issued.

The following is a presentation of the numerators and denominators of the basic and diluted EPS computations for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Numerator used in basic and diluted EPS:
Net income	$	166.0	$	120.7	$	452.5	$	350.5	$	134.4	$	133.0
Denominator:
Weighted average number of common shares used in basic EPS		164,829,250		164,577,575		164,962,647		165,314,267		163,528,343		165,043,047
Effect of dilutive shares:
Potential common shares issuable from stock options and stock awards		3,371,516		3,379,483		3,652,188		3,493,138		3,016,602		3,949,488
Weighted average number of common shares and dilutive potential common shares used in diluted EPS		168,200,766		167,957,058		168,614,835		168,807,405		166,544,945		168,992,535

The potential shares of common stock that were excluded from diluted EPS were ~~956,014~~49,820 and ~~2,471,487~~3,718 for the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, and 622,199 and 2,158,723 for the nine months ended September 30, 2018 and 2017,~~ respectively, because the effect of including these potential shares was anti-dilutive.

Accumulated Other Comprehensive Losses

The following is a summary of accumulated other comprehensive losses as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:


	2018				2017			2019			2018
Foreign currency translation adjustment	$	(433.0	)		$	(334.4	)	$	(430.0	)	$	(488.5	)
Unrealized holding gains on available-for-sale securities, net of tax		—		⁽¹⁾		0.7
Pension and postretirement adjustment, net of tax		(76.6	)			(78.6	)		(102.3	)		(103.4	)
Accumulated other comprehensive losses	$	(509.6	)		$	(412.3	)	$	(532.3	)	$	(591.9	)

~~_______________~~


⁽¹⁾	~~Includes an adjustment of $0.7 million to opening retained earnings related to adoption of ASU 2016-01 at January 1, 2018.~~

The before tax and after tax amounts of other comprehensive income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ are summarized below:

Before Tax
Tax (Expense) Benefit
After Tax
For the Three Months Ended September 30, 2018

Foreign currency translation adjustment $ (35.7 )
$ —

$ (35.7 )
Pension and postretirement adjustment before reclassifications
1.9

(0.8 )

1.1
Amortization of net actuarial loss and prior service benefit
reclassified from accumulated other comprehensive losses ⁽¹⁾

(0.9 )

0.1

(0.8 )
Pension and postretirement adjustment
1.0

(0.7 )

0.3
Total other comprehensive loss $ (34.7 )
$ (0.7 )
$ (35.4 )
For the Three Months Ended September 30, 2017

Foreign currency translation adjustment $ 82.2

$ —

$ 82.2
Pension and postretirement adjustment before reclassifications
2.4

(0.7 )

1.7
Amortization of net actuarial loss and prior service benefit
reclassified from accumulated other comprehensive losses ⁽¹⁾

(1.2 )

0.4

(0.8 )
Pension and postretirement adjustment
1.2

(0.3 )

0.9
Total other comprehensive gain $ 83.4

$ (0.3 )
$ 83.1


	Before Tax			Tax (Expense) Benefit			After Tax			Before Tax			Tax (Expense) Benefit			After Tax
For the Nine Months Ended September 30, 2018
For the Three Months Ended March 31, 2019
Foreign currency translation adjustment	$	(98.6	)	$	—		$	(98.6	)	$	58.5		$	—		$	58.5
Pension and postretirement adjustment before reclassifications		5.6			(1.5	)		4.1			2.8			(0.7	)		2.1
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses ⁽¹⁾		(2.7	)		0.6			(2.1	)		(1.3	)		0.3			(1.0	)
Pension and postretirement adjustment		2.9			(0.9	)		2.0			1.5			(0.4	)		1.1
Total other comprehensive loss	$	(95.7	)	$	(0.9	)	$	(96.6	)
For the Nine Months Ended September 30, 2017
Total other comprehensive gain										$	60.0		$	(0.4	)	$	59.6
For the Three Months Ended March 31, 2018
Foreign currency translation adjustment	$	204.9		$	—		$	204.9		$	102.7		$	—		$	102.7
Unrealized holding gain on available-for-sale securities before reclassifications		0.3			(0.1	)		0.2
Unrealized holding gain on available-for-sale securities		0.3			(0.1	)		0.2
Pension and postretirement adjustment before reclassifications		7.4			(2.7	)		4.7			2.1			(0.5	)		1.6
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses ⁽¹⁾		(3.7	)		1.4			(2.3	)		(0.9	)		0.3			(0.6	)
Pension and postretirement adjustment		3.7			(1.3	)		2.4			1.2			(0.2	)		1.0
Total other comprehensive gain	$	208.9		$	(1.4	)	$	207.5		$	103.9		$	(0.2	)	$	103.7

_______________


⁽¹⁾	These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in the accompanying condensed consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (see Note 12 Pension and Postretirement Benefits for additional details).

11. Equity Compensation Plans:

Equity Compensation Plans

All of the Company’s outstanding stock options and restricted stock awards are covered under the 2013 Incentive Plan or 2009 Incentive Plan. Awards under the 2013 Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other share based awards, and (vii) cash. Employees, directors and consultants are eligible for awards under the 2013 Incentive Plan. The Company issued common stock under these plans from the Company’s treasury shares. As of ~~September 30, 2018,~~March 31, 2019, there were ~~5,590,996~~5,644,400 shares of common stock reserved and available for future issuance under the 2013 Incentive Plan. Cash received from stock option exercises for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ was ~~$74.7~~$11.6 million and ~~$26.0~~$17.5 million, respectively.

The Company granted equity awards to key employees of the Company. The nonqualified stock options have an exercise price equal to the adjusted closing price of the Company’s common stock on the grant date, with a ten-year contractual term. The fair value of the restricted stock is determined using the closing price of the Company’s common stock on the grant date. The restricted stock is not assignable or transferable until it becomes vested. ~~Performance share units (“PSU”)~~PSUs vest at the end of a three-year performance period, subject to the recipient’s continued service. Each PSU represents the right to receive one share of Verisk common stock and the ultimate realization is based on the Company’s achievement of certain market performance criteria and may range from 0% to 200% of the recipient’s target levels of 100% established on the grant date. The fair value of ~~performance share units~~PSUs is determined on the grant date using the Monte Carlo Simulation model. The Company recognizes the expense of the equity awards ratably over the vesting ~~period. A summary of the equity awards granted for the nine months ended September 30, 2018 is presented below.~~

Grant Date Service Vesting Period Stock Options Restricted Stock Common Stock Performance Share Units
January 1 to September 30, 2018 Four-year graded vesting 899,492
192,805
—
—
April 1, 2018 Three-year cliff vesting —
—
—
46,705
July 1, 2018
One-year graded vesting 17,402
11,880
—
—
July 1 to September 30, 2018 Not applicable 19,798
1,858
1,094
—
936,692
206,543
1,094
46,705

The fair value of the stock options granted for the nine months ended September 30, 2018 and 2017 was estimated using a Black-Scholes valuation model that uses the weighted average assumptions noted in the following table:

2018 2017
Option pricing model Black-Scholes

Black-Scholes
Expected volatility 18.51 %
18.72 %
Risk-free interest rate 2.52 %
1.82 %
Expected term in years 4.4

4.5
Dividend yield — %
�� %
Weighted average grant date fair value per stock option $ 21.37

$ 15.71
period, which could be up to four years.

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

A summary of the status of the stock options, ~~outstanding~~restricted stock, and ~~exercisable~~PSUs awarded under the 2013 Incentive Plan as of December 31, ~~2017~~2018 and ~~September 30, 2018~~March 31, 2019 and changes during the interim period are presented below:

Number
of Options Weighted
Average
Exercise Price Aggregate
Intrinsic
Value
Outstanding at December 31, 2017 8,907,109
$ 53.31
$ 380.2
Granted 936,692
$ 104.24

Exercised (2,301,868 ) $ 33.83
$ 172.5
Cancelled or expired (269,397 ) $ 78.53

Outstanding at September 30, 2018 7,272,536
$ 65.10
$ 403.2
Exercisable at September 30, 2018 4,794,316
$ 53.27
$ 322.5
Exercisable at December 31, 2017 5,995,339
$ 41.50
$ 326.8



	Stock Option						Restricted Stock				PSU
	Number of Options		Weighted Average Exercise Price		Aggregate Intrinsic Value		Number of Shares		Weighted Average Grant Date Fair Value Per Share		Number of Shares		Weighted Average Grant Date Fair Value Per Share
					(in millions)
Outstanding at December 31, 2018	6,820,046		$	67.27	$	284.9	533,335		$	88.55	42,050		$	140.70
Exercised or lapsed	(307,270	)	$	37.75	$	26.8	(3,194	)	$	100.09	—		$	—
Canceled, expired or forfeited	(11,118	)	$	96.39			(2,079	)	$	97.71	—		$	—
Outstanding at March 31, 2019	6,501,658		$	68.61	$	418.7	528,062		$	88.40	42,050		$	140.70
Exercisable at March 31, 2019	4,057,449		$	57.38	$	306.8
Exercisable at December 31, 2018	4,360,117		$	55.94	$	231.5
Nonvested at March 31, 2019	2,444,209						528,062				42,050
Expected to vest at March 31, 2019	2,036,319						443,221				81,998	⁽¹⁾

_______________


⁽¹⁾	Includes estimated performance achievement

Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the ~~quoted~~adjusted closing price of Verisk common stock as of the reporting date. Excess tax benefits from exercised stock options were recorded as income tax benefit in the condensed consolidated statements of operations. This tax benefit is calculated as the excess of the intrinsic value of options exercised and restricted stock lapsed in excess of compensation recognized for financial reporting purposes. ~~Stock-based compensation expense~~The weighted average remaining contractual terms were 5.77 years and 4.54 years for ~~the nine months ended September 30, 2018~~outstanding and ~~2017 was $30.1 million and $24.2 million, respectively.~~exercisable stock options, respectively, as of March 31, 2019.

~~The Company estimates expected forfeitures of equity awards at the date of grant and recognizes compensation expense only for those awards that~~On April 1, 2019, 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~~granted 835,792 stock options, 149,335 shares 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 and 51,792 PSUs to key employees. The stock options and restricted stock have a graded service vesting period of four years. The PSUs have a three-year performance ~~share units awarded under~~period, subject to the ~~2013 Incentive Plan as of December 31, 2017 and September 30, 2018 and changes during the interim period are presented below:~~

Number
of Shares Weighted Average Grant
Date Fair Value Per Share
Outstanding at December 31, 2017 604,464
$ 78.28
Granted 253,248
$ 111.04
Vested (214,320 ) $ 76.02
Forfeited (53,120 ) $ 87.38
Outstanding at September 30, 2018 590,272
$ 92.32
recipients' continued service.

The Company’s employee stock purchase plan (“ESPP”) offers eligible employees the opportunity to purchase shares of the Company’s common stock at a discount of its fair market value at the time of purchase. During the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ the Company issued ~~21,988~~8,310 and ~~23,391~~7,218 shares of common stock at a weighted discounted price of ~~$105.14~~$126.35 and ~~$78.77~~$98.80 for the ESPP, respectively.

As of ~~September 30, 2018,~~March 31, 2019, there was ~~$81.3~~$61.0 million 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 ~~2.62~~2.32 years. ~~As of September 30, 2018, there were 2,478,220 and 590,031 nonvested stock options and restricted stock, respectively, of which 2,092,374 and 513,345 are expected to vest.~~ The total grant date fair value of options vested was ~~$12.4~~$4.4 million and ~~$12.3~~$3.7 million during the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. The total grant date fair value of restricted stock vested during the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ was ~~$14.7~~$4.7 million and ~~$13.1~~$4.2 million, respectively.

12. Pension and Postretirement Benefits:

The Company maintained a frozen qualified defined benefit pension plan for certain of its employees through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. The Company 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 the interest earned on the previous year-end cash balance. The Company also has a frozen non-qualified supplemental cash balance plan (“SERP”) for certain employees. The SERP is funded from the general assets of the Company.

The Company also provides certain healthcare and life insurance benefits to certain qualifying active and retired employees. The Postretirement Health and Life Insurance Plan (the “Postretirement Plan”), which has been frozen, is contributory, requiring participants to pay a stated percentage of the premium for coverage. The components of net periodic (benefit) cost for the three ~~and nine~~ months ended ~~September 30,~~March 31, are summarized below:

Pension Plan and SERP
Postretirement Plan
For the Three Months Ended September 30,

2018 2017 2018 2017
Interest cost $ 3.8
$ 4.3
$ —
$ 0.1
Expected return on plan assets (8.2 ) (7.8 ) —
(0.1 )
Amortization of net actuarial loss 0.8
1.1
0.1
0.1
Net periodic (benefit) cost $ (3.6 ) $ (2.4 ) $ 0.1
$ 0.1
Employer contributions, net $ 0.2
$ 0.3
$ 0.2
$ (0.2 )


	Pension Plan and SERP						Postretirement Plan						For the Three Months Ended March 31,
	For the Nine Months Ended September 30,												Pension Plan and SERP						Postretirement Plan
	2018			2017			2018			2017			2019			2018			2019			2018
Interest cost	$	11.4		$	12.9		$	0.2		$	0.3		$	3.7		$	3.6		$	—		$	0.1
Expected return on plan assets		(24.6	)		(23.3	)		(0.1	)		(0.3	)		(6.4	)		(7.7	)		—			(0.1	)
Amortization of prior service cost		0.1			0.1			(0.1	)		(0.1	)
Amortization of net actuarial loss		2.4			3.4			0.3			0.3			1.2			0.8			0.1			0.1
Net periodic (benefit) cost	$	(10.7	)	$	(6.9	)	$	0.3		$	0.2		$	(1.5	)	$	(3.3	)	$	0.1		$	0.1
Employer contributions, net	$	0.7		$	0.8		$	(0.1	)	$	0.4		$	0.2		$	0.2		$	(0.3	)	$	(0.1	)

_______________

The expected contributions to the Pension Plan, SERP and Postretirement Plan for the year ending December 31, ~~2018~~2019 are consistent with the amounts previously disclosed as of December 31, ~~2017.~~2018.

13. Segment Reporting:

ASC 280-10, Disclosures About Segments of an Enterprise and Related Information (“ASC 280-10”), establishes standards for reporting information about operating segments. ASC 280-10 requires that a public business enterprise reports financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the ~~CODM~~chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s President and CEO is identified as the CODM as defined by ASC 280-10.

The Company previously reported results based on its two operating segments, Decision Analytics and Risk Assessment. During the first quarter of 2018, the CODM changed how he makes operating decisions, assesses the performance of the business, and allocates resources in a manner that caused its operating segments to change. Consequently, effective as of the first quarter of 2018, the operating segments of the Company are ~~based on three vertical markets it serves:~~the following: Insurance, Energy and Specialized Markets, and Financial Services. These three operating segments are also the Company's reportable ~~segments, which have been recast to reflect the new segments for the three and nine months ended September 30, 2017.~~segments.

Each of ~~our~~the reportable segments, Insurance, Energy and Specialized Markets, and Financial Services has a portion of its revenue from more than one of the three revenue types described within ~~our~~the Company's revenue recognition ~~policy described within Note 2. Basis of Presentation and Summary of Significant Accounting Policies.~~policy. Below is the overview of the solutions offered within each reportable segment.

Insurance: The Company is the leading provider of statistical, actuarial and underwriting data for the U.S. P&C insurance industry. The Company’s databases include cleansed and standardized records describing premiums and losses in insurance transactions, casualty and property risk attributes for commercial buildings and their occupants and fire suppression capabilities of municipalities. The Company uses this data to create policy language and proprietary risk classifications that are industry standards and to generate prospective loss cost estimates used to price insurance policies, which are accessed via a hosted platform. The Company also develops solutions that its customers use to analyze key processes in managing risk. The Company’s combination of algorithms and analytic methods incorporates its proprietary data to generate solutions. In most cases, the Company’s customers integrate the solutions into their models, formulas or underwriting criteria in order to predict potential loss events, ranging from hurricanes to earthquakes. The Company develops catastrophe and extreme event models and offers solutions covering natural and man-made risks, including acts of terrorism. The Company further develops solutions that allow customers to quantify costs after loss events occur. The Company's multitier, multispectral terrestrial imagery and data acquisition, processing, analytics, and distribution system using the remote sensing and machine learning technologies help gather, store, process, and deliver geographic and spatially referenced information that supports uses in many markets. Additionally, the Company offers fraud-detection solutions including review of data on claim histories, analysis of claims to find emerging patterns of fraud, and identification of suspicious claims in the insurance sector. The Company’s underwriting & rating, insurance anti-fraud claims, catastrophe modeling, loss quantification and aerial imagery solutions are included in this segment.

Energy and Specialized Markets: The Company is a leading provider of data analytics via hosted platform for the global energy, chemicals, and metals and mining industries. Its research and consulting solutions focus on exploration strategies and screening, asset development and acquisition, commodity markets, and corporate analysis in the areas of business environment, business improvement, business strategies, commercial advisory, and transaction support. The Company gathers and manages proprietary information, insight, and analysis on oil and gas fields, mines, refineries and other assets across the interconnected global energy sectors to advise customers in making asset investment and portfolio allocation decisions. The Company also helps businesses and governments better anticipate and manage climate and weather-related risks. The

Company's analytical tools measure and observe environmental properties and translate those measurements into actionable information based on customer needs. The Company further offers a suite of data and information services that enable improved compliance with global Environmental Health and Safety requirements related to the safe manufacturing,

distribution, transportation, usage, and disposal of chemicals and products. The Company’s energy business, environmental health and safety services and, weather risk solutions are included in this segment.

Financial Services: The Company maintains a bank account consortia to provide competitive benchmarking, decisioning algorithms, business intelligence, and customized analytic services that help financial institutions, payment networks and processors, alternative lenders, regulators and merchants make better strategy, marketing, and risk decisions. Customers apply the Company's solutions in the areas of tailored data management and media effectiveness that include business intelligence platforms, profile views, mobile data solutions, enterprise database services, and fraud risk scoring algorithms for marketing, fraud, and risk mitigation. In addition, the Company's bankruptcy management solutions assist creditors, debt servicing businesses and credit services to enhance regulatory compliance by eliminating stay violation and portfolio valuation risk. The Company’s financial services and retail analytics solutions are included in this segment.

The three aforementioned operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The Company uses EBITDA as the profitability measure for making decisions regarding ongoing operations. EBITDA is net income before interest expense, provision for income taxes, depreciation and amortization of fixed and intangible assets. EBITDA is the measure of operating results used to assess corporate performance and optimal utilization of debt and acquisitions. Operating expenses consist of direct and indirect costs principally related to personnel, facilities, software license fees, consulting, travel, and third-party information services. Indirect costs are generally allocated to the segments using fixed rates established by management based upon estimated expense contribution levels and other assumptions that management considers reasonable. The Company does not allocate interest expense and provision for income taxes, since these items are not considered in evaluating the segment’s overall operating performance. In addition, the CODM does not evaluate the financial performance of each segment based on assets. See Note 33. Revenues for information on disaggregated revenues by type of service and by country.

The following table provides the Company’s revenue and EBITDA by reportable segment for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ and the reconciliation of EBITDA to operating income as shown in the accompanying condensed consolidated statements of operations:


	For the Three Months Ended																								For the Three Months Ended
	September 30, 2018												September 30, 2017												March 31, 2019												March 31, 2018
	Insurance			Energy and Specialized Markets			Financial Services			Total			Insurance			Energy and Specialized Markets			Financial Services			Total			Insurance			Energy and Specialized Markets			Financial Services			Total			Insurance			Energy and Specialized Markets			Financial Services			Total
Revenues	$	427.7		$	127.7		$	43.3		$	598.7		$	396.0		$	111.4		$	41.7		$	549.1		$	451.2		$	130.8		$	43.0		$	625.0		$	412.6		$	125.5		$	43.1		$	581.2
Expenses:
Cost of revenues (exclusive of items shown separately below)		(142.1	)		(53.2	)		(23.9	)		(219.2	)		(129.3	)		(49.0	)		(20.2	)		(198.5	)		(150.6	)		(56.5	)		(24.3	)		(231.4	)		(138.7	)		(55.7	)		(26.8	)		(221.2	)
Selling, general and administrative		(57.5	)		(34.1	)		(4.1	)		(95.7	)		(48.6	)		(28.3	)		(4.0	)		(80.9	)		(68.4	)		(37.6	)		(5.4	)		(111.4	)		(52.4	)		(34.1	)		(5.3	)		(91.8	)
Investment income and others, net		12.0			0.8			1.3			14.1			3.3			(0.8	)		0.1			2.6			0.1			(0.5	)		—			(0.4	)		2.5			(2.1	)		0.2			0.6
EBITDA		240.1			41.2			16.6			297.9			221.4			33.3			17.6			272.3			232.3			36.2			13.3			281.8			224.0			33.6			11.2			268.8
Depreciation and amortization of fixed assets		(25.2	)		(10.2	)		(4.1	)		(39.5	)		(22.6	)		(9.0	)		(2.2	)		(33.8	)		(31.9	)		(10.3	)		(4.4	)		(46.6	)		(27.4	)		(11.0	)		(2.1	)		(40.5	)
Amortization of intangible assets		(5.9	)		(21.4	)		(5.9	)		(33.2	)		(4.4	)		(18.0	)		(5.1	)		(27.5	)		(6.8	)		(20.6	)		(5.8	)		(33.2	)		(5.4	)		(21.6	)		(6.2	)		(33.2	)
Less: Investment income and others, net		(12.0	)		(0.8	)		(1.3	)		(14.1	)		(3.3	)		0.8			(0.1	)		(2.6	)		(0.1	)		0.5			—			0.4			(2.5	)		2.1			(0.2	)		(0.6	)
Operating income	$	197.0		$	8.8		$	5.3			211.1		$	191.1		$	7.1		$	10.2			208.4		$	193.5		$	5.8		$	3.1			202.4		$	188.7		$	3.1		$	2.7			194.5
Investment income and others, net											14.1												2.6												(0.4	)											0.6
Interest expense											(32.4	)											(30.3	)											(31.9	)											(32.8	)
Income before income taxes										$	192.8											$	180.7											$	170.1											$	162.3

For the Nine Months Ended
September 30, 2018
September 30, 2017
Insurance
Energy and Specialized Markets
Financial Services
Total
Insurance
Energy and Specialized Markets
Financial Services
Total
Revenues $ 1,269.7
$ 383.1
$ 128.4
$ 1,781.2
$ 1,145.3
$ 328.0
$ 101.6
$ 1,574.9
Expenses:

Cost of revenues
(exclusive of items
shown separately
below) (422.2 ) (164.7 ) (75.3 ) (662.2 ) (375.4 ) (143.5 ) (56.2 ) (575.1 )
Selling, general and
administrative (163.3 ) (103.6 ) (14.1 ) (281.0 ) (143.1 ) (84.1 ) (8.4 ) (235.6 )
Investment income and
others, net 16.2
1.2
1.9
19.3
8.9
(1.3 ) 0.3
7.9
EBITDA 700.4
116.0
40.9
857.3
635.7
99.1
37.3
772.1
Depreciation and
amortization of fixed
assets (77.6 ) (32.2 ) (11.8 ) (121.6 ) (68.0 ) (26.1 ) (5.3 ) (99.4 )
Amortization of
intangible assets (16.8 ) (64.2 ) (17.5 ) (98.5 ) (9.4 ) (52.1 ) (12.1 ) (73.6 )
Less: Investment income
and others, net (16.2 ) (1.2 ) (1.9 ) (19.3 ) (8.9 ) 1.3
(0.3 ) (7.9 )
Operating income $ 589.8
$ 18.4
$ 9.7
617.9
$ 549.4
$ 22.2
$ 19.6
591.2
Investment income and others,
net 19.3
7.9
Interest expense (97.1 ) (87.3 )
Income before income
taxes $ 540.1
$ 511.8

Long-lived assets by country are provided below:


	September 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Long-lived assets:
U.S	$	2,360.3	$	2,438.6	$	2,537.0	$	2,335.8
U.K.		2,575.0		2,656.6		2,662.3		2,595.5
Other countries		322.1		327.5		406.9		324.5
Total long-lived assets	$	5,257.4	$	5,422.7	$	5,606.2	$	5,255.8

14. Related Parties:

The Company considers its stockholders that own more than 5.0% of the outstanding common stock to be related parties as defined within ASC 850, Related Party Disclosures. As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company had no material transactions with related parties.

15. 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 ~~matter~~matters described below. With respect to ~~the~~ ongoing ~~matter,~~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 ~~this matter~~these matters or the impact itthey may have on the Company’s results of operations, financial position or cash flows. In the case of the 360Value Litigation, this is primarily because the matter is generally in early stages and discovery has not yet commenced. Although the Company believes it has strong defenses and intends to vigorously defend ~~this matter,~~these matters, the Company could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations, financial position or cash flows.

Xactware Solutions, Inc. Patent Litigation

On October 8, 2015, the Company was served with a summons and complaint in an action titled Eagle View Technologies, Inc. and Pictometry International Group, Inc. v. Xactware Solutions, Inc. and Verisk Analytics, Inc. filed in the United States District Court for the District of New Jersey. The complaint alleges that the Company’s Roof InSight (now known as Geomni Roof), Property InSight product (now known as Geomni Property) and Aerial Sketch product in combination with the Company's Xactimate product infringe seven patents owned by Eagle View and Pictometry namely, Patent Nos. ~~436, 840, 152, 880, 770, 732~~8,078,436 (the "436 patent"), 8,170,840 (the "840 patent"), 8,209,152 (the "152 patent"), 8,542,880 (the "880 patent"), 8,818,770 (the "770 patent"), 8,823,732 (the "732 patent"), and ~~454.~~8,825,454 (the "454 patent"). On November 30, 2015, plaintiffs filed a First Amended Complaint adding Patent Nos. ~~376~~9,129,376 (the "376 patent") and ~~737~~9,135,737 (the "737 patent") to the lawsuit. The First Amended Complaint seeks an entry of judgment by the Court that defendants have and continue to directly infringe and/or indirectly infringe, including by way of inducement the Patents-in-Suit, permanent injunctive relief, damages, costs and attorney’s fees. On May 19, 2017, the District Court ~~so ordered~~entered a Joint Stipulated Order of Partial Dismissal with Prejudice dismissing all claims or assertions pertaining to ~~Pictometry Patents Nos.~~the 880 and 732 patents, and certain asserted claims of the ~~Eagle View Patents Nos.~~ 436, 840, 152, 770, 454, 376 and 737 patents (collectively the “Patents in Suit”). Eagle View further reduced the number of asserted claims pertaining to the Patents in Suit to 18 asserted claims. Thereafter, Eagle View dropped the 152 patent and further reduced the number of asserted claims from the six remaining Patents in Suit to 11 asserted claims. Fact discovery and expert discovery are now closed and defendants' summary judgment ~~motion was~~motions were fully submitted on October 26, 2018. On December 6, 2018, the Court denied Eagle View’s motion for summary judgment that a key prior art reference be excluded. On December 20, 2018, the Court denied the Company’s motion for summary judgment of equitable estoppel. On January 29, 2019, the Court denied the Company’s motion for summary judgment of unpatentability pursuant to Section 101 of the Patent Statute. The Court has ordered the commencement of trial on June 10, 2019. At this time, it is not reasonably possible to determine the ultimate resolution of, or estimate the liability related to, this matter.

360Value Litigation

On December 10, 2018, the Company was served with a First Amended Complaint filed in the United States District Court for the Northern District of California titled Sheahan, et al. v. State Farm General Insurance Co., Inc., et al. The action is brought by California homeowners, on their own behalf and on behalf of an unspecified putative class of State Farm policyholders whose homes were damaged or lost during the Northern California wildfires of 2017, against State Farm as well as the Company, ISO, and Xactware Solutions, Inc. Plaintiffs served a Second Amended Complaint on January 6, 2019. Like the First Amended Complaint, it alleges that defendants through the use of the Company’s 360Value product conspired to under-insure plaintiffs’ homes by issuing undervalued policies and underestimating the costs of rebuilding those homes. Plaintiffs claim that defendants violated federal antitrust law as well as California consumer protection law and common law. Defendants filed their motions to dismiss the Second Amended Complaint on March 8, 2019. At this time, it is not reasonably possible to determine the ultimate resolution of, or estimate the liability related to, this matter.

**************



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 ~~2017~~2018 10-K, dated and filed with the Securities and Exchange Commission on February ~~20, 2018.~~19, 2019. 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 ~~2017~~2018 10-K.

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

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

We previously reported results based on two operating segments, Decision Analytics and Risk Assessment. During the first quarter of 2018, the CODM changed how he makes operating decisions, assesses the performance of theorganize our business ~~and allocates resources~~ in ~~a manner that caused the Company's operating segments to change. Consequently, effective as of the first quarter of 2018, our operating segments are based on~~ three ~~vertical markets we serve:~~segments: Insurance, Energy and Specialized Markets, and Financial Services. ~~These three operating segments are also our reportable segments, which have been recast to reflect the new segments for the three and nine months ended September 30, 2017.~~

Our Insurance segment provides underwriting and ratings, and claims insurance data for the U.S. P&C insurance industry. This segment's revenues represented approximately ~~71.3%~~72% and ~~72.7%~~71% of our revenues for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Our Energy and Specialized Markets segment provides research and consulting data analytics for the global energy, chemicals, and metals and mining industries. Our Energy and Specialized Markets segment's revenues represented ~~21.5%~~approximately 21% and ~~20.8%~~22% of our revenues for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Our Financial Services segment provides competitive benchmarking, decisioning algorithms, business intelligence, and customized analytic services to financial institutions, payment networks and processors, alternative lenders, regulators and merchants. Our Financial Services segment's revenues represented ~~7.2% and 6.5%~~approximately 7% of our revenues for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 and ~~2017, respectively.~~2018.

Executive Summary

Key Performance Metrics

We believe our business' 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 (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). The nearest equivalent respective GAAP financial measures are net income and net income margin.

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

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

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

Approximately ~~81.0%~~83% and 82% of the revenues in our Insurance segment for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017~~respectively, were derived from hosted subscriptions with long-term agreements for our solutions. Our customers in this segment include most of the P&C insurance providers in the U.S. Approximately ~~78.0%~~78% and ~~83.0%~~80% of the revenues in our Energy and Specialized Markets segment for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, were derived from hosted subscriptions with long-term agreements for our solutions. Our customers in this segment include most of the top 10 global energy providers around the world. Approximately ~~72.0% and 69.0%~~75% of the revenues in our Financial Services segment for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, were derived from subscriptions with long-term agreements for our ~~solutions, respectively.~~solutions. Our customers in this segment include all of the top 30 credit card issuers in North America, the United Kingdom, and Australia.

We also provide advisory/consulting services, which help our customers get more value out of our analytics and their subscriptions. In addition, certain of our solutions are paid for by our customers on a transactional basis, recurring and non-recurring. For example, we have solutions that allow our customers to access property-specific rating and underwriting information to price a policy on a commercial building, or compare a P&C insurance or workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For each of the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ approximately ~~20.0% and 19.0%, respectively,~~19% of our revenues were derived from providing transactional recurring and non-recurring solutions.

~~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, which represented ~~58.3%~~approximately 58% and ~~59.5%~~59% of our total operating expenses for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

We assign personnel expenses between two categories, cost of revenues and selling, general and administrative 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 and new businesses which may offset margin expansion.

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

Selling, General and Administrative Expenses. Our selling, general and administrative expenses consist primarily of personnel costs. A portion of the other 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.

Condensed Consolidated Results of Operations


	Three Months Ended September 30,						Percentage Change		Nine Months Ended September 30,						Percentage Change		Three Months Ended March 31,						Percentage Change
	2018			2017			Percentage Change		2018			2017			Percentage Change		2019			2018			Percentage Change

	(In millions, except for share and per share data)																(in millions, except for share and per share data)
Statement of income data:
Revenues:
Insurance	$	427.7		$	396.0		8.0	%	$	1,269.7		$	1,145.3		10.9	%	$	451.2		$	412.6		9.3	%
Energy and Specialized Markets		127.7			111.4		14.6	%		383.1			328.0		16.8	%		130.8			125.5		4.2	%
Financial Services		43.3			41.7		4.0	%		128.4			101.6		26.3	%		43.0			43.1		(0.1	)%
Revenues		598.7			549.1		9.0	%		1,781.2			1,574.9		13.1	%		625.0			581.2		7.5	%
Operating expenses:
Cost of revenues (exclusive of items shown separately below)		219.2			198.5		10.4	%		662.2			575.1		15.1	%		231.4			221.2		4.6	%
Selling, general and administrative		95.7			80.9		18.3	%		281.0			235.6		19.3	%		111.4			91.8		21.3	%
Depreciation and amortization of fixed assets		39.5			33.8		16.9	%		121.6			99.4		22.3	%		46.6			40.5		15.0	%
Amortization of intangible assets		33.2			27.5		21.0	%		98.5			73.6		33.7	%		33.2			33.2		(0.1	)%
Total operating expenses		387.6			340.7		13.8	%		1,163.3			983.7		18.2	%		422.6			386.7		9.3	%
Operating income		211.1			208.4		1.3	%		617.9			591.2		4.5	%		202.4			194.5		4.1	%
Other income (expense):
Investment income and others, net		14.1			2.6		438.0	%		19.3			7.9		144.0	%		(0.4	)		0.6		(164.4	)%
Interest expense		(32.4	)		(30.3	)	6.6	%		(97.1	)		(87.3	)	11.2	%		(31.9	)		(32.8	)	(2.7	)%
Total other expense, net		(18.3	)		(27.7	)	(34.1	)%		(77.8	)		(79.4	)	(2.0	)%		(32.3	)		(32.2	)	0.4	%
Income before income taxes		192.8			180.7		6.7	%		540.1			511.8		5.5	%		170.1			162.3		4.8	%
Provision for income taxes		(26.8	)		(60.0	)	(55.3	)%		(87.6	)		(161.3	)	(45.7	)%		(35.7	)		(29.3	)	22.0	%
Net Income	$	166.0		$	120.7		37.5	%	$	452.5		$	350.5		29.1	%	$	134.4		$	133.0		1.0	%
Basic net income per share:	$	1.01		$	0.73		38.4	%	$	2.74		$	2.12		29.2	%	$	0.82		$	0.81		1.2	%
Diluted net income per share:	$	0.99		$	0.72		37.5	%	$	2.68		$	2.08		28.8	%	$	0.81		$	0.79		2.5	%
Weighted average shares outstanding:
Basic		164,829,250			164,577,575		0.2	%		164,962,647			165,314,267		(0.2	)%		163,528,343			165,043,047		(0.9	)%
Diluted		168,200,766			167,957,058		0.1	%		168,614,835			168,807,405		(0.1	)%		166,544,945			168,992,535		(1.4	)%

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⁾:
Insurance EBITDA	$	240.1		$	221.4		8.4	%	$	700.4		$	635.7		10.2	%	$	232.3		$	224.0		3.7	%
Energy and Specialized Markets EBITDA		41.2			33.3		24.0	%		116.0			99.1		17.2	%		36.2			33.6		7.9	%
Financial Services EBITDA		16.6			17.6		(5.7	)%		40.9			37.3		9.2	%		13.3			11.2		18.4	%
EBITDA	$	297.9		$	272.3		9.4	%	$	857.3		$	772.1		11.0	%	$	281.8		$	268.8		4.8	%
The following is a reconciliation of net income to EBITDA:
Net income	$	166.0		$	120.7		37.5	%	$	452.5		$	350.5		29.1	%	$	134.4		$	133.0		1.0	%
Depreciation and amortization of fixed assets and intangible assets		72.7			61.3		18.7	%		220.1			173.0		27.1	%		79.8			73.7		8.2	%
Interest expense		32.4			30.3		6.6	%		97.1			87.3		11.2	%		31.9			32.8		(2.7	)%
Provision for income taxes		26.8			60.0		(55.3	)%		87.6			161.3		(45.7	)%		35.7			29.3		22.0	%
EBITDA	$	297.9		$	272.3		9.4	%	$	857.3		$	772.1		11.0	%	$	281.8		$	268.8		4.8	%

⁽¹⁾

EBITDA is a financial measure that management uses to evaluate the performance of our ~~Company.~~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 13 of our condensed consolidated financial statements included in this quarterly report on Form 10-Q filing. Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies. EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our results of operations or cash flows from operating activities reported under GAAP. Management uses EBITDA in conjunction with GAAP operating performance measures as part of its overall assessment of company performance. Some of these limitations are:10-Q.

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

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

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

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

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

Consolidated Results of Operations

Three Months Ended ~~September 30, 2018~~March 31, 2019 Compared to Three Months Ended ~~September 30, 2017~~March 31, 2018

Revenues

Revenues were ~~$598.7~~$625.0 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$549.1~~$581.2 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$49.6~~$43.8 million or ~~9.0%~~7.5%. Excluding revenues of ~~$24.1~~$9.6 million from ~~Sequel, Rebmark, Service Software,~~ Business Insight, Validus, and ~~Validus,~~Rulebook, our recent acquisitions within the Insurance segment, ~~PowerAdvocate,~~and the CAAS business, our recent acquisition within the Energy and Specialized Markets ~~segment, and G2, LCI, and Marketview, our recent acquisitions within the Financial Services~~ segment, all collectively referred to as our recent acquisitions, our consolidated revenue increased ~~$25.5~~$34.2 million or ~~4.7%~~5.9%. Revenues within our Insurance segment, excluding our recent acquisitions named above, increased ~~$21.7~~$29.0 million or ~~5.5%~~7.0%. Revenues within our Energy and Specialized Markets segment ~~excluding our recent acquisitions named above,~~ increased ~~$7.3~~$5.3 million or ~~6.6%~~4.2%. Revenues within our Financial Services segment ~~excluding our recent acquisitions named above,~~ decreased ~~$3.5~~$0.1 million or ~~9.8%~~0.1%. Refer to the Results of Operations by Segment within this section for more information regarding our revenues.


	Three Months Ended September 30,				Percentage change		Percentage change excluding recent acquisitions		Three Months Ended March 31,				Percentage change		Percentage change excluding recent acquisitions
	2018		2017		Percentage change		Percentage change excluding recent acquisitions		2019		2018		Percentage change		Percentage change excluding recent acquisitions

	(In millions)								(in millions)
Insurance	$	427.7	$	396.0	8.0	%	5.5	%	$	451.2	$	412.6	9.3	%	7.0	%
Energy and Specialized Markets		127.7		111.4	14.6	%	6.6	%		130.8		125.5	4.2	%	4.2	%
Financial Services		43.3		41.7	4.0	%	(9.8	)%		43.0		43.1	(0.1	)%	(0.1	)%
Total Revenues	$	598.7	$	549.1	9.0	%	4.7	%	$	625.0	$	581.2	7.5	%	5.9	%

Cost of Revenues

Cost of revenues was ~~$219.2~~$231.4 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$198.5~~$221.2 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$20.7~~$10.2 million or ~~10.4%~~4.6%. Our recent acquisitions and acquisition-related costs (earn-out) accounted for an increase of ~~$7.5~~$0.1 million in cost of revenues, which was primarily related to salaries and employee ~~benefits.~~benefits of $3.4 million, offset by a reduction of $3.3 million in acquisition-related costs (earn-out). Excluding the ~~impact~~impacts of our recent acquisitions and acquisition-related costs (earn-out), our cost of revenues increased ~~$13.2~~$10.1 million or ~~6.8%~~4.6%. The increase was primarily due to increases in salaries and employee benefits of ~~$7.8~~$8.8 million, information technology expenses of $2.3 million, and data costs of $0.1 million. The increase in salaries and employee benefits of $8.8 million included a reduction in our pension benefit of $1.4 million, primarily due to the decline in market value of our pension investments in late 2018. These increases were partially offset by decreases in rent and facilities expenses of ~~$1.6 million, data costs of $1.6 million, information technology expenses of $0.6~~$0.3 million, and other operating expenses of ~~$1.6~~$0.8 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, or SGA, were ~~$95.7~~$111.4 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$80.9~~$91.8 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$14.8~~$19.6 million or ~~18.3%~~21.3%. Our recent acquisitions, and acquisition-related costs (earn-out) accounted for an increase of ~~$7.6~~$12.7 million in SGA, which was primarily related to salaries and employee ~~benefits.~~benefits of $3.2 million and acquisition-related costs (earn-out) of $9.5 million. Excluding costs associated with our recent acquisitions and acquisition-related costs (earn-out), our SGA increased ~~$7.2~~$6.9 million or ~~9.4%~~7.5%. The increase was primarily due to increases in salaries and employee benefits of ~~$4.7~~$4.8 million, information technology expenses of ~~$1.3~~$1.2 million, and professional consulting costs of ~~$0.9~~$1.0 million. The increase in salaries and employee benefits of $4.8 million ~~and~~included a reduction in our pension benefit of $0.3 million, primarily due to the decline in market value of our pension investments in late 2018. These increases were partially offset by a decrease in other general expenses of ~~$0.3~~$0.1 million.

Depreciation and Amortization of Fixed Assets

Depreciation and amortization of fixed assets was ~~$39.5~~$46.6 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$33.8~~$40.5 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$5.7~~$6.1 million or ~~16.9%~~15.0%. The increase in depreciation and amortization of fixed assets related to the increased capital ~~expenditures was $4.8 million and related to fixed assets associated with recent acquisitions was $0.9 million.~~expenditures.

Amortization of Intangible Assets

Amortization of intangible assets was $33.2 million for the three months ended ~~September 30, 2018 compared to $27.5 million~~March 31, 2019 and for the three months ended ~~September 30, 2017, an increase~~March 31, 2018. The amortization of ~~$5.7 million or 21.0%. The increase was primarily due to amortization related~~intangible assets incurred in connection to our recent acquisitions ~~of $6.2 million and currency fluctuations impacting amortization denominated in currencies other than U.S. dollars.~~was offset with the intangible assets that were fully amortized for the three months ended March 31, 2019.

Investment Income and Others, net

Investment income and others, net was a ~~gain~~loss of ~~$14.1~~$0.4 million for the three months ended ~~September 30, 2018,~~March 31, 2019, compared to a gain of ~~$2.6~~$0.6 million for the three months ended ~~September 30, 2017.~~March 31, 2018. The ~~increase~~decrease of ~~$11.5~~$1.0 million was primarily due to ~~a realized gain~~interest income of ~~$12.3~~$3.0 million ongenerated from the ~~repayment of~~ subordinated promissory note receivable ~~prior to its maturity,~~for the three months ended March 31, 2018, partially offset by a ~~reduction~~period over period decrease in ~~interest income, associated with its payoff in August 2018.~~our net loss on foreign currencies of $2.0 million.

Interest Expense

Interest expense was ~~$32.4~~$31.9 million for the three months ended ~~September 30, 2018,~~March 31, 2019, compared to ~~$30.3~~$32.8 million for the three months ended ~~September 30, 2017, an increase~~March 31, 2018, a decrease of ~~$2.1~~$0.9 million or ~~6.6%~~2.7%. The ~~increase~~decrease was due to our higher average outstanding borrowings for the three months ended ~~September 30,~~March 31, 2018 related to the ~~credit facility.~~Credit Facility. These higher average outstanding borrowings in 2018 were primarily associated with the funding of the acquisitions of G2, LCI and Sequel, which occurred in August of 2017, and PowerAdvocate, which occurred in December of 2017, as well as borrowings used to fund our share repurchase program. We further repaid our 4.875% senior notes in January 2019, which also contributed to a lower interest expense.

Provision for Income Taxes

The provision for income taxes was ~~$26.8~~$35.7 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$60.0~~$29.3 million for the three months ended ~~September 30, 2017, a decrease~~March 31, 2018, an increase of ~~$33.2~~$6.4 million or ~~55.3%~~22.0%. The effective tax rate was ~~13.9%~~21.0% for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~33.2%~~18.0% for the three months ended ~~September 30, 2017.~~March 31, 2018. The effective rate for the three months ended ~~September 30, 2018~~March 31, 2019 was ~~lower~~higher than the ~~September 30, 2017~~March 31, 2018 effective tax rate primarily due to the impact of ~~tax reform lowering the U.S. tax rate from 35.0% to 21.0%, as well as the impact of greater~~lower tax benefits from equity compensation in the current period versus the prior period.

Net Income Margin

The net income margin for our consolidated results was ~~27.7%~~21.5% for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~22.0%~~22.9% for the three months ended ~~September 30, 2017.~~March 31, 2018.

EBITDA Margin

The EBITDA margin for our consolidated results was ~~49.8%~~45.1% for the three months ended ~~September 30, 2018~~March 31, 2019 as compared to ~~49.6%~~46.3% for the three months ended ~~September 30, 2017.~~

~~Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017~~

~~Revenues~~

Revenues were $1,781.2 million for the nine months ended September 30, 2018 compared to $1,574.9 million for the nine months ended September 30, 2017, an increase of $206.3 million or 13.1%. Excluding revenues of $96.0 from Arium, Healix, ENI, Aerial Imagery, Sequel, Rebmark, Service Software, Business Insight, and Validus, our recent acquisitions within the Insurance segment, MAKE and PowerAdvocate, our recent acquisitions within the Energy and Specialized Markets segment, and Fintellix, G2, LCI, and Marketview, our recent acquisitions within the Financial Services segment, all collectively referred to as our recent acquisitions, our consolidated revenue increased $110.3 million or 7.0%. Revenues within our Insurance segment, excluding our recent acquisitions named above, increased $86.1 million or 7.5%. Revenues within our Energy and Specialized Markets segment, excluding our recent acquisitions named above, increased $25.8 million or 7.9%. Revenues within our Financial Services segment, excluding our recent acquisitions named above, decreased $1.6 million or 1.6%. Refer to the Results of Operations by Segment within this section for more information regarding our revenues.

Nine Months Ended September 30,
Percentage change Percentage change excluding recent acquisitions

2018 2017

(In millions)
Insurance $ 1,269.7
$ 1,145.3
10.9 %
7.5 %
Energy and Specialized Markets 383.1
328.0
16.8 %
7.9 %
Financial Services 128.4
101.6
26.3 %
(1.6 )%
Total Revenues $ 1,781.2
$ 1,574.9
13.1 %
7.0 %

~~Cost of Revenues~~

Cost of revenues was $662.2 million for the nine months ended September 30, 2018 compared to $575.1 million for the nine months ended September 30, 2017, an increase of $87.1 million or 15.1%. Our recent acquisitions accounted for an increase of $51.1 million in cost of revenues, primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased $36.0 million or 6.3%. The increase was primarily due to increases in salaries and employee benefits of $25.3 million, data costs of $3.9 million, rent and facilities expenses of $3.3 million, information technology expenses of $1.7 million, and other operating costs of $1.8 million.

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses, or SGA, were $281.0 million for the nine months ended September 30, 2018 compared to $235.6 million for the nine months ended September 30, 2017, an increase of $45.4 million or 19.3%. Our recent acquisitions accounted for an increase of $22.0 million in SGA, primarily related to salaries and employee benefits, and transaction costs of $1.2 million. Excluding costs associated with our recent acquisitions, our SGA increased $23.4 million or 10.2%. The increase was primarily due to increases in salaries and employee benefits of $15.6 million, information technology expenses of $2.8 million, professional consulting costs of $2.3 million, and other general expenses of $2.7 million.

~~Depreciation and Amortization of Fixed Assets~~

Depreciation and amortization of fixed assets was $121.6 million for the nine months ended September 30, 2018 compared to $99.4 million for the nine months ended September 30, 2017, an increase of $22.2 million or 22.3%. The increase in depreciation and amortization related to our capital expenditures was $13.1 million and related to fixed assets associated with recent acquisitions was $9.1 million.

~~Amortization of Intangible Assets~~

Amortization of intangible assets was $98.5 million for the nine months ended September 30, 2018 compared to $73.6 million for the nine months ended September 30, 2017, an increase of $24.9 million or 33.7%. The increase was primarily due to amortization related to our recent acquisitions of $22.0 million and currency fluctuations impacting amortization denominated in currencies other than U.S. dollars.

~~Investment Income and Others, net~~

Investment income and others, net was a gain of $19.3 million for the nine months ended September 30, 2018, compared to a gain of $7.9 million for the nine months ended September 30, 2017. The increase of $11.4 million was primarily due to a realized gain of $12.3 million on the repayment of subordinated promissory note receivable prior to its maturity, partially offset by a reduction in interest income, associated with its payoff in AugustMarch 31, 2018.

~~Interest Expense~~

Interest expense was $97.1 million for the nine months ended September 30, 2018, compared to $87.3 million for the nine months ended September 30, 2017, an increase of $9.8 million or 11.2%. The increase was due to our higher average outstanding borrowings for the nine months ended September 30, 2018 related to the credit facility. These higher average outstanding borrowings in 2018 were primarily associated with the funding of the acquisitions of G2, LCI and Sequel, which occurred in August of 2017 and PowerAdvocate, which occurred in December of 2017, as well as borrowings used to fund our share repurchase program.

~~Provision for Income Taxes~~

The provision for income taxes was $87.6 million for the nine months ended September 30, 2018 compared to $161.3 million for the nine months ended September 30, 2017, a decrease of $73.7 million or 45.7%. The effective tax rate was 16.2% for the nine months ended September 30, 2018 compared to 31.5% for the nine months ended September 30, 2017. The effective rate for the nine months ended September 30, 2018 was lower than the September 30, 2017 effective tax rate primarily due to the impact of tax reform lowering the U.S. tax rate from 35.0% to 21.0%, as well as the impact of greater tax benefits from equity compensation in the current period versus the prior period.

~~Net Income Margin~~

~~The net income margin for our consolidated results was 25.4% for the nine months ended September 30, 2018 compared to 22.3% for the nine months ended September 30, 2017.~~

~~EBITDA Margin~~

~~The EBITDA margin for our consolidated results was 48.1% for the nine months ended September 30, 2018 as compared to 49.0% for the nine months ended September 30, 2017.~~ The decrease in EBITDA margin was primarily related to our recent acquisitions ~~including an acquisition contingent consideration of $4.2 million.~~and acquisition-related costs (earn-out).

Results of Operations by Segment

Insurance

Revenues

Revenues for our Insurance segment were ~~$427.7~~$451.2 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$396.0~~$412.6 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$31.7~~$38.6 million or ~~8.0%~~9.3%. Excluding revenue of ~~$10.0~~$9.6 million from our recent acquisitions, Insurance revenue increased ~~$21.7~~$29.0 million or ~~5.5%~~7.0%.

Our revenue by category for the periods presented is set forth below:


	For the Three Months Ended September 30,				Percentage		Percentage change excluding recent acquisitions		For the Three Months Ended March 31,				Percentage		Percentage change excluding recent acquisitions
	2018		2017		Change		Percentage change excluding recent acquisitions		2019		2018		Change		Percentage change excluding recent acquisitions

	(In millions)								(in millions)
Underwriting & Rating	$	285.1	$	261.8	8.9	%	6.3	%	$	303.5	$	280.6	8.2	%	6.5	%
Claims		142.6		134.2	6.3	%	4.0	%		147.7		132.0	11.8	%	8.0	%
Total Insurance	$	427.7	$	396.0	8.0	%	5.5	%	$	451.2	$	412.6	9.3	%	7.0	%

Our underwriting & rating revenue increased ~~$23.3~~$22.9 million or ~~8.9%~~8.2%. Excluding revenues from recent acquisitions of $4.6 million, our underwriting & rating revenue increased $18.3 million or 6.5%, primarily due to an annual increase in prices derived from continued enhancements to the content of the solutions within our industry-standard insurance programs as well as selling expanded solutions to existing customers. In addition, property-specific underwriting solutions and catastrophe modeling services contributed to the growth.

Our claims revenue increased $15.7 million or 11.8%; excluding revenues from recent acquisitions of ~~$7.0 million, our underwriting & rating revenue increased $16.3 million or 6.3%, primarily due to increases within our underwriting & rating solutions and catastrophe modeling services revenue.~~

~~Our claims revenue increased $8.4 million or 6.3%; excluding revenues from recent acquisitions of $3.0~~$5.0 million, our claims revenue increased ~~$5.4~~$10.7 million or ~~4.0%, primarily due to growth in our claims analytics and repair cost estimating~~

solutions revenue, which was partially offset by a decline in our aerial imagery solutions revenue. The severe storm-related repair costs estimating and aerial imagery-based solutions contributed approximately $8.0 million for the three months ended September 30, 2017, which did not reoccur in 2018.

Revenues for our Insurance segment were $1,269.7 million for the nine months ended September 30, 2018 compared to $1,145.3 million for the nine months ended September 30, 2017, an increase of $124.4 million or 10.9%. Excluding revenue of $38.3 million from our recent acquisitions, Insurance revenue increased $86.1 million or 7.5%.

~~Our revenue by category for the periods presented is set forth below:~~

For the Nine Months Ended September 30, Percentage Percentage change excluding recent acquisitions
2018 2017 Change

(In millions)
Underwriting & Rating $ 854.6
$ 777.0
10.0 % 6.5 %
Claims 415.1
368.3
12.7 % 9.8 %
Total Insurance $ 1,269.7
$ 1,145.3
10.9 % 7.5 %

Our underwriting & rating revenue increased $77.6 million or 10.0%; excluding revenues from recent acquisitions of $27.5 million, our underwriting & rating revenue increased $50.1 million or 6.5%, primarily due to increases within our underwriting & rating solutions and catastrophe modeling services revenue.

~~Our claims revenue increased $46.8 million or 12.7%; excluding revenues from recent acquisitions of $10.8 million, our claims revenue increased $36.0 million or 9.8%~~8.0%, primarily due to growth in our repair cost estimating solutions revenue, claims analytics revenue, and ~~aerial~~our remote imagery solutions revenue. ~~The severe storm-related repair costs estimating and aerial imagery-based solutions contributed approximately $8.0 million for the nine months ended September 30, 2017, which did not reoccur in 2018.~~

Cost of Revenues

Cost of revenues for our Insurance segment was ~~$142.1~~$150.6 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$129.3~~$138.7 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$12.8~~$11.9 million or ~~9.9%~~8.6%. Our recent acquisitions within the Insurance segment, represented an increase of ~~$1.0~~$3.4 million in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased ~~$11.8~~$8.5 million or ~~9.3%~~6.2%. The increase was primarily due to increases in salaries and employee benefits of ~~$6.4 million, rent and facilities expenses of $1.6 million, data costs of $1.2~~$7.0 million, information technology expenses of ~~$0.5~~$1.9 million, and other operating expenses of ~~$2.1~~$0.2 million.

Cost of revenues for our Insurance segment was $422.2 million for the nine months ended September 30, 2018 compared to $375.4 million for the nine months ended September 30, 2017, an increase of $46.8 million or 12.5%. Our recent acquisitions within the Insurance segment, represented an increase of $21.2 million in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased $25.6 million or 6.9%. The increase ~~was primarily due to increases~~ in salaries and employee benefits of ~~$17.1~~$7.0 million ~~data costs~~included a reduction in our pension benefit of ~~$4.1~~$1.4 million, primarily due to the decline in market value of our pension investments in late 2018. These increases were partially offset by decreases in rent and facilities expenses of ~~$2.9 million, information technology expenses of $1.1~~$0.3 million and ~~other operating~~data costs of ~~$0.4~~$0.3 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Insurance segment were ~~$57.5~~$68.4 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$48.6~~$52.4 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$8.9~~$16.0 million or ~~18.3%~~30.3%. Our recent acquisitions primarily related to salaries and employee benefits, and acquisition-related costs (earn-out) within the Insurance segment accounted for an increase of ~~$4.6~~$2.2 million and $7.4 million, respectively, in ~~SGA, primarily related to salaries and employee benefits.~~SGA. Excluding costs associated with our recent acquisitions and acquisition-related costs (earn-out), SGA increased ~~$4.3~~$6.4 million or ~~9.2%~~11.9%. The increase was primarily due to increases in salaries and employee benefits of ~~$2.2~~$5.1 million, information technology expenses of $1.0 million, professional consulting costs of ~~$0.8~~$0.1 million, and other general expenses of ~~$0.3~~$0.2 million.

Selling, general and administrative expenses for our Insurance segment were $163.3 million for the nine months ended September 30, 2018 compared to $143.1 million for the nine months ended September 30, 2017, an increase of $20.2 million or 14.1%. Our recent acquisitions within the Insurance segment accounted for an increase of $7.7 million in SGA, primarily related to salaries and employee benefits and transaction costs. Excluding costs associated with our recent acquisitions, SGA increased $12.5 million or 9.0%. The increase ~~was primarily due to increases~~ in salaries and employee benefits of ~~$7.9~~$5.1 million ~~information technology expenses~~included a reduction in our pension benefit of ~~$2.1~~$0.3 million, ~~professional consulting costs~~primarily due to the decline in market value of ~~$1.6 million, and other general expenses of $0.9 million.~~our pension investments in late 2018.

EBITDA Margin

EBITDA for our Insurance segment was ~~$700.4~~$232.3 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$635.7~~$224.0 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The EBITDA margin for our Insurance segment was ~~55.2%~~51.5% for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~55.5%~~54.3% for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The EBITDA margin for the three months ended March 31, 2019 was negatively impacted by the recent acquisitions and acquisition-related costs (earn-out).

Energy and Specialized Markets

Revenues

Revenues for our Energy and Specialized Markets segment were ~~$127.7~~$130.8 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$111.4~~$125.5 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$16.3~~$5.3 million or ~~14.6%~~4.2%. ~~Excluding revenue of $9.0 million from our recent acquisitions, Energy and Specialized Markets revenue increased $7.3 million or 6.6% for the three months ended September 30, 2018.~~ The increase within this segment primarily resulted from an increase in our market and cost intelligence solutions, the continuing end-market improvements in the energy sector, ~~and growth in our environmental health and safety services revenue.~~

Revenues for our Energy and Specialized Markets segment were $383.1 million for the nine months ended September 30, 2018 compared to $328.0 million for the nine months ended September 30, 2017, an increase of $55.1 million or 16.8%. Excluding revenue of $29.3 million from our recent acquisitions, Energy and Specialized Markets revenue increased $25.8 million or 7.9% for the nine months ended September 30, 2018. The increase within this segment primarily resulted from continuing end-market improvements in the energy sector, favorable currency fluctuations in the energy business and growth in our environmental health and safety services revenue.

Cost of Revenues

Cost of revenues for our Energy and Specialized Markets segment was ~~$53.2~~$56.5 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$49.0~~$55.7 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of ~~$4.2~~$0.8 million or ~~8.3%~~1.4%. Our ~~recent acquisitions~~acquisition-related costs (earn-out) within the Energy and Specialized Markets segment represented ~~an increase~~a decrease of ~~$3.3~~$0.2 million in cost of ~~revenues, which was primarily related to salaries and employee benefits.~~revenues. Excluding the impact ofassociated with our ~~recent acquisitions,~~acquisition-related costs (earn-out), our cost of revenues increased ~~$0.9~~$1.0 million or ~~1.9%~~2.0%. The increase was primarily due to increases in salaries and employee benefits costs of ~~$0.4~~$1.4 million, and data costs of $0.3 million. These increases were partially offset by decreases in rent and facilities expenses of $0.2 million, and other operating costs of $0.5 ~~million.~~

Cost of revenues for our Energy and Specialized Markets segment was $164.7 million for the nine months ended September 30, 2018 compared to $143.5 million for the nine months ended September 30, 2017, an increase of $21.2 million or 14.7%. Our recent acquisitions within the Energy and Specialized Markets segment represented an increase of $11.3 million in cost of revenues, which was primarily related to salaries and employee benefits. Excluding the impact of our recent acquisitions, our cost of revenues increased $9.9 million or 6.9%. The increase was primarily due to increases in salaries and employee benefits costs of $6.6 million, information technology expenses of $0.5 million, rent and facilities expenses of $0.4 million, and other operating costs of $2.6 million. These increases were partially offset by a decrease in data costs of $0.2 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Energy and Specialized Markets segment were $37.6 million for the three months ended March 31, 2019 compared to $34.1 million for the three months ended ~~September 30,~~March 31, 2018, ~~compared to $28.3 million for the three months ended September 30, 2017,~~ an increase of ~~$5.8~~$3.5 million or ~~20.4%~~10.2%. Our recent ~~acquisitions~~acquisition primarily related to transaction costs, and acquisition-related costs (earn-out) within the Energy and Specialized Markets segment, ~~accounted for~~represented an increase of ~~$3.4~~$1.0 million and $2.5 million, respectively, in ~~SGA, primarily related to salaries and employee benefits and transaction costs.~~SGA. Excluding ~~costs~~the impacts associated with our recent ~~acquisitions,~~acquisition and acquisition-related costs (earn-out), our SGA increased $2.4 million or 8.6%. The increase was primarily due to increases in salaries and employee benefits of $1.9 million, information technology expenses of $0.3 million, professional consulting costs of $0.1 million, and other general expenses of $0.1 million.

Selling, general and administrative expenses for our Energy and Specialized Markets segment were $103.6 million for the nine months ended September 30, 2018 compared to $84.1 million for the nine months ended September 30, 2017, an increase of $19.5 million or 23.1%. Our recent acquisitions within the Energy and Specialized Markets segment accounted for an increase of $10.5 million in SGA, primarily related to salaries and employee benefits and transaction costs. Excluding costs associated with our recent acquisitions, SGA increased $9.0 million or 10.7%. The increase was primarily due to increases in salaries and employee benefits of $6.5 million, information technology expenses of $0.7 million, and other general expenses of $1.8 million.remained unchanged.

EBITDA Margin

EBITDA for our Energy and Specialized Markets segment was ~~$116.0~~$36.2 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$99.1~~$33.6 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The EBITDA margin for our Energy and Specialized Markets segment was ~~30.3%~~27.7% for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~30.2%~~26.8% for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018.

Financial Services

Revenues

Revenues for our Financial Services segment were ~~$43.3~~$43.0 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$41.7~~$43.1 million for the three months ended ~~September 30, 2017, an increase~~March 31, 2018, a decrease of ~~$1.6~~$0.1 million or ~~4.0%~~0.1%. ~~Excluding revenue of $5.1 million from our recent acquisitions, Financial Services revenue decreased $3.5 million or 9.8% for the three months ended September 30, 2018.~~ The slight decrease within this segment was primarily ~~resulted from a $6.0 million nonrecurring project revenue that occurred during~~due to the ~~three months ended September 30, 2017 and did not reoccur in 2018.~~

~~Revenues for our Financial Services segment were $128.4 million for the nine months ended September 30, 2018 compared to $101.6 million for the nine months ended September 30, 2017, an increase~~completion of $26.8 million or 26.3%. Excluding revenue of $28.4 million from our recent acquisitions, Financial Services revenue decreased $1.6 million or 1.6% for the nine months ended September 30, 2018. The decrease within this segment primarily resulted from a $6.0 million nonrecurring project revenue earned in the third quarter of 2017 and did not reoccur in 2018, partially offset by the growing demand for ourcertain enterprise data management ~~and portfolio management~~ solutions ~~revenue.~~in prior year that did not re-occur.

Cost of Revenues

Cost of revenues for our Financial Services segment was ~~$23.9~~$24.3 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$20.2~~$26.8 million for the three months ended ~~September 30, 2017, an increase~~March 31, 2018, a decrease of ~~$3.7~~$2.5 million or ~~18.8%~~9.6%. Our ~~recent acquisitions~~acquisition-related costs (earn-out) within the Financial Services segment represented ~~an increase~~a decrease of ~~$3.2~~$3.1 million in cost of ~~revenues, which was primarily related to salaries and employee benefits.~~revenues. Excluding the impact ofassociated with our ~~recent acquisitions,~~acquisition-related costs (earn-out), our cost of revenues increased ~~$0.5~~$0.6 million or ~~2.9%. The~~1.8%.The increase was primarily due to increases in salaries and employee benefits costs of ~~$1.0~~$0.4 million, ~~data costs~~information technology expenses of $0.4 million, rent and ~~information technology~~facilities expenses of $0.2 million, and data costs of $0.1 million. These increases were partially offset by a decrease in other operating costs of ~~$1.0 million.~~

Cost of revenues for our Financial Services segment was $75.3 million for the nine months ended September 30, 2018 compared to $56.2 million for the nine months ended September 30, 2017, an increase of $19.1 million or 33.9%. Our recent acquisitions within the Financial Services segment represented an increase of $18.6 million in cost of revenues, which was primarily related to salaries and employee benefits and an acquisition contingent payment. Excluding the impact of our recent acquisitions, our cost of revenues increased $0.5 million or 0.9%. The increase was primarily due to increases in salaries and employee benefits costs of $1.6 million and information technology expenses of $0.1 million. These increases were partially offset by a decrease in other operating costs of $1.2 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for our Financial Services segment were ~~$4.1~~$5.4 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$4.0~~$5.3 million for the three months ended ~~September 30, 2017,~~March 31, 2018, an increase of $0.1 million or ~~3.3%~~3.7%. ~~Excluding~~Our acquisition-related costs associated with our recent acquisitions, SGA increased $0.5 million or 21.8%. The increase was primarily due to an increase in salaries and employee benefits of $0.6 million, partially offset by a decrease in other general expenses of $0.1 million. Our recent acquisitions(earn-out) within the Financial Services segment, ~~accounted for~~represented a decrease of $0.4 million in ~~SGA, primarily related to lower acquisition related fees.~~

~~Selling, general and administrative expenses for our Financial Services segment were $14.1 million for~~SGA. Excluding the nine months ended September 30, 2018 compared to $8.4 million for the nine months ended September 30, 2017, an increase of $5.7 million or 69.5%. Our recent acquisitions within the Financial Services segment accounted for an increase of $3.8 million in SGA, primarily related to salaries and employee benefits, and transaction costs. Excluding costsimpact associated with our ~~recent acquisitions,~~acquisition-related costs (earn-out), our SGA increased ~~$1.9~~$0.5 million or ~~30.7%~~13.0%. The increase was primarily due to increases in ~~salaries and employee benefits of $1.2 million and~~ professional consulting costs of ~~$0.7~~$0.4 million, and information technology expenses of $0.1 million.

EBITDA Margin

EBITDA for our Financial Services segment was ~~$40.9~~$13.3 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$37.3~~$11.2 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The EBITDA margin for our Financial Services segment was ~~31.8%~~30.8% for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~36.8%~~26.0% for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The ~~decrease in~~ EBITDA ~~margin was primarily due to an acquisition contingent payment of $3.5 million related to the Fintellix acquisition that negatively impacted our~~ margin for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2018 was negatively impacted by the acquisition-related costs (earn-out).

Liquidity and Capital Resources

As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, we had cash and cash equivalents and available-for-sale securities of ~~$151.6~~$183.2 million and ~~$146.1~~$142.8 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 annual or multi-year subscription period in annual amounts. Most of our 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 $1,500.0 million ~~Syndicated Revolving Credit Facility, or the~~ 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 (deferred revenues). This current liability is deferred revenue that does not require a direct cash outflow since our customers have prepaid and are obligated to purchase the services. In most businesses, growth in revenue typically leads to an increase in the accounts receivable balance causing a use of cash as a company grows. Unlike 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 as a percentage of consolidated revenues for the nine months ended September 30, 2018 and 2017, were 8.7% and 7.2%, respectively. Expenditures related to developing and enhancing our solutions are predominately related to internal use software and are capitalized and amortized over a period of three to seven years in accordance with ASC 350-40, "~~Accounting for Costs of Computer Software Developed or Obtained for Internal Use." We also capitalize amounts in accordance with ASC 985-20, "Software to be Sold, Leased or Otherwise Marketed~~."

We have also historically used a portion of our cash for repurchases of our common stock from our stockholders. During the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ we repurchased ~~$282.2~~$75.0 million and ~~$276.2~~$36.2 million of our common stock, respectively.

Financing and Financing Capacity

We had total short-term and long-term debt, excluding capital lease obligations and the original issue discounts and debt issuance costs on our senior notes and credit facility, of ~~$2,585.0~~$2,620.0 million and ~~$3,015.0~~$2,715.0 million at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. As of ~~September 30, 2018,~~March 31, 2019, we were in compliance with our financial and other debt covenants.

As of ~~September 30, 2018,~~March 31, 2019, we had a borrowing capacity of $1,500.0 million, of which ~~$1,208.3~~$1,324.6 million, net of outstanding letters of credit, was available for borrowings under the Credit Facility with Bank of America N.A., JP Morgan Chase, N.A., and a syndicate of other banks. The Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, and the share repurchase program.

The Credit Facility contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, investments, and capital expenditures. These covenants also place restrictions on mergers, asset sales, sale/leaseback transactions, ~~payments between us and our subsidiaries,~~ and certain transactions with affiliates. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.0 to 1.0 and that we maintain, during any period of four fiscal quarters, a consolidated funded debt leverage ratio of 3.5 to 1.0. WeAs of March 31, 2019, we were in compliance with all financial and other debt covenants under the Credit ~~Facility as of September 30, 2018.~~Facility. Interest on borrowings under

the Credit Facility is payable at an interest rate of LIBOR plus 1.125% to 1.625%, depending upon the consolidated funded debt leverage ratio. ~~A commitment fee on any unused balance is payable periodically and will range from 12.5 to 25.0 basis points based upon the consolidated funded debt leverage ratio.~~ As of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, we had outstanding borrowings under the Credit Facility of ~~$285.0~~$170.0 million and ~~$715.0~~$415.0 million, respectively. During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, we had borrowings of ~~$145.0~~$275.0 million and repayments of ~~$575.0~~$520.0 million under the Credit Facility. ~~Subsequent to September 30, 2018,~~In April 2019, we ~~had~~repaid $70.0 million of our outstanding borrowings as of ~~$35.0 million and repayments of $25.0 million~~March 31, 2019, under the Credit Facility.

Cash Flow

The following table summarizes our cash flow data for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Nine Months Ended September 30,						Percentage Change		Three Months Ended March 31,						Percentage Change
	2018			2017			Percentage Change		2019			2018			Percentage Change

	(In millions)								(in millions)
Net cash provided by operating activities	$	761.0		$	592.1		28.5	%	$	366.1		$	327.0		12.0	%
Net cash used in investing activities	$	(103.8	)	$	(823.9	)	(87.4	)%	$	(120.3	)	$	(68.5	)	75.6	%
Net cash (used in) provided by financing activities	$	(648.5	)	$	234.3		(376.8	)%
Net cash used in financing activities									$	(206.4	)	$	(254.2	)	(18.8	)%

Operating Activities

Net cash provided by operating activities was ~~$761.0~~$366.1 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$592.1~~$327.0 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2018. The increase in net cash provided by operating activities was primarily related to an increase in cash receipts from customers driven by an increase in revenues and operating profit ~~as well as~~and a decrease in ~~tax~~interest payments, ~~due to tax reform passed in 2017,~~ partially offset by an increase in ~~interest~~tax payments.

Investing Activities

Net cash used in investing activities of ~~$103.8~~$120.3 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 was primarily related to current year acquisitions ~~including escrow payments,~~ of ~~$67.7~~$69.1 million and capital expenditures of ~~$154.5 million, partially offset by proceeds from the repayment of subordinated promissory note receivable of $121.4~~$45.2 million. Net cash used in investing activities of ~~$823.9~~$68.5 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 was primarily related to prior year acquisitions, including escrow payments, of ~~$705.2~~$22.2 million and capital expenditures of ~~$113.8~~$43.2 million. The ~~$40.7~~$2.0 million increase in capital expenditures for the ~~for the nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 was primarily related to capitalized software development costs, partially offset by a decrease in the purchase of aircraft ~~sensors,~~ and ~~software development for our aerial imagery business.~~sensors.

Financing Activities

Net cash used in financing activities of ~~$648.5~~$206.4 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 was primarily driven by net ~~debt~~ repayments on our Credit Facility of ~~$430.0~~$245.0 million and on our current portion of long-term debt of $250.0 million, repurchases of common stock of $75.0 million, and dividend payments of $40.9 million, partially offset by proceeds from issuance of long-term debt, net of original issue discount, of $397.9 million, and proceeds from stock option exercises of $11.6 million. Net cash used in financing activities of $254.2 million for the three months ended March 31, 2018 was primarily related to net repayments under our Credit Facility of $235.0 million and repurchases of common stock of ~~$282.2~~$36.2 million, partially offset by proceeds from stock option exercises of $74.7 million. Net cash provided by financing activities of $234.3 million for the nine months ended September 30, 2017 was primarily related to borrowings, net of payments, from our Credit Facility of $495.0 million and proceeds from stock options exercises of $26.0 million, partially offset by repurchases of common stock of $276.2$17.5 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 ~~20, 2018.~~19, 2019 except as noted below.

On March 6, 2019, we completed an issuance of $400.0 million aggregate principal amount of 4.125% senior notes due 2029, or the 2029 notes. The 2029 notes mature on March 15, 2029 and accrue interest at a fixed rate of 4.125% per annum. Interest is payable semiannually on the 2029 notes on March 15th and September 15th of each year, beginning on September 15, 2019. We received net proceeds of $394.0 million after deducting original issue discount and debt issuance costs of $2.1 million and $3.9 million, respectively.

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 U.S. 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 acquisition purchase price allocations, revenue recognition, goodwill and intangible assets, pension and other post retirement benefits, stock-based compensation, income taxes and allowance for doubtful accounts. 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 ~~20, 2018.~~19, 2019. Since the date of our annual report on Form 10-K, there have been no material changes to our critical accounting policies and estimates other than the items noted below.

Effective January 1, ~~2018,~~2019, we adopted the requirements of ~~Topic 606~~ASC 842 using the modified retrospective method. The related critical accounting policies and disclosures ~~were~~are presented in Part I Item 1. ~~Note~~Notes 2 and ~~Note 3~~5 to our condensed consolidated financial statements for the three ~~and nine~~ months ended ~~September 30, 2018.~~March 31, 2019.



Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Market risks at ~~September 30, 2018~~March 31, 2019 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 ~~20, 2018.~~19, 2019.



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, 2018,~~March 31, 2019, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, 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.

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 1. Note 15 to our condensed consolidated financial statements for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 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 ~~20, 2018.~~19, 2019.



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, since May 2010, of up to $3.3 billion. In December 2018, we entered into an Accelerated Share Repurchase, or ASR, agreement to repurchase shares of our common stock for an aggregate purchase price of $75.0 million and was settled in March 2019. Also in March 2019, we entered into an additional ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $50.0 million; this ASR will be settled in June 2019. Under the Repurchase Program, we may repurchase stock in the market or as otherwise determine by us. As of ~~September 30, 2018,~~March 31, 2019, we had ~~$584.0~~$352.6 million available to repurchase ~~shares, which included the authorization of $500.0 million approved on May 16, 2018.~~shares. These authorizations have no expiration dates and may be suspended or terminated at any time. On September 14, 2018, the Company entered into an Accelerated Share Repurchase ("ASR") agreement to repurchase shares of its common stock for an aggregate purchase price of $50.0 million. The ASR will be effective October 1, 2018. Since the introduction of share repurchase as a feature of our capital management strategies in 2010, we have repurchased shares with an aggregate value of ~~$2,716.0~~$2,947.4 million. Our share repurchases for the quarter ended ~~September 30, 2018~~March 31, 2019 are set forth below:

Total Number of Approximate Dollar

Shares Purchased Value of Shares that

Total Number Average as Part of Publicly May Yet Be

of Shares Price Paid Announced Plans Purchased Under the
Period Purchased per Share or Programs Plans or Programs
(in millions)
July 1, 2018 through July 31, 2018 371,609
$ 107.64
371,609
$ 645.8
August 1, 2018 through August 31, 2018 135,436
$ 118.88
135,436
$ 629.7
September 1, 2018 through September 30, 2018 355,912
$ 128.40
355,912
$ 584.0

862,957

862,957



				Total Number of	Approximate Dollar
				Shares Purchased	Value of Shares that
	Total Number	Average		as Part of Publicly	May Yet Be
	of Shares	Price Paid		Announced Plans	Purchased Under the
Period	Purchased	per Share		or Programs	Plans or Programs
						(in millions)
January 1, 2019 through January 31, 2019	550,257	$	109.04	550,257	$	367.6
February 1, 2019 through February 28, 2019	—	$	—	—	$	367.6
March 1, 2019 through March 31, 2019	86,333	$	117.82	86,333	$	352.6
	636,590			636,590



Item 3.	Defaults Upon Senior Securities

None.



Item 4.	Mine Safety Disclosures

None.



Item 5.	Other Information

None.



Item 6.	Exhibits

See Exhibit Index.

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: ~~October~~April 30, ~~2018~~2019	By:	/s/ Lee M. Shavel
		Lee M. Shavel
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Officer)

EXHIBIT INDEX



Exhibit Number		Description
4.1		Senior Notes Indenture, dated March 6, 2019, among Verisk Analytics, Inc. and Wells Fargo Bank, National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated March 6, 2019.

4.2		First Supplemental Indenture, dated March 6, 2019, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated March 6, 2019.

31.1		Certification of the Chief Executive Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*

31.2		Certification of the Chief Financial Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*

32.1		Certification of the Chief Executive Officer and Chief Financial Officer of Verisk Analytics, Inc. pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.*

101.INS		XBRL Instance Document.*

101.SCH		XBRL Taxonomy Extension Schema.*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase.*

101.DEF		XBRL Taxonomy Definition Linkbase.*

101.LAB		XBRL Taxonomy Extension Label Linkbase.*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase.*



*	Filed herewith.

4236



	December 31, 2017		Adjustments due to Topic 606				January 1, 2018
Accounts receivable	$	345.5	$	3.0		⁽¹⁾	$	348.5
Prepaid expenses	$	38.1	$	14.9		⁽²⁾	$	53.0
Other assets	$	214.5	$	27.0		⁽²⁾	$	241.5
Deferred revenues	$	384.7	$	(1.5	)		$	383.2
Deferred income tax liabilities	$	337.8	$	11.2			$	349.0
Retained earnings	$	3,308.0	$	35.2			$	3,343.2



	As of September 30, 2018 under Topic 605		Adjustments due to Topic 606			As of September 30, 2018 under Topic 606
Accounts receivable	$	319.5	$	4.7		$	324.2
Prepaid expenses	$	43.1	$	16.3		$	59.4
Other assets	$	99.7	$	30.4		$	130.1
Accounts payable and accrued liabilities	$	242.9	$	0.8		$	243.7
Deferred revenues	$	433.9	$	(0.7	)	$	433.2
Deferred income tax liabilities	$	329.2	$	12.4		$	341.6
Retained earnings	$	3,757.5	$	38.9		$	3,796.4



Grant Date	Service Vesting Period	Stock Options	Restricted Stock	Common Stock	Performance Share Units
January 1 to September 30, 2018	Four-year graded vesting	899,492	192,805	—	—
April 1, 2018	Three-year cliff vesting	—	—	—	46,705
July 1, 2018	One-year graded vesting	17,402	11,880	—	—
July 1 to September 30, 2018	Not applicable	19,798	1,858	1,094	—
		936,692	206,543	1,094	46,705



	2018			2017
Option pricing model		Black-Scholes			Black-Scholes
Expected volatility		18.51	%		18.72	%
Risk-free interest rate		2.52	%		1.82	%
Expected term in years		4.4			4.5
Dividend yield		—	%		��	%
Weighted average grant date fair value per stock option	$	21.37		$	15.71



	Number of Options		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at December 31, 2017	8,907,109		$	53.31	$	380.2
Granted	936,692		$	104.24
Exercised	(2,301,868	)	$	33.83	$	172.5
Cancelled or expired	(269,397	)	$	78.53
Outstanding at September 30, 2018	7,272,536		$	65.10	$	403.2
Exercisable at September 30, 2018	4,794,316		$	53.27	$	322.5
Exercisable at December 31, 2017	5,995,339		$	41.50	$	326.8



	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding at December 31, 2017	604,464		$	78.28
Granted	253,248		$	111.04
Vested	(214,320	)	$	76.02
Forfeited	(53,120	)	$	87.38
Outstanding at September 30, 2018	590,272		$	92.32



	For the Nine Months Ended
	September 30, 2018												September 30, 2017
	Insurance			Energy and Specialized Markets			Financial Services			Total			Insurance			Energy and Specialized Markets			Financial Services			Total
Revenues	$	1,269.7		$	383.1		$	128.4		$	1,781.2		$	1,145.3		$	328.0		$	101.6		$	1,574.9
Expenses:
Cost of revenues (exclusive of items shown separately below)		(422.2	)		(164.7	)		(75.3	)		(662.2	)		(375.4	)		(143.5	)		(56.2	)		(575.1	)
Selling, general and administrative		(163.3	)		(103.6	)		(14.1	)		(281.0	)		(143.1	)		(84.1	)		(8.4	)		(235.6	)
Investment income and others, net		16.2			1.2			1.9			19.3			8.9			(1.3	)		0.3			7.9
EBITDA		700.4			116.0			40.9			857.3			635.7			99.1			37.3			772.1
Depreciation and amortization of fixed assets		(77.6	)		(32.2	)		(11.8	)		(121.6	)		(68.0	)		(26.1	)		(5.3	)		(99.4	)
Amortization of intangible assets		(16.8	)		(64.2	)		(17.5	)		(98.5	)		(9.4	)		(52.1	)		(12.1	)		(73.6	)
Less: Investment income and others, net		(16.2	)		(1.2	)		(1.9	)		(19.3	)		(8.9	)		1.3			(0.3	)		(7.9	)
Operating income	$	589.8		$	18.4		$	9.7			617.9		$	549.4		$	22.2		$	19.6			591.2
Investment income and others, net											19.3												7.9
Interest expense											(97.1	)											(87.3	)
Income before income taxes										$	540.1											$	511.8