Acquisitions | Acquisitions 2018 Acquisitions On December 14, 2018, the Company acquired Rulebook for a net cash purchase price of $86.1 million , of which $8.6 million represents contingent escrows. Rulebook’s proprietary pricing engine can be used for internal pricing and underwriting as well as external distribution for the insurance market through its platform. Rulebook furthers the Company's goal of providing solutions to the global insurance market, including a comprehensive chain of solutions to specialty insurers for mitigating risk and optimizing total cost of operations. Rulebook is part of the underwriting and ratings category within the Insurance segment. The preliminary purchase price allocation of the acquisition is presented in the table below. On June 20, 2018, the Company acquired 100 percent of the stock of Validus-IVC Limited ("Validus"), a provider of claims management solutions and developer of the subrogation portal in the UK, verify TM , for a net cash purchase price of $46.1 million , of which $5.9 million represents contingent escrows. Validus has become part of the claims category within the Company's Insurance segment. The integration of Validus' verify TM platform with the Company's global claims analytic services allows insurers to take advantage of enhanced analytic and technology tools to help improve and automate the claims settlement process. 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 resulted in the following: Rulebook Validus Others Total Cash and cash equivalents $ 0.2 $ 0.9 $ 2.2 $ 3.3 Accounts receivable 2.3 1.5 1.1 4.9 Current assets — 6.2 0.3 6.5 Fixed assets — 0.4 0.2 0.6 Intangible assets 25.1 20.9 8.4 54.4 Goodwill 60.2 24.7 16.3 101.2 Other assets 8.6 — 0.4 9.0 Total assets acquired 96.4 54.6 28.9 179.9 Current liabilities 0.7 4.2 1.0 5.9 Deferred revenues — 0.1 1.4 1.5 Deferred income taxes, net 0.8 3.2 1.6 5.6 Other liabilities 8.6 0.1 1.3 10.0 Total liabilities assumed 10.1 7.6 5.3 23.0 Net assets acquired 86.3 47.0 23.6 156.9 Less: Cash acquired (0.2 ) (0.9 ) (2.2 ) (3.3 ) Net cash purchase price $ 86.1 $ 46.1 $ 21.4 $ 153.6 The preliminary amounts assigned to intangible assets by type for the 2018 acquisitions are summarized in the table below: Weighted Average Useful Life Total Technology-based 6 years $ 30.3 Marketing-related 9 years 4.0 Customer-related 10 years 20.1 Total intangible assets $ 54.4 The preliminary allocations of the purchase price for the 2018 acquisitions are subject to revisions as additional information is obtained and assessed 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. The goodwill of $100.7 million associated with the purchases of Rulebook, Validus, Business Insight and Marketview is not deductible for tax purposes. For the year ended December 31, 2018 , the Company incurred transaction costs related to acquisitions of $1.5 million , which are included within "Selling, general and administrative" expenses in the accompanying consolidated statements of operations. Refer to Note 12. Goodwill and Intangible Assets for further discussion. The 2018 acquisitions were immaterial, both individually and in the aggregate, to the Company's consolidated financial statements for the years ended December 31, 2018 , 2017 and 2016 and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented. 2017 Acquisitions On December 29, 2017, the Company acquired 100 percent of the stock of PowerAdvocate, Inc. ("PowerAdvocate"), a provider of market, cost intelligence, and supply chain solutions serving the energy sector, for a net cash purchase price of $200.4 million , of which $10.0 million represents indemnity escrows. Within the Energy and Specialized Markets segment, PowerAdvocate expands the Company's offerings to the energy sector by adding proprietary spend data and cost models and providing insight into customers' cost savings opportunities. The final purchase price allocation of the acquisition is presented in the table below. On December 22, 2017, the Company acquired 100 percent of the asset of Service Software, LLC. ("Service Software"), a provider of business management software for the construction industry, for a net cash purchase price of $6.8 million , of which $0.5 million represents indemnity escrows. Within the Insurance segment, Service Software expands the Company's offerings to the insurance sector by integrating with the existing loss quantification solutions, which makes it possible for restoration professionals to save time by sharing job information, reducing duplicate data entry, and increasing productivity. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below. On November 9, 2017, the Company acquired 100 percent of the stock of Rebmark Legal Solutions Limited. ("Rebmark"), a provider of injury claims solutions, for a net cash purchase price of $2.5 million , of which $0.2 million represents indemnity escrows. Rebmark has become part of the insurance vertical within the Insurance segment. Rebmark’s solutions aid claimant and defendant lawyers, barristers, and claims handlers with the preparation of schedules of loss, which is useful in complex, high-value injury claims where calculations can be time-consuming and there is greater potential for error. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below. On August 31, 2017, the Company acquired 100 percent of the stock of Lundquist Consulting, Inc. ("LCI"), a provider of risk insight, prediction, and management solutions for banks and creditors, for a net cash purchase price of $150.6 million , of which $12.8 million represents indemnity escrows. LCI has become part of the Financial Services segment. This acquisition brings together the Company's proprietary data assets and LCI's proprietary time-series data, including consumer and commercial bankruptcies, consumer behavior, and legal and technical terms associated with debtor settlements. The final purchase price allocation of the acquisition is presented in the table below. On August 23, 2017, the Company acquired 100 percent of the stock of Sequel Business Solutions Limited. ("Sequel"), a provider of commercial and specialty insurance and reinsurance software based in the U.K., for a net cash purchase price of $320.3 million . Sequel has become part of the Insurance segment. The acquisition of Sequel further enhances the Company's comprehensive offerings to the global complex commercial and specialty insurance industry, enabling integrated global data analytics through a specialized end-to-end workflow solution. The final purchase price allocation of the acquisition is presented in the table below. On August 3, 2017, the Company acquired 100 percent of the stock of G2 Web Services, LLC ("G2"), a provider of merchant risk intelligence solutions for acquirers, commercial banks, and other payment system providers, for a net cash purchase price of $112.0 million , of which $5.6 million represents indemnity escrows. G2 has become part of the Financial Services segment. The acquisition of G2 positions the Company to further enhance its offerings to clients and partners, by providing solutions that help fight fraud, transaction laundering, and reputational risk within the global payments and e-commerce ecosystem. The final purchase price allocation of the acquisition is presented in the table below. During the three months ended June 30, 2017, the Company acquired 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"), a group of similar but unrelated companies, which gives the Company broad geographic coverage of the United States for aerial image capture purposes. The Aerial Imagery acquisitions provide multi-spectral aerial photographic services with expertise in offering digital photogrammetric and remote sensing data for mapping and surveying applications. The purchase consideration consists of an aggregate net cash purchase price of $28.1 million and a holdback of $3.1 million . Within the Company's Insurance segment, the Aerial Imagery acquisitions enable the Company to enhance and maintain its database of images with the required frequency, resolution, and coverage across the United States ("U.S.") to support the Company's objective as the leading provider of loss quantification data, analytics, and decision-support solutions to the insurance industry, and the photogrammetry, surveying, mapping and other related markets. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below. On May 19, 2017, the Comp any acquired 100 percent of the stock o f MAKE Consulting A/S ("MAKE"), a research and advisory business specializing in wind power, for a net cash purchase price of $16.9 million , of which $2.7 million represents indemnity escrows. MAKE has become part of the Energy and Specialized Markets segment. MAKE enhances the Company's offering to existing customers and forms a market analysis and advisory consortium on renewables and the transformation of the global electricity industry. With detailed coverage of power market fundamentals, solar, wind, energy storage, and grid edge technologies, the Energy and Specialized Markets segment is positioned to bring customers market analysis and insight on the evolution of the energy landscape and provide a comprehensive platform for the future. The final purchase price allocation of the acquisition is presented in the table below. On March 31, 2017, the Company acquired 100 percent of the stock of Fintellix Solutions Private Limited ("Fintellix"), a Bangalore-based data solutions company specializing in the development of data management platforms and regulatory reporting solutions for financial institutions, for a net cash purchase price of $16.9 million , of which $1.8 million represents indemnity escrows. Fintellix has become part of the Financial Services segment. The acquisition of Fintellix positions the Company to expand the data hosting and regulatory platforms and better address the increasingly complex needs of its customers. The final purchase price allocation of the acquisition is presented in the table below. On February 24, 2017, the Company acquired 100 percent of the stock of Emergent Network Intelligence Limited (“ENI”), a developer in insurance claims efficiency and fraud detection solutions based in the United Kingdom ("U.K."), for a net cash purchase price of $6.1 million , of which $0.5 million represents indemnity escrows. With the acquisition of ENI within the Insurance segment, the Company's customers in the U.K. can take advantage of technologically advanced tools that allow them to improve motor vehicle claims workflow and reduce their costs and exposure to fraud. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below. On February 16, 2017, the Company acquired 100 percent of the stock of Healix International Holdings Limited (“Healix”), a software analytics provider in automated medical risk assessment for the travel insurance industry, for a net cash purchase price of $52.4 million , of which $7.5 million represents indemnity escrows. Healix is within the Company's Insurance segment. The acquisition further expands the Company's offerings for the global insurance industry, providing solutions that are embedded with customer workflows and can help underwrite medical coverage for travelers with greater speed, accuracy, and efficiency. The final purchase price allocation of the acquisition is presented in the table below. On January 21, 2017, the Company acquired 100 percent of the stock of Arium Limited ("Arium") for a net cash purchase price of $1.9 million . Arium specializes in liability risk modeling and decision support. Arium has become part of the Insurance segment, and enables the Company to provide its customers with additional modeling solutions and analytics for the casualty market. The final purchase price allocation of the acquisition is presented as part of "Others" in the table below. The final purchase price allocations, inclusive of closing adjustments, of the 2017 acquisitions resulted in the following: Power LCI Sequel G2 MAKE Fintellix Healix Others Total Cash and cash equivalents $ 7.7 $ 1.1 $ 16.0 $ 0.9 $ 1.5 $ 1.1 $ 0.9 $ 0.7 $ 29.9 Accounts receivable 8.3 2.9 7.5 2.5 0.9 2.1 0.9 2.0 27.1 Current assets 1.2 0.1 1.4 3.2 2.7 0.3 — 0.7 9.6 Fixed assets 0.3 5.1 7.6 6.4 0.1 0.1 — 11.4 31.0 Intangible assets 109.6 59.0 102.4 45.3 6.9 6.6 24.1 9.6 363.5 Goodwill 150.1 99.5 233.9 72.0 12.9 12.0 32.2 27.3 639.9 Other assets 10.0 — — 2.8 — 2.0 — 0.2 15.0 Total assets acquired 287.2 167.7 368.8 133.1 25.0 24.2 58.1 51.9 1,116.0 Current liabilities 6.4 1.1 9.9 3.4 3.5 1.9 1.1 1.5 28.8 Deferred revenues 14.7 0.3 4.0 0.4 1.5 0.8 0.1 0.6 22.4 Deferred income taxes, net 18.6 14.6 18.6 13.6 1.6 1.7 3.6 0.6 72.9 Other liabilities 39.9 — — 2.8 — 1.8 — 0.2 44.7 Total liabilities assumed 79.6 16.0 32.5 20.2 6.6 6.2 4.8 2.9 168.8 Net assets acquired 207.6 151.7 336.3 112.9 18.4 18.0 53.3 49.0 947.2 Cash acquired (7.7 ) (1.1 ) (16.0 ) (0.9 ) (1.5 ) (1.1 ) (0.9 ) (0.7 ) (29.9 ) Net cash purchase price $ 199.9 $ 150.6 $ 320.3 $ 112.0 $ 16.9 $ 16.9 $ 52.4 $ 48.3 $ 917.3 The final amounts assigned to intangible assets by type for the 2017 acquisitions are summarized in the table below: Weighted Average Useful Life Total Technology-based 9 years $ 96.3 Marketing-related 5 years 22.0 Customer-related 13 years 202.3 Database-related 14 years 42.9 Total intangible assets $ 363.5 For the year ended December 31, 2018 , the Company finalized the purchase accounting for the 2017 acquisitions 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 consolidated statements of operations for the years ended December 31, 2018 and 2017 . The goodwill of $628.2 million associated with the stock purchases of PowerAdvocate, Rebmark, LCI, Sequel, G2, MAKE, Fintellix, ENI, Healix and Arium is not deductible for tax purposes, with the exception of $20.2 million of goodwill attributable to G2. The goodwill of $18.3 million associated with the purchases of Service Software and Aerial Imagery acquisitions is deductible for tax purposes. For the year ended December 31, 2017 , the Company incurred transaction costs related to these acquisitions of $6.8 million , which are included within "Selling, general and administrative" expenses in the accompanying consolidated statements of operations. Refer to Note 12. Goodwill and Intangible Assets for further discussion. The 2017 acquisitions were immaterial, both individually and in the aggregate, to the Company's consolidated financial statements for the years ended December 31, 2017 and 2016 and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented. 2016 Acquisitions On November 23, 2016, the Company acquired the net assets of IntelliStance, LLC ("MarketStance"), a provider of market intelligence data and analytics to the property/casualty insurance market, for a net cash purchase price of $8.6 million , of which $0.7 million represents indemnity escrows. MarketStance is within the Company's Insurance segment. MarketStance has built a proprietary analytics model to provide actionable insights on customer's profitability and that enhances the Company's offerings. The final purchase price allocation of the acquisition is combined in the table below. On November 11, 2016, the Company acquired 100 percent of the stock of The GeoInformation Group Limited ("GeoInformation"), a provider of geographic data solutions, for a net cash purchase price of $6.3 million , of which $0.3 million represents indemnity escrows. GeoInformation offers mapping services and geospatial data and analytic solutions to companies and public sector organizations. GeoInformation's resources complement the Company's risk management and predictive analytics capabilities internationally within the Insurance segment. The final purchase price allocation of the acquisition is combined in the table below. On October 20, 2016, the Company acquired 100 percent of the stock of Analyze Re, Inc. ("Analyze Re"), a software analytics provider for the reinsurance and insurance industries, for a net cash purchase price of $9.5 million , of which $1.0 million represents indemnity escrows. Analyze Re has become part of of the Company's Insurance segment and enables the Company to provide its customers with additional real-time pricing, exposure management, and enterprise portfolio roll-up capabilities. The final purchase price allocation of the acquisition is combined in the table below. On August 19, 2016, the Company acquired the data and subscriptions business of Quest Offshore Resources, Inc. ("Quest Offshore"), which supplies market intelligence to the offshore oil and gas sector, for a net cash purchase price of $7.2 million , including a holdback of $0.8 million . The data and subscriptions business has become part of Wood Mackenzie Limited ("Wood Mackenzie") within the Energy and Specialized Markets segment and complements its existing upstream analysis expertise. The final purchase price allocation of the acquisition is combined in the table below. On July 26, 2016, the Company acquired 100 percent of the stock of Greentech Media, Inc. (“Greentech Media”), an information services provider for the electricity and renewables sector, for a net cash purchase price of $36.1 million , of which $4.4 million represents indemnity escrows. Greentech Media has become part of Wood Mackenzie within the Energy and Specialized Markets segment and enables Wood Mackenzie to provide its customers with market intelligence across several categories, including solar generation, energy storage, and smart grids that react to changes in supply and demand. The final purchase price allocation of the acquisition is combined in the table below. On April 14, 2016, the Company acquired 100 percent of the stock of Risk Intelligence Ireland Limited ("RII"), a provider of fraud detection, compliance, risk control, and process automation services to the Irish insurance industry, for a net cash purchase price of $6.2 million . RII enhances the ability of the Company's Insurance segment to serve the international insurance market. The final purchase price allocation of the acquisition is combined in the table below. The combined final purchase price allocations, inclusive of closing adjustments, of the 2016 acquisitions resulted in the following: Total Cash and cash equivalents $ 2.1 Accounts receivable 2.3 Current assets 0.3 Fixed assets 0.2 Intangible assets 30.5 Goodwill 55.4 Other assets 5.7 Total assets acquired 96.5 Current liabilities 2.2 Deferred revenues 7.7 Deferred income taxes, net 3.1 Other liabilities 7.5 Total liabilities assumed 20.5 Net assets acquired 76.0 Less: Cash acquired (2.1 ) Net cash purchase price $ 73.9 For the year ended December 31, 2017 , the Company finalized the purchase accounting for the 2016 acquisitions 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 consolidated statements of operations for the years ended December 31, 2017 and 2016 . The goodwill of $42.9 million associated with the stock purchases of GeoInformation, Analyze Re, Greentech Media and RII is not deductible for tax purposes. The goodwill of $12.5 million associated with MarketStance and Quest Offshore acquisitions is deductible for tax purposes. For the year ended December 31, 2016 , the Company incurred transaction costs related to these acquisitions of $1.6 million , which are included within "Selling, general and administrative" expenses in the accompanying consolidated statements of operations. Refer to Note 12. Goodwill and Intangible Assets for further discussion. The 2016 acquisitions were immaterial, both individually and in the aggregate, to the Company's consolidated financial statements for the year ended December 31, 2016 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 dates, as well as a portion of the contingent payments. During the year ended December 31, 2018 , the Company released $23.8 million of indemnity escrows related to various acquisitions. During the year ended December 31, 2017 , the Company released $3.8 million of indemnity escrows, of which $3.2 million related to a 2015 acquisition of The PCI Group. During the year ended December 31, 2016 , the Company released $38.0 million of indemnity escrows, of which $37.0 million related to a 2015 acquisition of Wood Mackenzie, Limited ("Wood Mackenzie"). At December 31, 2018 and 2017 , the current portion of the escrows amounted to $31.2 million and $22.9 million , and the noncurrent portion of the escrows amounted to $8.7 and $26.3 million , respectively. The current and noncurrent portions of the escrows have been included in “Other current assets” and "Other assets" in the accompanying consolidated balance sheets, respectively. The acquisitions of Validus and PowerAdvocate include acquisition related contingencies, for which the sellers of Validus and PowerAdvocate could receive additional payments by achieving the specific predetermined revenue and EBITDA earn-out targets for exceptional performance. The Company believes that the liabilities recorded as of December 31, 2018 reflect the best estimate of acquisition contingent payments. The acquisition-related liabilities of these acquisitions of $12.7 million and $28.3 million have been included in “Accounts payable and accrued liabilities” and “Other liabilities” in the accompanying consolidated balance sheets as of December 31, 2018 , respectively. The acquisition-related liabilities of $35.5 million have been included in “Other liabilities” in the accompanying consolidated balance sheets as of December 31, 2017 . |