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Grover Controller and Chief Accounting Officer December 14, 2023 April 1, 2024 true false false false 0.001 0.001 2,000,000,000 2,000,000,000 544,003,038 544,003,038 143,308,729 154,701,136 400,694,309 389,301,902 12.6 131.5 29.7 2,545,191 1,146,368 50,898 135,664 60,101 45,374 8,600,963 1,435,076 49,803 122,340 99,977 43,241 12,849,921 1,295,815 27,771 106,613 81,536 27,315 8.0 17.4 9.3 1 10 4 50 50 0 0 3 3 0 6 0 0 1 2 2019 2020 2021 3.625 3.625 9.6 10.0 4.125 4.125 7.8 9.4 4.00 4.00 1.8 2.8 5.500 5.500 3.8 4.0 5.750 5.750 8.9 0 2,850.0 2,000,000,000 0 0 0.34 0.34 0.34 1,000 4 1,000 0 0 3 6.25 100 0 0 In connection with the held for sale classification, we recognized a $303.7 million impairment, partially offset by a deferred tax benefit of $75.9 million on the remeasurement of the disposal group held for sale. This impairment was charged to a contra asset account within "Other noncurrent assets" per ASC 205-20, Discontinued Operations. Primarily accounts receivable balances written off, net of recoveries, the expiration of loss carryforwards, and businesses held for sale Included in "Depreciation and amortization of fixed assets" in our accompanying condensed consolidated statements of operations Refer to Note 8. Leases The separately managed accounts invest in U.S. Treasury Bonds and U.S. Treasury Separate Trading of Registered Interest and Principal of Securities (“UST STRIPS”). The fair values of these bonds and UST STRIPS are publicly quoted and are used in determining the NAV of the separately managed account, which is not publicly quoted. The fund invested in the U.S. government, its agencies or instrumentalities or securities that are rated AAA by S&P, AAA by Fitch, or Aaa by Moody’s, including but not limited to mortgage securities such as agency and non-agency collateralized mortgage obligations, and other obligations that are secured by mortgages or mortgage backed securities, and valued at the closing price reported in the active market. Valued at the closing price of shares for domestic stocks within the managed equity accounts, and valued at the net asset value (“NAV”) of shares for mutual funds at either the closing price reported in the active market or based on yields currently available on comparable securities of issuers with similar credit ratings for corporate bonds held by the Pension Plan in these managed accounts. Primarily additional reserves for bad debts This adjustment relates to a segment reclassification; refer to Note 19. Segment Reporting Includes estimated performance achievement Included in "Accounts payable and accrued liabilities" in our accompanying consolidated balance sheets Included in "Interest expense" in our accompanying condensed consolidated statements of operations The pooled separate accounts invest in domestic and foreign stocks, bonds and mutual funds. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the pooled separate account, which is not publicly quoted. Within cash and cash equivalents, there is $5.7 million of restricted cash related to Franco Signor's professional administrative services for Medicare Set Asides, with an offsetting liability of $5.7 million included within current liabilities. Included in "Other noncurrent assets" in our accompanying consolidated balance sheets Included in "Other noncurrent liabilities" in our accompanying consolidated balance sheets Refer to Note 11. Stockholders' Equity for discussion related to quarterly cash dividends declared per share The funds invested in common stocks and other equity securities issued by domestic and foreign real estate companies, including real estate investment trusts ("REIT") and similar REIT-like entities. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the funds, which is not publicly quoted. 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Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 FORM 10-K

  

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

For the fiscal year ended December 31, 2023

or

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

For the transition period from            to         

Commission file number 001-34480

VERISK ANALYTICS, INC. 

(Exact name of registrant as specified in its charter)

 

Delaware

 

26-2994223

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

545 Washington Boulevard

 

 

Jersey City

 

 

NJ

 

07310-1686

(Address of principal executive offices)

 

(Zip Code)

 

(201) 469-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock $.001 par value

 

VRSK

 

NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☑  Yes    ☐  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   ☐  Yes    ☑  No

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, a smaller reporting company or an emerging growth 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 has filed a report on and attestation to its management's assessment on the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error previously issued financial statements. 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

 

As of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $31,913,567,495 based on the closing price reported on the NASDAQ Global Select Market on such date.

 

As of February 16, 2024, there were 143,389,884 shares outstanding of the registrant's Common Stock, par value $.001.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Certain information required by Part III of this annual report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2023.

 

1

 

 

INDEX

 

 

 

 

 

 

 

 

Page

PART I

 

 

 

Item 1.

Business

4

 

Item 1A.

Risk Factors

15

 

Item 1B.

Unresolved Staff Comments

24

  Item 1C. Cybersecurity 24

 

Item 2.

Properties

25

 

Item 3.

Legal Proceedings

25

 

Item 4.

Mine Safety Disclosures

25

 

 

 

 

PART II

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

26

 

Item 6.

[Reserved]

28

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

29

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

46

 

Item 8.

Consolidated Financial Statements and Supplementary Data

46

 

 

Consolidated Balance Sheets

55

 

 

Consolidated Statements of Operations

56

 

 

Consolidated Statements of Comprehensive Income

57

 

 

Consolidated Statements of Changes in Stockholders' Equity

58

 

 

Consolidated Statements of Cash Flows

59

 

 

Notes to Consolidated Financial Statements

61

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

46

 

Item 9A.

Controls and Procedures

47

 

Item 9B.

Other Information

50

  Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections  

 

 

 

 

PART III

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

50

 

Item 11.

Executive Compensation

50

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

50

 

Item 13.

Certain Relationships and Related Transactions and Director Independence

50

 

Item 14.

Principal Accounting Fees and Services

50

 

 

 

 

PART IV

 

 

 

Item 15.

Exhibits and Financial Statement Schedule

51

 

Item 16.

Form 10-K Summary

51

 

 

 

 

 

 

EXHIBIT INDEX

100

    SIGNATURES 103
    Exhibit 21.1  

 

 

Exhibit 23.1

 

 

 

Exhibit 31.1

 

 

 

Exhibit 31.2

 

 

 

Exhibit 32.1

 

 

2

 

 

Unless the context otherwise indicates or requires, as used in this annual report on Form 10-K, references to “we,” “us,” “our” or the “Company” refer to Verisk Analytics, Inc. and its subsidiaries.

 

In this annual report on Form 10-K, all dollar amounts are expressed in millions, unless indicated otherwise.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Verisk Analytics, Inc. ("Verisk") has made statements under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this annual report on Form 10-K that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” You should specifically consider the numerous risks outlined under “Risk Factors.”

 

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this annual report on Form 10-K to conform our prior statements to actual results or revised expectations.

 

3

 

PART I

 

Item 1.

Business

 

Our Company

 

Verisk is a leading data, analytics, and technology provider serving clients in the insurance ecosystem. We completed the sale of our Energy business on February 1, 2023. We also divested our specialized markets and financial services businesses in March 2022 and April 2022, respectively.

 

Using advanced technologies to collect and analyze billions of records, we draw on unique data assets, insurance industry knowledge, and technological expertise to provide valuable solutions that are integrated into client workflows. We offer predictive analytics and decision support solutions to clients in rating, underwriting, claims, catastrophe, weather risk, and many other fields. In the United States (“U.S.”) and around the world, we help clients protect individuals, communities, and businesses.

 

Our clients use our solutions to make better decisions about risk and improve operating efficiency. We refer to these products and services as solutions due to the integration among our services and the flexibility that enables our clients to purchase components or a comprehensive package. These solutions take various forms, including proprietary data assets, expert industry insight, statistical models, tailored analytic objects, and robust software platforms all designed to allow our clients to make more informed risk decisions. We believe our solutions for analyzing risk have a positive impact on our clients’ revenues and help them better manage their costs. In 2023, our clients included all of the top 100 property and casualty ("P&C") insurance providers in the U.S. for the lines of P&C services we offer. We believe that our commitment to our clients and the embedded nature of our solutions serve to strengthen and extend our relationships.

 

We believe that Verisk is uniquely positioned with a series of competitive advantages including:

 

Proprietary Data Assets – Data is at the core of what we do. We use our proprietary and contributory data assets to develop predictive analytics and transformative models for our clients;

 

• Deep Insurance Industry Expertise and Focus – We have specialized and in-depth knowledge in insurance and risk management that drives our engagement with our clients;

 

• Long-standing Industry Relationships – Our early beginnings as an insurance rating bureau have established us as a trusted partner for the industry as well as a source of insights for our clients; and

 

• Scale to Drive Broad Distribution of Innovation – Our scale advantage enables us to innovate on behalf of the insurance industry and deliver solutions that strive to solve our clients’ biggest challenges.

 

Our Business Strategy

 

Our vision is to be the leading strategic data, analytics, and technology partner to the global insurance industry by delivering value to our clients through knowledge, expertise, and scale. Our business aims to build upon our competitive advantages and capitalizing on our scale and position within the industry. Our business strategy is driven by the following priorities:

 

• Drive Consistent & Predictable Growth. With our clear focus on insurance, integrated organization and our client-centric and results-oriented culture, we strive to deliver consistent and predictable growth. We are leveraging our strong client relationships to extend our reach within insurance. We are modernizing and advancing the capabilities of our core solutions using cloud technology and advanced analytical methods including machine learning and artificial intelligence ("AI") while also augmenting our solutions through the addition of new data assets and sources. In addition, we are working on building leadership positions in adjacent markets including life insurance, marketing, specialty business solutions, and resilience and sustainability. With the client at the center of all we do, we are driving innovation across our portfolio and partnering with our clients to help solve the insurance industries greatest challenges with a focus on rapidly changing technology, growing regulatory focus, and value creation;

 

• Drive Operating Efficiency and Profitability. Our subscription business model as well as our ability to build solutions that serve the insurance industry at large helps drive core operating leverage. In addition, we strive to deliver productivity enhancements and operating efficiency through the use of advanced technology and a global talent workforce. We seek to balance this with high return on capital investment into the business to continue to drive growth and profitability; and

 

• Ensure Disciplined Capital Allocation. We are focused on generating strong cash flow and ensuring that we are disciplined in how we allocate that capital with a focus on directing capital to the highest return investments. First, we prioritize organic reinvestment in the business, which can produce high internal returns. Second, we look for selective, strategic acquisitions that can expand our data assets, augment our capabilities, and expand our reach within the insurance industry while also creating value by leveraging our capabilities and resources. Finally, we expect to return excess capital to shareholders while also maintaining a strong balance sheet.

 

 

4

 

 

Our History

 

We trace our history to 1971, when Insurance Services Office, Inc. ("ISO") started operations as a not-for-profit advisory and rating organization providing services to the U.S. P&C insurance industry. ISO was formed as an association of insurance companies to gather statistical data and other information from insurers and report to regulators, as required by law. ISO’s original functions also included developing programs to help insurers define and manage insurance solutions and providing information to help insurers determine their own independent premium rates. Insurers used and continue to use our offerings primarily in their product development, underwriting, and rating functions.

 

On May 23, 2008, in contemplation of our initial public offering ("IPO"), ISO formed Verisk Analytics, Inc. ("Verisk"), a Delaware corporation, to be the holding company for our business. Verisk was initially formed as a wholly owned subsidiary of ISO. On October 6, 2009, in connection with our IPO, we effected a reorganization whereby ISO became a wholly owned subsidiary of Verisk. Verisk common stock began trading on the NASDAQ Global Select Market on October 7, 2009, under the ticker symbol “VRSK.”

 

Segments

 

Our operating segments have historically been Insurance, Energy and Specialized Markets, and Financial Services. On March 11, 2022 and April 8, 2022, we sold 3E Company Environmental, Ecological and Engineering ("3E"), our environmental health and safety business, which represented the “specialized markets” in our Energy and Specialized Markets segment, and our Financial Services segment, respectively. We assessed the sale of 3E and Financial Services segment per the guidance in ASC 205-20, Discontinued Operations ("ASC 205-20"), and determined that the transactions did not qualify as a discontinued operation because they did not, quantitatively or qualitatively, represent a strategic shift that has or will have a major effect on our operations and financial results. On October 28, 2022, we also entered into an equity purchase agreement to sell Wood Mackenzie, Inc. and Verisk New UK Holdco LP (together with their respective subsidiaries, our “Energy business”). The transaction closed on February 1, 2023. The Energy business qualified as held for sale in the fourth quarter of 2022 and was classified as a discontinued operation per the guidance in ASC 205-20, as we determined that this transaction represents a strategic shift that has or will have a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations and assets and liabilities held for sale for all periods presented. Results of our Energy business are reported as a discontinued operation for the year ended December 31, 2022 and for all prior periods presented. See Note 11. Dispositions and Discontinued Operation for further discussion.

 

Insurance Segment

 

We now operate in one segment, Insurance, which primarily serves our P&C insurance customers across most personal and commercial lines of business, focusing on the fundamental building blocks of insurance programs, the prediction of loss, the selection and pricing of risk, and compliance with their reporting requirements in each U.S. state in which they operate. We also develop and utilize machine-learned and artificially intelligent models to forecast scenarios and produce both standard and customized analytics that help our customers better manage their businesses, including detecting fraud before and after a loss event and quantifying losses. Our customers, acquired over more than 50 years, include most of the P&C insurance providers in the U.S. In recent years, we have expanded our offerings to serve certain non-U.S. markets and into the fields of life insurance and annuities, as well as insurance marketing. We offer our solutions and services primarily through annual subscriptions or long-term agreements, which are typically prepaid and represented approximately 80% of our revenues in 2023. We believe we are well positioned to increase our penetration of the global insurance industry because of our proprietary data assets, long-standing industry relationships, deep insurance industry expertise, and our scale to drive broad distribution of our new innovations.

 

Underwriting

 

Powered by proprietary and contributory data and advanced analytics and technologies, we offer a full suite of solutions to support our P&C clients across the insurance policy lifecycle. This support spans their product development, marketing, new and renewal underwriting, risk selection and segmentation, pricing, and straight through to policy binding and issuance. We continued to grow our presence internationally and expand our capabilities into new markets, such as life insurance and annuities, and into new workflows, such as marketing and customer acquisition.

 

Forms, Rules, and Loss Costs

 

We are the recognized leader in the U.S. for industry-standard insurance programs that help P&C insurers define coverages and issue policies. We provide policy language, prospective loss costs, policy writing and rating rules, and a variety of underwriting solutions for risk selection and segmentation, pricing, and workflow optimization across 31 lines of insurance. Our policy language, prospective loss cost information, and policy writing rules can serve as integrated, turnkey insurance programs for our clients.

 

Insurance companies need to ensure that their policy language, rules, and rates comply with all applicable legal and regulatory requirements. They must also make sure their policies remain competitive by promptly changing coverages in response to changes in statutes, case law, or regulatory requirements. To meet our clients’ needs, we process approximately 2,000 regulatory filings and interface with state regulators in all 50 states plus the District of Columbia, Guam, Puerto Rico, and the Virgin Islands each year to ensure smooth implementation of our rules and forms. When insurers choose to develop their own alternative programs, our industry-standard insurance programs also help regulators ensure that such insurers’ policies meet basic coverage requirements.

 

Standardized coverage language, which has been tested in litigation and tailored to reflect judicial interpretation, helps ensure consistent treatment of claimants. As a result, our industry-standard language also simplifies claim settlements and can reduce the occurrence of costly litigation because our language causes the meaning of coverage terminology to become established and known. Our policy language includes standard coverage language, endorsements, and policy writing support language that assist our clients in understanding the risks they assume and the coverages they offer. With these policy programs, insurers also benefit from economies of scale. We have more than 240 insurance experts and specialized lawyers reviewing changes in each state’s insurance rules and regulations, including an average of approximately 14,800 legislative actions, 12,500 regulatory actions, and 2,000 court decisions per year, to make any required changes to our policy language and rating information.

 

To cover the wide variety of risks in the marketplace, we offer a broad range of policy programs. For example, in the homeowners line of insurance, we maintain policy language and rules for approximately seven basic coverages, 385 national endorsements, and 685 state-specific endorsements.

 

5

 

The P&C insurance industry is heavily regulated in the U.S.; P&C insurers are required to collect statistical data about their premiums and losses and to report that data to regulators in every state in which they operate. Our statistical agent services have enabled P&C insurers to meet those regulatory requirements for more than 50 years.

 

We aggregate the data, and as a licensed or appointed “statistical agent” in all 50 states, Puerto Rico, and the District of Columbia, we report those statistics to insurance regulators. We are able to capture significant economies of scale given the level of penetration of this service within the U.S. P&C insurance industry.

 

To provide our clients and the regulators with the information they require, we maintain one of the largest private databases in the world. Over the past five decades, we have developed core expertise in acquiring, processing, managing, protecting, and operating large and comprehensive databases that are the foundation of our insurance offerings. We use our proprietary technology to assemble, organize, and update vast amounts of detailed information submitted by our clients. We supplement this data with publicly available information.

 

In 2023, P&C insurers sent us approximately 2.8 billion detailed individual records of insurance transactions, such as insurance premiums collected or losses incurred. We maintain an underwriting database of more than 34.5 billion statistical records, including approximately 9.2 billion commercial lines records and approximately 25 billion personal lines records. We collect unit transaction detail of each premium and loss record, which enhances the validity, reliability, and accuracy of our data sets and our actuarial analyses. Across all of our insurance lines, our proprietary quality process includes more than 2,900 separate checks to ensure that the data meets our high standards.

 

Using our large database of premium and loss data, we provide actuarial services to help our clients analyze and price their risks. Our actuaries are able to perform sophisticated analyses using our predictive models and analytic methods to help our P&C insurance clients with pricing, loss reserving, and market analysis. We distribute a number of actuarial solutions and offer flexible services to meet our clients’ needs. In addition, our actuarial consultants provide customized services for our clients that include assisting them with the development of independent insurance programs, analysis of their own underwriting experience, development of classification systems and rating plans, and a wide variety of other business decisions. We also supply information to various clients in other markets, including reinsurance and government agencies.

 

We project clients' future losses and loss expenses using a broad set of data. Those projections tend to be more reliable than if our clients used their own data exclusively. We make a number of actuarial adjustments before the data is used to estimate future costs. Our clients can use our estimates of future costs in making independent decisions about the prices charged for their policies. For most P&C insurers in most lines of business, we believe that our estimates of future costs are an essential input to rating decisions. Our actuarial solutions and services are also used to create the analytics underlying our industry-standard insurance programs described above.

 

In response to the challenges faced by our clients to reduce operating complexity and improve their speed to market, we are undertaking an extensive modernization of our core lines product. This “reimagine” of our forms, rules, loss costs and related solutions is designed to deliver increased value to our customers. The Reimagine program will include significant enhancements to our existing solutions; new digital workflow tools, insights, and analytics; and an enhanced content delivery platform.

 

Underwriting Data and Analytics Solutions

 

We gather information on individual properties, vehicles and communities providing the breadth and depth of data and analytics needed to support our clients as they evaluate, segment, and price personal and commercial insurance, as well as commercial liability insurance, throughout the policy lifecycle. Our property- and auto- specific rating and underwriting information allows our clients to understand, quantify, underwrite, mitigate, and avoid potential loss for these risks.

 

Our database contains data and analytics on approximately 15.9 million commercial properties in the U.S. We have a staff of approximately 500 field representatives strategically located around the U.S. who observe and report on conditions at commercial and residential properties, evaluate community fire-protection capabilities, and assess the effectiveness of municipal building-code enforcement. Each year, our field staff visits more than 300,000 commercial properties to collect information on new buildings, verify building attributes, and provide specific loss costs. Our auto solutions are powered by a mix of third-party and proprietary data ranging from 2 billion traffic court records to 500 billion miles of connected car telematics data and we have characteristics on more than 270 million insured drivers and 280 million registered vehicles with access to expansive industry databases on loss costs and claims.

 

We are a leading provider of innovative solutions for the personal underwriting markets, including homeowners and auto lines. Drawing on an array of resources from proprietary and third-party data to geospatial imagery, we build and maintain widely used industry-standard tools that assist insurers in underwriting and rating—that is, measuring and selecting risks and pricing coverage appropriately to help ensure fairness to the consumer and a reasonable return for the insurer. Our solutions apply advanced predictive analytics to our deep reservoir of data and information to gauge the degree and cost of risk quickly and precisely, and our workflow tools help insurers increase speed and cost-efficiency while enhancing customer experiences. These solutions span a range of applications—from using precise home reconstruction costs to help policyholders have the right amount of coverage, to providing auto insurers with the data that supports offering consumers a bindable quote in minutes through modern API’s.

 

We also provide proprietary analytic measures of the ability of individual communities to mitigate losses from important perils. Nearly every property insurer in the U.S. uses our evaluations of community firefighting capabilities to help determine premiums for fire insurance throughout the country. We provide field-verified and validated data on fire protection services for approximately 36,000 fire response jurisdictions. We also offer services to evaluate the effectiveness of community enforcement of building codes and the efforts of communities to mitigate damage from flooding.

 

Further, we provide information on the insurance rating territories, premium taxes, crime risk, and hazards of windstorm, earthquake, wildfire, and other perils. To supplement our data on specific commercial properties and individual communities, we have assembled, from a variety of internal and third-party sources, information on hazards related to geographic locations representing every postal address in the U.S. Insurers use this information not only for policy quoting but also for analyzing risk concentration in geographical areas. We also make our data and analytics available to commercial real estate lenders to allow them to better understand risks associated with people to whom they lend.

 

6

 

Extreme Event Solutions 

 

We are a leader in and pioneered the field of probabilistic catastrophe modeling used by insurers, reinsurers, intermediaries, financial institutions, and governments to manage their risk from extreme events. Our models, which form the basis of our solutions, enable companies to identify, quantify, and plan for the financial consequences of catastrophes. We have developed models for hurricanes, earthquakes, winter storms, tornadoes, hailstorms, wildfires, and floods in more than 120 countries, as well as for pandemics worldwide. We have developed a probabilistic terrorism model capable of quantifying the risk in the U.S. from this evolving threat, which supports pricing and underwriting decisions down to the level of an individual policy, as well as models for estimating losses to crop insurance programs in the U.S., Canada, India, and China. Our newest models offer risk quantification solutions for the casualty line of business.

 

We also help businesses and governments better anticipate and monitor risks in Earth’s natural environment. We prepare certain agencies and companies to anticipate, manage, react to, and profit from climate- and weather-related risk. We serve our customers by providing advanced research, development, and analysis delivered in reports, data streams, and software solutions. We are dedicated to the advancement of the atmospheric and remote sensing science disciplines and directly addressing problems regarding weather, climate, and air quality as well as oceanography and the planetary sciences. Through research conducted by our in-house scientific staff, and often in collaboration with prominent scientists at academic and other research institutions, we have developed analytical tools to help measure and observe environmental properties and translate those measurements into actionable information.

 

Finally, we offer global risk intelligence providing insight into sustainability, resilience, and environmental, social, and governance (ESG) issues, underpinned by geospatial data and analytics. We provide intelligence on sustainability, resilience, human rights, sovereign and political risk, and ESG—stitching together these disparate issues into an interconnected global view built upon objective insight and data.

 

Life Insurance Solutions 

 

In recent years we have expanded our offerings to also serve the life insurance and annuities markets through our 2019 acquisition of  FAST. Life Insurance Solutions enable new approaches across the policy life cycle through no-code technology, data analytics, and modeling. We have developed a suite of solutions that apply advanced analytics, automation, and machine learning to existing and emerging data sources. Our solutions are designed to help transform current workflows in life insurance underwriting, claim insights, policy administration, unclaimed property/equity, compliance and fraud detection, and actuarial and portfolio modeling. Our industry-leading FAST platform can reduce time to market, enables faster policy conversion, and can reduce information technology costs for our customers, uniquely positioning us to help support the modernization of the life insurance industry.

 

Specialty Business Solutions 

 

We are a leading software supplier to the global specialty insurance market with particular focus on the London specialty market where we have a long-standing client base. Our powerful software suite, coupled with our vast datasets, experience, and technology allows our clients to grow and better manage their business with greater efficiency, flexibility, and data governance. Our solutions serve insurers, (re)insurers, brokers, cover holders, and managing general agents (MGAs) in London and across the globe.

 

We help drive the success of many of the fastest growing insurance and reinsurance specialists by providing full end-to-end management of insurance and reinsurance business. Our suite of software solutions covers a broad range of insurance processes from policy negotiation and placement, pricing and policy administration through to claims and outwards reinsurance.

 

Many of our solutions can be integrated with one another and with capabilities across the organization to meet evolving client needs and offer a compelling digital ecosystem for the London and global insurance market. To that end, our global marketplace solution offers seamless real-time quote-to-bind electronic placing and distribution for the specialty insurance market.

 

Marketing Solutions 

 

Through recent acquisitions, we extended our data and workflow capabilities to help the global insurance industry drive improvement in customer acquisition, growth, and retention. Marketing and advertising spend for insurers goes well beyond $10 billion and has continued to increase year over year. We possess unique and proven data sets that help the insurance industry more precisely segment, target, and optimize advertising and marketing spend. Solutions include compliant, real-time decisioning, profitability, and risk assessment (pre-quote and pre-underwriting) for inbound consumer interactions. We also power ongoing enrichment of prospective and current customer insights for the highest probability of retention and increased share of wallet (policy bundling) as well as full coverage of US households and consumers to drive prospect marketing and advertising strategies. Verisk Marketing Solutions brings a unique insurance-focused, specialized offering that covers insurance carriers’ holistic marketing data needs.

 

International Underwriting Solutions 

 

We continue to expand our footprint of data and solutions to include international markets. Our international insurance markets grew through acquisitions and today serve a large number of insurers operating in the Canadian, United Kingdom (U.K.) and Irish property and casualty markets, and travel market. Additionally, our international market provides services to much of the Lloyd's of London market, while also serving clients in Continental Europe, Singapore, China, Australia, and New Zealand. The international enhanced commercial and residential property models and enriched data sets help insurers with triage, reconstruction value, risk selection, pricing, benchmarking, and portfolio management across multiple insured segments. Insurers also use our solutions to help fine-tune the accuracy of their rating models and to enhance underwriting results through a set of analytical solutions that predict the relative risk and variation of major insurance perils, including theft, flood, storm, fire, freeze, etc. In addition to property data and solutions, clients can benefit from decision and benchmarking analytics using firmographic, technographic, and business intelligence and proprietary management competency scores, delivered digitally to enable straight through processing. Our suite of international solutions also includes rating tools that automate the assessment of pre-existing conditions, helping travel and health insurers to get a broad view of a customer's medical risk and make underwriting decisions with speed and precision.

 

7

 

Claims

 

Our claims insurance solutions provide our customers analytics in fraud detection, compliance reporting, subrogation liability assessment, litigation, and repair cost estimation and valuation, including emerging areas of interest within these categories.

 

Property Estimating Solutions

 

We also provide data, analytics, and networking solutions for professionals involved in estimating all phases of building repair and reconstruction. We provide solutions for every phase of a building’s life, including:

 

• quantifying the ultimate cost of repair or reconstruction of damaged or destroyed buildings for personal and commercial properties;

 

• aiding in the settlement of insurance claims; and

 

• tracking the process of repair or reconstruction and facilitating communication among insurers, adjusters, contractors, and policyholders.

 

To help our customers estimate repair costs, we provide a solution that assists contractors and insurance adjusters in estimating repairs using a patented plan-sketching program that automatically calculates material and labor quantities for all desired construction or repairs to a structure based on user inputs.

 

We also provide our customers access to price lists, which include structural repair and restoration pricing for 468 separate economic areas in North America based on direct market surveys and analysis of actual customer claim experience. We revise this information monthly, and as often as weekly in the aftermath of major disasters, to reflect rapid price changes. Our structural repair and cleaning database contains approximately 21,000 unit-cost line items. We estimate that more than 80% of insurance repair contractors and service providers in the U.S. and Canada with computerized estimating systems use our building and repair pricing data. This large percentage leads to accurate reporting of pricing information, which we believe is unmatched in the industry.

 

Our virtual claims-adjusting tools help improve policyholder satisfaction, reduce human error, and save on loss adjustment expense. These tools simplify collaboration among claims professionals, contractors, and policyholders as they work together remotely and efficiently. These cloud-based and on-premise solutions include real-time video collaboration, remote measuring tools, generative AI-powered damage assessment, and image analytics fraud warnings, among other features.

 

Customers access our ecosystem for enhanced claims handling and analysis. For example, they can use our weather API for near-real-time updates and valuable insights for responding to weather perils that can impact their policyholders and their business. They can also use our data insights to analyze and benchmark their performance against peers in the industry and to manage claims assignments.

 

Anti-Fraud Solutions 

 

We are a leading provider of fraud-detection tools for the P&C insurance industry. Our anti-fraud solutions can improve our customers’ profitability by predicting the likelihood that fraud may be occurring and by detecting suspicious activity after it has occurred.

 

Our claims database lends significant support to the fight against insurance fraud. The database contains information from more than 1.7 billion claim records and is the world’s largest database of P&C claims information used for claims processing and fraud investigations. Insurers and other participants submit more than 184,000 new claims a day on average across all U.S. P&C insurance industry categories. The benefits of an industrywide claims database include improved efficiency in reporting data and searching for information, enhanced capabilities for detecting suspicious claims, and superior information for investigating fraudulent claims, suspicious individuals, and possible fraud rings. Our database also helps insurers fulfill their regulatory compliance reporting requirements at both the state and federal levels for delinquent child-support liens and other required checks.

 

When a claim is submitted, our system searches our claims database and returns information about other claims filed by the same individuals or businesses (either as claimants or insureds) that helps our customers determine if fraud may be occurring. The system searches for matches in identifying information fields, such as name, address, Social Security number, vehicle identification number, driver’s license number, tax identification number, or other parties to the loss. Our system also includes advanced name and address searching to perform intelligent searches and improve the overall quality of the matches.

 

Information from match reports speeds payment of meritorious claims while providing a defense against fraud and can lead to denial of a claim, negotiation of a reduced award, or further investigation by the insurer or law enforcement. We also have a suite of advanced fraud analytics solutions: a solution that uses predictive models to accurately score claims based on fraud indicators; an injury claims solution that uses predictive analytics to detect medical provider fraud, waste, and abuse; and a network analytics solution that helps detect patterns indicative of organized fraud. A claims adjuster or investigation professional can use our comprehensive case management system to manage claim investigations.

 

We continually pursue new solutions that help our customers keep abreast of changing markets and technology. For example, we developed a digital media database that allows customers to view prior-loss images on claim matches so they can detect pre-existing damage on new claims. Our advanced digital media forensics can detect suspicious claim-related photos, and our customers can flag stolen and synthetic identities in the database to help subscribers deter that type of fraud. We also provide accurate person and vehicle coverage details at first notice of loss (FNOL), including verified registered owner information through DMV data, contact information for the individual, and brief claims history.

 

8

 

Casualty Solutions 

 

We offer a full suite of casualty/bodily injury solutions to serve the P&C industry, third-party administrators, and self-insured employers. Verisk casualty solutions focus on compliance (Medicare Secondary Payer and workers’ compensation state reporting); casualty claims decision support (severity detection and damage assessment); and workflow automation (automated medical record review and claims processing). Our compliance division offers Medicare Secondary Payer solutions and services to comply with the federal statute, including Section 111 Centers for Medicare & Medicaid Services (CMS) reporting, lien resolution/conditional payments, liabilities repayment, and ongoing protection of the Medicare Trust Fund via Medicare Set Aside (MSA) services. As the largest provider of Medicare compliance services in the industry, we play a critical role in assisting and protecting all stakeholders, including Medicare and its beneficiaries.

 

Our comprehensive workers’ compensation state reporting helps customers meet the very complex compliance requirements for reporting to states and other government related agencies and entities through an automated process driving efficiency and productivity for the U.S. P&C insurance industry.

 

Our casualty claims decision support and workflow automation offerings augment human capital in a claims organization to make accurate decisions while eliminating manual steps in the process. We have solutions that leverage AI and generative AI to automatically extract unstructured data from and summarize medical records for efficient review and analysis during claim processing and demand packages review to improve injury evaluations and settlement negotiations. We also offer tools that use predictive analytics to provide workers’ compensation severity scoring from first notice of loss through claim closure to help our customers accurately settle claims. For liability, our customers can use our solution to find comparative liability in personal auto, commercial auto, and general liability claims for injury evaluation, determining accident liability and identifying subrogation opportunities.

 

International Claims Solutions

 

We continue to expand our claim product offerings to international markets through internal innovations and acquisitions in both the United Kingdom and Continental Europe. Our solutions are centered around personal injury and motor franchises covering Germany, the Nordics, and the United Kingdom with complementary offerings to the property claims sector in the United Kingdom. Our solutions aim to enable greater certainty, lower indemnity, more automation, and quicker speed to settlement for our personal lines insurance customers. Where appropriate, we look to leverage our growing data assets to introduce claim analytics and anti-fraud solutions in these markets.

 

Energy and Specialized Markets Segment

 

Up until the sale of our Energy business on February 1, 2023, we were a leading provider of data analytics across the natural resources value chain including the global energy, chemicals, metals and mining, and power and renewables sectors. We delivered analysis and advice on assets, companies, governments, and markets based on proprietary near real time data as well as historic information. This enabled us to offer a comprehensive and integrated analysis of relevant commodities to our customers. We provided research and consulting services focusing on supporting customer capital allocation decisions, asset valuation and benchmarking, commodity markets, and corporate analysis. We offered consultancy in the areas of business environment, business improvement, business strategies, commercial advisory, and transaction support.

 

Before the sale of our specialized markets on March 11, 2022, we offered a comprehensive suite of data and information services that enable improved compliance with global environmental health and safety ("EH&S") requirements related to the safe manufacturing, distribution, transportation, usage, and disposal of chemicals and products. From the supply chain or solutions life cycle, we delivered a program specific to the EH&S compliance information and management needs of our customers. Our full-solutions life cycle and cross-supply chain approach provided a single, integrated solution for managing customers' EH&S capabilities, which resulted in improved processes and reduced cost, risk, and liability.

 

Financial Services

 

Before the sale of Financials Services Segment on April 8, 2022, we maintained the largest bank account consortia to provide competitive benchmarking, decisioning algorithms, business intelligence, and customized analytic services to financial institutions, payment networks and processors, alternative lenders, regulators, and merchants enabling better strategy, marketing, and risk decisions. We delivered unique solutions and services to an expanding customer base that valued the comprehensiveness of our data and solutions as well as our full wallet-spend view of a consumer. Complementing this, we leveraged our partnerships with processors and credit bureaus not only to augment the richness of our data but also to provide expanded solutions across the broad span of consumer banking and retail solutions.

 

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Our Customers

 

The customers in our Insurance segment for the lines of P&C services we offer include the top 100 P&C insurance providers in the U.S., 18 of the top 25 global reinsurance companies, as well as domestic InsurTech companies and insurers in international markets. A substantial majority of P&C insurance providers in the U.S. use our statistical agent services to report to regulators, and the majority of insurers and reinsurers in the U.S. use our actuarial services and industry-standard insurance programs. In addition, certain agencies of the federal government as well as county and state governmental agencies and organizations use our solutions to help satisfy government needs for risk assessment and emergency response information. Within Extreme Events, we serve reinsurers, insurers, brokers, governments, and corporates helping them identify, quantify and plan for the financial consequences of catastrophes. For life and annuity insurers, we offer digital solutions including electronic applications and policy administration systems to enable automated/accelerated triage, underwriting, fraud detection, and modeling. Our claims database serves thousands of customers, representing approximately 90% of the P&C insurance industry by premium volume, approximately 500 self-insurers, approximately 400 third party administrators, several state fraud bureaus, and many law enforcement agencies involved in the investigation and prosecution of insurance fraud. We estimate that more than 80% of insurance repair contractors and service providers in the U.S. and Canada with computerized estimating systems use our building and repair cost estimation pricing data.

 

Our Competitors

 

The breadth of markets we serve exposes us to a broad range of competitors as described below. Businesses that we acquire may introduce us to additional competitors.

 

Our Insurance segment operates primarily in the U.S. P&C insurance industry. We have a number of competitors in specific lines or services. We encounter competition from a number of sources, including insurers that develop internal technology and actuarial methods for proprietary insurance programs. Competitors also include other statistical agents and other advisory organizations, that provide underwriting rules, prospective loss costs, and coverage language. Competitors for our property-specific rating and underwriting information are primarily regional providers of commercial property inspections and surveys as well as emerging providers in the InsurTech space. We also compete with a variety of organizations that offer consulting services, primarily specialty technology and consulting firms. In addition, a customer may use its own internal resources rather than engage an outside firm for these services. Our underwriting solutions compete with a variety of companies in the marketplace. Our competitors include information technology product and services vendors; management and strategy consulting firms; and smaller specialized information technology and analytical services firms. Finally, in the life insurance sector, our solutions compete against numerous independent vendors, as well as the in-house technology departments of Life Insurers. In the P&C insurance claims and catastrophe modeling markets, certain products are offered by a number of companies in the areas of catastrophe modeling, repair cost estimating, claims investigative reports, claims fraud analytics, and injury claims analytics. We believe that our P&C insurance industry expertise, and our ability to offer multiple applications, services, and integrated solutions to individual customers are competitive strengths.

 

Development of New Solutions

 

We take a market-focused team approach to developing our solutions. Our operating units are responsible for developing, reviewing, and enhancing our various solutions and services. Our data management and production team designs and manages our processes and systems for market data procurement, proprietary data production, and quality control. Our teams support our efforts to create new information and solutions from available data and explore new methods of collecting data. We are focused on understanding and documenting business unit and corporate data assets and data issues, sharing and combining data assets across the enterprise, creating an enterprise data strategy, facilitating research and product development, and promoting cross-enterprise communication.

 

Our software development teams build the technology used in many of our solutions. As part of our product development process, we continually solicit feedback from our customers on the value of our solutions and services and the market’s needs. We have established an extensive system of customer advisory panels that meet regularly throughout the year to help us respond effectively to the needs of our markets. In addition, we use frequent sales calls, executive visits, user group meetings, and other industry forums to gather information to align our product development efforts with the needs of the market. We also use a variety of market research techniques to enhance our understanding of our customers and the markets in which they operate.

 

We add to our offerings through an active acquisition program. Since 2021, we have acquired 13 businesses, which have allowed us to enter new markets, offer new solutions, and enhance the value of existing services with additional proprietary sources of data.

 

When we find it advantageous, we augment our proprietary data sources and systems by forming alliances with other leading information providers and technology companies and integrating their product offerings into our offerings. This approach gives our customers the opportunity to obtain the information they need from a single source and more easily integrate the information into their workflows.

 

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Sales, Marketing, and Customer Support

 

We sell our solutions and services primarily through direct interaction with our customers. We employ a three-tier sales structure that includes salespeople, technical consultants, and sales support. Within our Company, several areas have sales teams that specialize in specific solutions and services. Those specialized sales teams sell specific, highly technical solution sets to targeted markets in coordination with account management.

 

To provide account management to our largest customers, we divide our customers into three groups. Tier One (“Client Engagement Accounts") comprises our largest customers. Tier Two (“Strategic Accounts") represents both large and middle-market customer groups. Tier Three is composed of small and specialized companies that may represent one line of business, may be regionally focused, or are recent new entrants into the marketplace. In Tier One and Tier Two segments, we have sales teams organized by the following specialties: personal or commercial lines underwriting and pricing, claims, and catastrophe risk. In the Tier Three segment, we assign a sales generalist with overall account management responsibility. Our tiered approach has proven to be a successful sales model and approach to building customer relationships. Our senior executives regularly engage with the senior management of our customers to ensure customer satisfaction and strategic alignment and to support mutual partnership innovation opportunities.

 

Salespeople participate in both sales and customer service activities. They provide direct support, interacting frequently with assigned customers to ensure a satisfactory experience using our services. Salespeople primarily seek out new sales opportunities and work with the various product teams to coordinate sales activities and ensure our solutions fit the customer's needs. We believe our salespeople’s product knowledge, skills to develop relationships of trust, and local presence differentiate us from our competition. Subject matter experts work with salespeople on specific opportunities for their assigned solutions and segments. Salespeople manage the overall sales process and subject matter experts manage the rigorous integration and functional fit discussions to ensure mutual success and satisfaction. Both salespeople and technical consultants have responsibility for identifying new sales opportunities as well as handling renewals of existing business. A team approach and a common customer relationship management system allow for effective coordination among the groups.

 

Sources of Our Data

 

The data we use to perform our analytics and power our solutions is sourced through seven different kinds of data arrangements. First, we gather data from our customers within agreements that also permit our customers to use the solutions created from their data. Those agreements remain in effect unless the data contributor chooses to opt out. It is very rare that contributors elect not to continue providing us data. Second, we have agreements with data contributors in which we specify the particular uses of their data and provide their required levels of privacy, protection of data, and where necessary, de-identification of data. The agreements represent no cost to us, generally feature a specified period of time for the data contributions, and require renewal. Third, we “mine” data found inside the transactions supported by our solutions; as an example, we use the claims settlement data generated inside our repair cost estimating solution to improve the cost factors used in our models. Again, those arrangements represent no cost to us, and we obtain the consent of our customers to make use of their data in this way. Fourth, we source data generally at no cost from public sources, including federal, state, and local governments. Fifth, we gather data about the physical characteristics of commercial properties through the direct observation of our field staff members, who also perform property surveys at the request of, and facilitated by, property insurers. Sixth, we collect data, or license or purchase from third parties, on geographic and spatially referenced information relating to residential and commercial structures by using the latest remote sensing and machine learning technologies. Lastly, we purchase data from data aggregators under contracts that reflect prevailing market pricing for the data elements purchased, including county tax assessor records, descriptions of hazards such as flood plains, and professional licenses. We are the owners of the derivative solutions we create using the data we collect.

 

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Information Technology

 

Technology

 

Our information technology systems and the more recent adoption of cloud computing are fundamental to our success. They are used for the storage, processing, access, and delivery of the data that forms the foundation of our business and the development and delivery of the solutions we provide to our customers. We generally own, or have secured ongoing rights to use for the purposes of our business, all the customer-facing applications that are material to our operations. We support and implement a mix of technologies and focus on implementing the most efficient technology for any given business requirement or task.

 

Data Centers

 

In 2023, with our migration to cloud computing, we closed our Lehi, Utah Data Center. We have plans to close our Somerset, New Jersey facility in the first half of 2024.  We will continue to maintain other datacenters dedicated to other businesses we acquired recently.

 

Disaster Recovery

 

We are committed to a framework for business continuity management and carry out annual reviews of the state of preparedness of each business unit. As we migrate our application to public cloud, we also evaluate the level of redundancy required for each application. We leverage native cloud capabilities with regards to availability and use both zones and regions in public cloud based on availability requirements. Business continuity planning is in place for all of our critical business processes to provide for the prompt and effective continuation of critical services in the event of a business disruption. Our business continuity program adheres to ISO 22301:2019, which is an international standard for business continuity. All business impact analysis and business continuity plans are reviewed and updated, at a minimum, annually or when significant business changes occur.

 

Security

 

We have adopted a wide range of measures to secure our IT infrastructure and data. Security measures generally cover the following key areas: security policies and governance committees, physical security, logical security of the perimeter, network security such as firewalls, logical access to applications and operating systems, deployment of endpoint anti-malware software, email security, and appropriate procedures relating to removable media such as laptops. Laptops are encrypted, and media leaving our premises and sent to third-party storage facilities are also encrypted. Our commitment to security has earned ISO 27001:2013 Certification for our core data centers, which is an international standard for best practices associated with our Information Security Management System. See also "Item 1C. Cybersecurity."

 

Intellectual Property

 

We own a significant number of intellectual property rights, including copyrights, trademarks, trade secrets, and patents. Specifically, our policy language, insurance manuals, software, and databases are protected by both registered and common law copyrights. and the licensing of those materials to our customers for their use represents a large portion of our revenue. We also own in excess of 600 trademarks in the U.S. and foreign countries, including the names of our solutions and services and our logos and tag lines, many of which are registered. We believe many of our trademarks, trade names, service marks, and logos to be of material importance to our business, as they assist our customers in identifying our solutions and services and the quality that stands behind them. We consider our intellectual property to be proprietary, and we rely on a combination of statutory (for example, copyright, trademark, trade secret, and patent) and contractual safeguards in a comprehensive intellectual property enforcement program to protect it wherever it is used.

 

We also own several patents and have several pending patent applications in the U.S. that complement our solutions. We believe the protection of our proprietary technology is important to our success, and we will continue to seek to protect those intellectual property assets for which we have expended substantial research and development capital and that are material to our business.

 

To maintain control of our intellectual property, we enter into contractual agreements with our customers, granting each customer permission to use our solutions and services, including our software and databases. This helps maintain the integrity of our proprietary intellectual property and to protect the embedded information and technology contained in our solutions. As a general practice, employees, contractors, and other parties with access to our proprietary information sign agreements that prohibit the unauthorized use or disclosure of our proprietary rights, information, and technology.

 

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Human Capital

 

Our global workforce is united by our mission to serve, add value, and innovate for our customers. We continue to invest in our people worldwide by encouraging all employees to reach their full potential through our focus on learning, providing competitive compensation and benefits, and our culture anchored on our purpose driven values of results, learning, and caring.

 

As a knowledge-based business, we carefully integrate the skills and talents of approximately 7,500 employees worldwide as of December 31, 2023. Most of our highly credentialed team holds advanced degrees and professional certifications specializing in actuarial science, chemistry and physics, commercial banking and finance, commodity analytics, data science and artificial intelligence, economics, engineering, GIS mapping, meteorology, natural resources, predictive analytics, supply chain, and other fields. 

 

Approximately 62% of our employees are based in the United States, 12% in the United Kingdom, 8% in India, with the remainder serving in 18 other countries across the globe. 

 

Very few of our employees are represented by unions or subject to collective bargaining agreements, and only a small number of employees in Germany are represented by a works council. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements. 

 

We support and work to inspire our people with a collaborative and engaging culture, and career development and learning opportunities at all levels, competitive compensation and benefits, an ongoing focus on well-being, and responsive leadership. Starting in 2021, we introduced a common global wellbeing day across the enterprise to recognize the importance of the total wellbeing of our workforce. In addition, in 2022, we introduced Juneteenth as a U.S. holiday to recognize this significant milestone in U.S. history. 

 

In 2023, career development across the Company was prioritized. We listened to employee and manager feedback and implemented an employee-centric strategy. We took the first step towards providing clearer pathways for career progression with the new Career Framework. We started this journey to create a structure that organizes jobs and supports career growth. We believe the Career Framework will put Verisk in a better position to attract, retain, and engage talent to help us meet our current and future business needs. The framework will provide clarity on what it means to be in a certain role, so employees can leverage it to set goals and find different development opportunities within the Company.

 

Each quarter, employees and managers were provided customized training and were prompted to review and discuss goals, progress, and ways to grow and develop. We supported managers by offering targeted training around having productive career conversations. We saw meaningful impact from this training. 63% of managers attended and 75% of managers who attended confirmed having career conversations with their direct reports. This year, we also introduced in-person, conference style career events in five major locations, globally "CareerCon". These events (attended by 755 employees globally) were structured around topics that included career pivots, career growth and career development tools. In addition, over 11,500 attendees were recorded at various targeted training sessions and "Learning Breaks" on topics that included leadership, motivation, feedback, creativity, and learning.

 

Our leadership development programs are targeted at rising professionals and first-time managers. Both programs were redesigned to align with our new corporate values and achieved global reach with the addition of APAC cohorts. Our rising professionals program participation increased by 20% in 2023. The 2023 Leadership Meeting brought together 107 thought leaders across our business. The event fostered understanding of business strategy, visibility, and alignment on 2023 key priorities, and created momentum and engagement for the future. New for 2023, we introduced a targeted learning program for a small group of high potential talent, giving them access to meet members of our Board of Directors and network across business lines.

 

Throughout this year of change and steady improvement, we continued to have an engaged employee population. We continued to curate self-paced learning resources and create real-time opportunities for employees to take charge of their development and learn from each other. All employees have access to our world-class virtual learning platform, which features thousands of courses taught by industry experts. Employees focused on building leadership, organizational, and technical skills on the platform. Course enrollments remained steady at approximately 49,000. Enrollment on our more specialized, long-form learning platform increased by 35%. Learners spent an average of 15 hours on the platform.

 

We offer competitive salaries, short and long-term incentives, and the opportunity for advancement. In addition, our program includes paid time off (“PTO”), flextime and telecommuting options, and a 401(k) program with a 100% company cash match (up to 6%). We also offer health insurance plans, no-cost life insurance equivalent to annual salary (with the option to purchase more), a discounted stock purchase program, a variety of physical, mental, and financial well-being offerings and resources, and more. Terms vary by business unit and country.

 

Employees can also take advantage of our employee networks, grassroots groups that help support diversity-related programs and events and promote an inclusive community. We currently have eight networks: the Verisk Women's Network, the Verisk Pride Network, the Verisk Veterans and Military Service Members Network, the Verisk REACH Network (dedicated to empowering Black employees), the Verisk Parents Network, the Verisk Unidos Network (promoting awareness of Hispanic and Latinx culture), the Verisk Asian Network, the Verisk Accessibility Network, and the recently added Verisk Indigenous Network, launched to commemorate National Day for Truth and Reconciliation in September. In 2023, our Employee Networks (ENs) increased in membership with almost one-third of Verisk employees worldwide in at least one employee network.

 

A global mentoring program sponsored by our ENs is helping participants find an inclusive space in which to develop themselves, grow their careers, and build community. Over 200 mentee/mentor pairs participated in this year's cohort, spanning 14 business functions, 30 locations and 11 countries. Almost 2,000 hours of mentoring were delivered though this formal program in 2023.

 

We hosted our second installment of Days of Understanding in July, as part of the CEO action Pledge for Diversity & Inclusion. Sessions were held over three days that tackled courageous topics and conversations around colorism, transgender rights, women's rights, working parent challenges, and navigating a civilian world. More than 1,000 employees around the globe attended. 

 

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In 2023, we sought to broaden our talent pool by strengthening relationships with professional organizations and career conferences advancing the interest of underrepresented groups. We engaged with several organizations supporting Black and Latino actuaries and engineers, people of color in the insurance industry, women in insurance and technology, and LGBTQ+ professionals in IT and other sectors in India. These organizations include Association of Professional Insurance Women (APIW), Black Engineer of the Year Award (BEYA), Gamma Iota Sigma, International Association of Black Actuaries (IABA), National African American Insurance Association (NIAAIA), Organization Latino Actuaries (OLA), and Reimagining Inclusion for Social Equity (RISE).

 

In 2023, over 800 Verisk employees across 23 locations and 7 countries registered volunteer hours during Verisk Volunteer Week. Efforts included a Rise Against Hunger event with over 50,000 meals packed, donation drives, and local community cleanup activities. 

 

The health and safety of our people working around the globe is a top priority, and our facilities worldwide follow rigorous, internally and externally audited, occupational health and safety policies. We also recognize that protecting the health, safety and wellbeing of our employees is crucial to our ability to continue to address the impact of the global COVID-19 pandemic.

 

The majority of our people worked remotely in 2021 but moved to a hybrid work policy in 2022 and 2023 with at least 2 days in the office. Senior leaders moved to 3 days in the office in 2023. We saw increased collaboration and engagement as a result of these moves.

 

Our employee engagement score for 2023 is at 78%, a 1%-point increase since 2022. Verisk continues to be recognized for our outstanding workplace culture by Great Place to Work® in the U.S., receiving certification for the eighth consecutive year. In 2023, Verisk was certified for the fourth time in the United Kingdom, Spain, and India, and was certified for the second time in Poland. Employees feel Verisk meets the benchmark for innovation, inclusivity, company values, and leaders' effectiveness. We are also earning recognition from seven of the Best Workplaces lists including UK's Best Workplaces, UK's Best Workplace for Women, Spain's Best Workplaces, and Poland's Best Workplaces.  The Great Place to Work Institute is a global authority on high-trust, high-performance workplaces. To achieve certification, Verisk employees are surveyed on the extent to which they reported a consistently great workplace experience. To create an outstanding employee experience, leaders understand and act on their results and insights, and continuously communicate with employees through town halls and local engagement events.

 

Regulation

 

Because our business involves the distribution of certain personal, public, and nonpublic data to businesses and governmental entities that make eligibility, service, and marketing decisions based on such data, certain of our solutions and services are subject to regulation under federal, state, and local laws in the U.S. and, to a lesser extent, in foreign countries. Examples of such regulation include the Fair Credit Reporting Act, which regulates the use of consumer credit report information; the Gramm-Leach-Bliley Act, which regulates the use of nonpublic personal financial information held by financial institutions and applies indirectly to companies that provide services to financial institutions; the Drivers Privacy Protection Act, which prohibits the public disclosure, use, or resale by any state’s department of motor vehicles of personal information about an individual that was obtained by the department in connection with a motor vehicle record, except for a “permissible purpose”; and various other federal, state, and local laws and regulations.

 

Those laws generally restrict the use and disclosure of personal information and provide consumers certain rights to know the manner in which their personal information is being used, to challenge the accuracy of such information, and/or to prevent the use and disclosure of such information. In certain instances, the laws also impose requirements for safeguarding personal information through the issuance of data security standards or guidelines. Certain state laws impose similar privacy obligations as well as obligations to provide notification of security breaches in certain circumstances.

 

We are also licensed as a rating, rate service, advisory, or statistical organization under state insurance codes in all 50 states, Puerto Rico, Guam, the U.S. Virgin Islands, and the District of Columbia. As such an advisory organization, we provide statistical, actuarial, policy language development, and related solutions and services to P&C insurers, including advisory prospective loss costs, other prospective cost information, manual rules, and policy language. We also serve as an officially designated statistical agent of state insurance regulators to collect policy writing and loss statistics of individual insurers and compile that information into reports used by the regulators.

 

Many of our solutions, services, and operations as well as insurers' use of our services are subject to state rather than federal regulation by virtue of the McCarran-Ferguson Act. As a result, many of our operations and solutions are subject to review and/or approval by state regulators. Further, our operations involving licensed advisory organization activities are subject to periodic examinations conducted by state regulators; and our operations and solutions are subject to state antitrust and trade practice statutes within or outside state insurance codes, which are typically enforced by state attorneys general and/or insurance regulators.

 

Available Information

 

We maintain an Investor Relations website on the Internet at investor.verisk.com. We make available free of charge on or through this website, our annual, quarterly, and current reports and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the U.S. Securities and Exchange Commission ("SEC"). For access to the filings, click the “SEC Filings” link on the “Financials” tab on our Investor Relations homepage. The contents of our website are not incorporated into this filing. Verisk trades on the NASDAQ Global Market in the Nasdaq Global Select Market segment under the ticker symbol “VRSK.” Our stock was first publicly traded on October 7, 2009.

 

The public may read any materials filed by Verisk with the SEC on the SEC's Internet site (www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 

 

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Item 1A.

Risk Factors

 

You should carefully consider the following risks and all of the other information set forth in this annual report on Form 10-K before deciding to invest in any of our securities. If any of the following risks actually occurs, our business, financial condition or results of operations would likely suffer. In such case, the trading price of our securities, including our common stock, could decline due to any of these risks, and you may lose all or part of your investment. 

 

Strategic and Operational Risks Related to Our Business

 

We are subject to competition in many of the markets in which we operate and we may not be able to compete effectively.

 

Some markets in which we operate or which we believe may provide growth opportunities for us are highly competitive, and are expected to remain highly competitive. We compete on the basis of quality, customer service, product and service selection, and pricing. Our competitive position in various market segments depends upon the relative strength of competitors in the segment and the resources devoted to competing in that segment. Due to their size, certain competitors may be able to allocate greater resources to a particular market segment than we can. As a result, these competitors may be in a better position to anticipate and respond to changing customer preferences, emerging technologies and market trends. In addition, new competitors and alliances may emerge to take market share away, and as we enter into new lines of business, due to acquisition or otherwise, we face competition from new players with different competitive dynamics. We may be unable to maintain our competitive position in our market segments, especially against larger competitors. We may also invest further to upgrade our systems in order to compete. If we fail to successfully compete, our business, financial position and results of operations may be adversely affected. 

 

To the extent the availability of free or relatively inexpensive information increases, the demand for some of our solutions may decrease.

 

Public sources of free or relatively inexpensive information have become increasingly available recently, particularly through the Internet, and this trend is expected to continue. Governmental agencies in particular have increased the amount of information to which they provide free public access. Public sources of free or relatively inexpensive information may reduce the demand for our solutions. To the extent that customers choose not to obtain solutions from us and instead rely on information obtained at little or no cost from these public sources, our business and results of operations may be adversely affected.

 

If we are unable to develop successful new solutions or if we experience defects, failures and delays associated with the introduction of new solutions, our business could suffer serious harm.

 

Our growth and success depend upon our ability to develop and sell new solutions. If we are unable to develop new solutions, or if we are not successful in introducing and/or obtaining regulatory approval or acceptance for new solutions, or products we develop face sufficient pricing pressure to make them unattractive to pursue, we may not be able to grow our business, or growth may occur more slowly than we anticipate. In addition, significant undetected errors or delays in new solutions may affect market acceptance of our solutions and could harm our business, financial condition or results of operations. In the past, we have experienced delays while developing and introducing new solutions, primarily due to difficulties in developing models, acquiring data and adapting to particular operating environments. Errors or defects in our solutions that are significant, or are perceived to be significant, could result in rejection of our solutions, damage to our reputation, loss of revenues, diversion of development resources, an increase in product liability claims, and increases in service and support costs and warranty claims. 

 

We typically face a long selling cycle to secure new contracts that require significant resource commitments, which result in a long lead time before we receive revenues from new relationships.

 

We typically face a long selling cycle to secure a new contract and there is generally a long preparation period in order to commence providing the services. We typically incur significant business development expenses during the selling cycle and we may not succeed in winning a new customer’s business, in which case we receive no revenues and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential new customer, we may not be successful in obtaining contractual commitments after the selling cycle or in maintaining contractual commitments after the implementation cycle, which may have a material adverse effect on our business, results of operations and financial condition.

 

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We could lose our access to data from external sources, which could prevent us from providing our solutions.

 

We depend upon data from external sources, including data received from customers and various government and public record services, for information used in our data repositories. In general, we do not own the information in these data repositories, and the participating organizations could discontinue contributing information to the data repositories. Our data sources could withdraw or increase the price for their data for a variety of reasons, and we could also become subject to legislative, judicial, or contractual restrictions on the use of such data, in particular if such data is not collected by the third parties in a way that allows us to legally use and/or process the data. We are also reliant on internal controls of third parties to ensure the accuracy of their data. If a third party suffers reputational damage from an underlying issue, we may discontinue using their services. If a substantial number of data sources, or certain key sources, were to withdraw or be unable to provide their data, or if we were to lose access to data due to government regulation, decline in reputation or if the collection of data became uneconomical, our ability to provide solutions to our customers could be impacted, which could materially adversely affect our business, reputation, financial condition, operating results, and cash flows.

 

Agreements with our data suppliers are short-term agreements. Some suppliers are also competitors, which may make us vulnerable to unpredictable price increases and may cause some suppliers not to renew certain agreements. Our competitors could also enter into exclusive contracts with our data sources. If our competitors enter into such exclusive contracts, we may be precluded from receiving certain data from these suppliers or restricted in our use of such data, which would give our competitors an advantage. Such a termination or exclusive contracts could have a material adverse effect on our business, financial position, and operating results if we were unable to arrange for substitute data sources.

 

We derive a substantial portion of our revenues from U.S. P&C primary insurers. If there is a downturn in the U.S. insurance industry or that industry does not continue to accept our solutions, our revenues will decline.
 
Revenues derived from solutions we provide to U.S. P&C primary insurers account for a substantial portion of our total revenues. During the year ended December 31, 2023, approximately 69% of our revenue was derived from solutions provided to U.S. P&C primary insurers. Also, our invoices for certain of our solutions are linked in part to premiums in the U.S. P&C insurance market, which may rise or fall in any given year due to loss experience and capital capacity and other factors in the insurance industry that are beyond our control. In addition, our revenues will decline if the insurance industry does not continue to accept our solutions.
 

Factors that might affect the acceptance of these solutions by P&C primary insurers include the following:

 

 

changes in the business analytics industry;

   

 

 

changes in technology;

   

 

 

our inability to obtain or use state fee schedule or claims data in our insurance solutions;

   

 

 

saturation of market demand;

   

 

 

loss of key customers;

   

 

 

industry consolidation; and

   

 

 

failure to execute our customer-focused selling approach.

 

A downturn in the insurance industry, pricing pressure or lower acceptance of our solutions by the insurance industry could result in a decline in revenues from that industry and have a material adverse effect on our financial condition, results of operations and cash flows.

 

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Acquisitions, other strategic relationships and dispositions of our business, and related integration and separation risks, could result in operating difficulties and other harmful consequences, and we may not be successful in achieving the anticipated benefits of such transactions.

 

Our long-term business strategy includes growth through acquisitions and other strategic relationships. Future acquisitions may not be completed on acceptable terms and acquired assets, data or businesses may not be successfully integrated into our operations, and we may ultimately divest unsuccessful acquisitions or investments. Moreover, from time to time we may also undertake dispositions of certain businesses or assets. Any acquisitions, investments and dispositions will be accompanied by the risks commonly encountered in such transactions. Such risks include, among other things:

 

 

failing to implement or remediate controls, procedures and policies appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls, procedures and policies;

     
 

paying more than fair market value for an acquired company or assets, or receiving less than fair market value for disposed businesses or assets;
   

 

 

failing to integrate or separate the operations and personnel of the acquired or disposed businesses in an efficient, timely manner;
   

 

 

assuming potential liabilities of an acquired company;

   

 

 

managing the potential disruption to our ongoing business;

 

 

distracting management focus from our core businesses;

   

 

 

failing to retain management at the acquired company;

 

 

 

 

difficulty in acquiring suitable businesses, including challenges in predicting the value an acquisition will ultimately contribute to our business;
   

 

 

possibility of overpaying for acquisitions, particularly those with significant intangible assets that derive value using novel tools and/or are involved in niche markets;
   

 

 

impairing relationships with employees, customers, and strategic partners;

   

 

 

incurring expenses associated with the amortization of intangible assets particularly for intellectual property and other intangible assets;
   

 

 

incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets due to changes in market conditions, weak economies in certain competitive markets, or the failure of certain acquisitions to realize expected benefits; and
   

 

 

diluting the share value and voting power of existing stockholders.

 

The anticipated benefits of many of our acquisitions may not materialize. Future acquisitions or dispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill and other intangible assets, any of which could harm our financial condition.

 

We may incur substantial additional indebtedness in connection with future acquisitions.

 

In order to finance acquisitions, which are an important part of our long-term growth strategy, we may incur substantial additional indebtedness and such increased leverage could adversely affect our business. In particular, the increased leverage could increase our vulnerability to sustained, adverse macroeconomic weakness, limit our ability to obtain further financing and limit our ability to pursue other operational and strategic opportunities. Further, the Federal Reserve has increased its benchmark interest rate multiple times in 2023 in a bid to reduce rising inflation rates in the United States. These interest rate increases have resulted in higher short-term and long-term borrowing costs. The increased leverage, potential lack of access to financing and increased expenses could have a material adverse effect on our financial condition, results of operations and cash flows.

 

There may be consolidation in our end customer market, which could reduce the use of our services.

 

Mergers or consolidations among our customers could reduce the number of our customers and potential customers. This could adversely affect our revenues even if these events do not reduce the aggregate number of customers or the activities of the consolidated entities. If our customers merge with or are acquired by other entities that are not our customers, or that use fewer of our services, they may discontinue or reduce their use of our services. The adverse effects of consolidation will be greater in sectors that we are particularly dependent upon, for example, in the P&C insurance sector. Any of these developments could materially adversely affect our business, financial condition, operating results, and cash flows. 

 

17

 

Financial and Economic Risks Related to Our Business

 

General economic, political and market forces and dislocations beyond our control could reduce demand for our solutions and harm our business.

 

The demand for our solutions may be impacted by domestic and international factors that are beyond our control, including macroeconomic, political and market conditions, the energy transition driven by climate change and decarbonization, the availability of short-term and long-term funding and capital, the level and volatility of interest rates, currency exchange rates, and inflation. Any one or more of these factors may contribute to reduced activity and prices in the securities markets generally and could result in a reduction in demand for our solutions, which could have an adverse effect on our results of operations and financial condition. A significant additional decline in the value of assets for which risk is transferred in market transactions could have an adverse impact on the demand for our solutions.

 

Our financial position may be impacted by audit examinations or changes in tax laws or tax rulings.

 

Our existing corporate structure and tax positions have been implemented in a manner which we believe is compliant with current prevailing tax laws. However, changes in existing tax laws or rulings, including Federal, State and International, could have a significant impact on our effective tax rate, cash tax positions and deferred tax assets and liabilities. Tax audit examinations with an adverse outcome could have a negative effect in the jurisdictions in which we operate. Furthermore, the Organization for Economic Co-operation and Development (OECD) has issued Pillar Two model rules for a global minimum tax of 15% that has been agreed upon in principle by over 140 countries. Although we do not expect Pillar Two to materially increase our tax expense, the ultimate impact will depend on the implementation of specific rules in each jurisdiction. Accordingly, we will continue to monitor global legislative action for potential impacts. In addition, our tax positions are impacted by fluctuations in our earnings and financial results in the various countries in which we do business. 

 

Cybersecurity and Product/Technology Risks Related to Our Business

 

Fraudulent or unpermitted data access and other cyber-security or privacy breaches may negatively impact our business and harm our reputation.

 

Security breaches in our facilities, computer networks, and data repositories may cause harm to our business and reputation and result in a loss of customers. Many of our solutions involve the storage and transmission of proprietary information and sensitive or confidential data, which are significantly complex with various uses across businesses and locations. With a large number of inter-related systems, keeping the technology current and managing vulnerabilities is challenging. As with other global companies, our systems are regularly subject to cyber-attacks, cyber-threats, attempts at fraudulent access, physical break-ins, computer viruses, attacks by hackers and similar disruptive problems. As cyber-threats continue to evolve, we are required to expend significant additional resources to continue to modify and enhance our protective measures and to investigate and remediate any information security vulnerabilities and incidents. Despite efforts to ensure the integrity of our systems and implement controls, processes, policies and other protective measures, we may not be able to anticipate or detect all security breaches or fraudulent access attempts, nor may we be able to implement guaranteed preventive measures against such security breaches or fraudulent access attempts. Cyber-threats are rapidly evolving and we may not be able to anticipate, prevent or detect all such attacks and could be held liable for any security breach or loss.

 

Third-party contractors, including cloud-based service providers, also may experience security breaches involving the storage and transmission of proprietary information. If users gain improper access to our data repositories, they may be able to steal, publish, delete or modify confidential third-party information that is stored or transmitted on our networks. Our business relies on the secure processing, transmission, storage and retrieval of confidential, proprietary and other information in our computer and data management systems and networks, and in the computer and data management systems and networks of third parties. In addition, to access our network, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks.

 

In addition, customers’, employees’ or other’s misuse of and/or gaining fraudulent or unpermitted access to or failure to properly secure our information or services could cause harm to our business and reputation and result in loss of customers. Any such misappropriation and/or misuse of or failure to properly secure our information could result in us, among other things, being in breach of certain data protection and related legislation.

 

A security or privacy breach may affect us in the following ways:

 

 

deterring customers from using our solutions;

   

 

 

deterring data suppliers from supplying data to us;

   

 

 

harming our reputation;

   

 

 

exposing us to liability;

   

 

 

increasing operating expenses to correct problems caused by the breach;

   

 

 

affecting our ability to meet customers’ expectations; and/or

   

 

 

causing inquiry from governmental authorities.

 

Incidents in which consumer data has been fraudulently or improperly acquired or viewed, or any other security or privacy breaches, have in the past occurred, and may in the future occur and could go undetected. The number of potentially affected consumers identified by any future incidents is inherently uncertain. Any such incident could materially adversely affect our business, reputation, financial condition, operating results and cash flows. In addition, media or other reports of perceived security vulnerabilities to our systems or those of our third-party suppliers, even if no breach has been attempted or occurred, could also adversely impact our reputation and materially impact our business.

 

18

 

We may lose key business assets, through the loss of data center capacity or the interruption of telecommunications links, the internet, or power sources, which could significantly impede our ability to do business. 

 

Our operations depend on our ability, as well as that of third-party service providers to whom we have outsourced several critical functions, to protect data centers, whether in cloud or dedicated environments, and related technology against damage from hardware failure, fire, flood, power loss, telecommunications failure, impacts of terrorism, breaches in security (such as the actions of computer hackers), natural disasters, or other disasters. Certain of our facilities are located in areas that could be impacted by coastal flooding, earthquakes or other disasters. The online services we provide are dependent on links to telecommunications providers. In addition, we generate a significant amount of our revenues through telesales centers and websites that we utilize in the acquisition of new customers, fulfillment of solutions and services and responding to customer inquiries. We may not have sufficient redundant operations to cover a loss or failure in all of these areas in a timely manner. Certain of our customer contracts provide that our online servers may not be unavailable for specified periods of time. Any damage to our or our third-party service provider’s data centers, failure of our telecommunications links or inability to access these telesales centers or websites could cause interruptions in operations that materially adversely affect our ability to meet customers’ requirements, resulting in decreased revenue, operating income and earnings per share.

 

A technology vendor that provides critical services, such as cloud-based infrastructure, creates a single point of failure resulting in pricing or contract lock-in risk.

 

As our operations migrate to a cloud-based information technology infrastructure and delivery model (distributed computing infrastructure platform for business), systems are consolidated into a smaller number of large infrastructure suppliers. We cannot easily switch cloud providers, meaning that any disruption of or interference with our use of a particular supplier, would impact our operations and our business would be adversely impacted. Any of the few of these suppliers could suffer an outage which would in turn result in an outage for one or more of our products. These suppliers could also be subject to regulatory actions, or conflicts of interest which could force us to seek alternative suppliers in a short time period, at an economic disadvantage. 

 

Generative AI use by our customers or other third parties could result in the replacement of our existing products and/or solutions or the reduction of their relevance.

 

For a subset of our products we rely on proprietary or copyrighted material which could be fed into generative AI large language models without our knowledge. This could result in duplication of our products or solutions by generative AI tools and reduce the relevance or value proposition of such products or solutions. 

 

Our own use of AI, including but not limited to generative AI, to enhance our products could lead to unanticipated consequences such as ethical, compliance, privacy-observing, bias-reducing, and/or intellectual property issues. 

 

Increasing use of AI, including but not limited to generative AI models, in our internal systems may create new attack methods for adversaries and raise ethical, technological, legal, regulatory, and other challenges, which may negatively impact our brands and demand for our products and services. Our business policies and internal security controls may not keep pace with these changes as new threats emerge, or the emerging cybersecurity regulations in jurisdictions worldwide.  Additionally, we are actively adding new generative AI features to our services. Because the generative AI landscape is developing and inherently risky, no assurance can be given that such strategies and offerings will be successful or will not harm our reputation, financial condition, and operating results. Product features that rely on generative AI may be susceptible to unanticipated security threats from sophisticated adversaries. 

 

We use analytical models to assist our customers in key areas, such as underwriting, claims, reserving, and catastrophe risks, but actual results could differ materially from the model outputs and related analyses.

 

We use various modeling techniques (e.g., scenarios, predictive, stochastic and/or forecasting) and data analytics to analyze and estimate exposures, loss trends and other risks associated with our products. We use the modeled outputs and related analyses to assist customers with decision-making (e.g., underwriting, pricing, claims, reserving, reinsurance, and catastrophe risk). The modeled outputs and related analyses are subject to various assumptions, uncertainties, model errors and the inherent limitations of any statistical analysis, including the use of historical internal and industry data. In addition, the modeled outputs and related analyses may occasionally contain inaccuracies, perhaps in material respects, including as a result of inaccurate inputs or applications thereof. Climate change and other variables may make modeled outcomes less certain or produce new, non-modeled risks. Consequently, actual results may differ materially from our modeled results. If, based upon these models or other factors, we provide inaccurate information to customers, or overestimate the risks we are exposed to, new business growth and retention of our existing business may be adversely affected which could have an adverse effect on our results of operations and financial condition.

 

19

 

Legal, Regulatory and Compliance Risks Related to Our Business

 

We will continue to rely upon proprietary technology rights, and if we are unable to protect them, our business could be harmed.

 

Our success depends, in part, upon our intellectual property rights. To date, we have relied primarily on a combination of copyright, patent, trade secret, and trademark laws and nondisclosure and other contractual restrictions on copying and distribution to protect our proprietary technology. This protection of our proprietary technology is limited, and our proprietary technology could be used by others without our consent. In addition, patents may not be issued with respect to our pending or future patent applications, and our patents may not be upheld as valid or may not prevent the development of competitive products. Businesses we acquire also often involve intellectual property portfolios, which increase the challenges we face in protecting our strategic advantage. Any disclosure, loss, invalidity of, or failure to protect our intellectual property could negatively impact our competitive position, and ultimately, our business. Our protection of our intellectual property rights in the U.S. or abroad may not be adequate and others, including our competitors, may use our proprietary technology without our consent. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could harm our business, financial condition, results of operations, and cash flows.

 

Regulatory developments could negatively impact our business.

 

Because personal, public and non-public information is stored in some of our data repositories, we are vulnerable to government regulation and adverse publicity concerning the use of our data. We provide many types of data and services that already are subject to regulation under the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, Driver’s Privacy Protection Act, the European Union’s General Data Protection Regulation, the Dodd Frank Wall Street Reform and Consumer Protection Act and to a lesser extent, various other federal, state, and local laws and regulations. These laws and regulations are designed to protect the privacy of the public and to prevent the misuse of personal information in the marketplace. However, many consumer advocates, privacy advocates, and government regulators believe that the existing laws and regulations do not adequately protect privacy. They have become increasingly concerned with the use of personal information, particularly social security numbers, department of motor vehicle data and dates of birth. As a result, they are lobbying for further restrictions on the dissemination or commercial use of personal information to the public and private sectors. Similar initiatives are under way in other countries in which we do business or from which we source data. We have implemented various measures to comply with the data privacy and protection principles of the European Union’s General Data Protection Regulation, however, there can be no assurances that such methods will be deemed fully compliant. If we are unable to comply with the data privacy and protection principles adopted pursuant to the General Data Protection Regulation, it will impede our ability to conduct business between the U.S. and the E.U. which could have a material adverse effect on our business, financial position, results of operations or cash flows.

 

The following legal and regulatory developments also could have a material adverse effect on our business, financial position, results of operations or cash flows:

 

 

amendment, enactment, or interpretation of laws and regulations which restrict the access and use of personal information and reduce the supply of data available to customers;

   

 

 

changes in cultural and consumer attitudes to favor further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions;

   

 

 

failure of our solutions to comply with current and future laws and regulations; and

   

 

 

failure of our solutions to adapt to changes in the regulatory environment in an efficient, cost-effective manner.

 

20

 

We are subject to antitrust, consumer protection, intellectual property and other litigation, as well as governmental investigations, and may in the future become further subject to such litigation and investigations; an adverse outcome in such litigation or investigations could have a material adverse effect on our financial condition, revenues and profitability.

 

We participate in businesses (particularly insurance-related businesses and services) that are subject to substantial litigation, including antitrust, consumer protection and intellectual property litigation. In addition, our insurance specialists are in the business of providing advice on standard contract terms, which if challenged could expose us to substantial reputational harm and possible liability. We are subject to the provisions of a 1995 settlement agreement in an antitrust lawsuit brought by various state Attorneys General and private plaintiffs, which imposes certain constraints with respect to insurer involvement in our governance and business.

 

Our failure to successfully defend or settle any litigation or resolve any governmental investigation could result in liability that, to the extent not covered by our insurance, could have a material adverse effect on our financial condition, revenues and profitability. Given the nature of our business, we may be subject to litigation or investigation in the future. Even if the direct financial impact of such litigation or investigations is not material, settlements or judgments arising out of such litigation or investigations could include further restrictions on our ability to conduct business, including potentially the elimination of entire lines of business, which could increase our cost of doing business and limit our prospects for future growth. 

 

We could face claims for intellectual property infringement, which if successful could restrict us from using and providing our technologies and solutions to our customers.

 

There has been substantial litigation and other proceedings, particularly in the U.S., regarding patent and other intellectual property rights in the information technology industry. There is a risk that we are infringing, or may in the future infringe, the intellectual property rights of third parties. We have, from time-to-time, been subject to litigation alleging intellectual property infringement. We monitor third-party patents and patent applications that may be relevant to our technologies and solutions and we carry out freedom to operate analysis where we deem appropriate. However, such monitoring and analysis has not been, and is unlikely in the future to be, comprehensive, and it may not be possible to detect all potentially relevant patents and patent applications. Since the patent application process can take several years to complete, there may be currently pending applications, unknown to us, that may later result in issued patents that cover our products and technologies. As a result, we may infringe existing and future third-party patents of which we are not aware. As we expand our operations there is a higher risk that such activity could infringe the intellectual property rights of third parties.

 

Third-party intellectual property infringement claims and any resultant litigation against us or our technology partners or providers, could subject us to liability for damages, restrict us from using and providing our technologies and solutions or operating our business generally, or require changes to be made to our technologies and solutions. Even if we prevail, litigation is time consuming and expensive to defend and would result in the diversion of management’s time and attention.

 

If a successful claim of infringement is brought against us and we fail to develop non-infringing technologies and solutions or to obtain licenses on a timely and cost-effective basis, this could materially adversely affect our business, reputation, financial condition, operating results, and cash flows.

 

We are subject to extensive procurement laws and regulations, including those that enable the U.S. government to terminate contracts for convenience. Our business and reputation could be adversely affected if we or those we do business with fail to comply with or adapt to existing or new procurement laws and regulations which are constantly evolving. 

 

We and others with which we do business must comply with laws and regulations relating to the award, administration and performance of U.S. government contracts. Government contract laws and regulations affect how we do business with our customers and impose certain risks and costs on our business. A violation of these laws and regulations by us, our employees, or others working on our behalf, such as a supplier or a joint venture partner, could harm our reputation and result in the imposition of fines and penalties, the termination of our contracts, suspension or debarment from bidding on or being awarded contracts, loss of our ability to perform services and civil or criminal investigations or proceedings. In addition, costs to comply with new government regulations can increase our costs, reduce our margins, and adversely affect our competitiveness.

 

Government contract laws and regulations can impose terms, obligations or penalties that are different than those typically found in commercial transactions. One of the significant differences is that the U.S. government may terminate any of our government contracts, not only for default based on our performance, but also at its convenience. Generally, prime contractors have a similar right under subcontracts related to government contracts. If a contract is terminated for convenience, we typically would be entitled to receive payments for our allowable costs incurred and the proportionate share of fees or earnings for the work performed. However, to the extent insufficient funds have been appropriated by the U.S. government to a particular program to cover our costs upon a termination for convenience, the U.S. government may assert that it is not required to appropriate additional funding. If a contract is terminated for default, the U.S. government could make claims to reduce the contract value or recover its procurement costs and could assess other special penalties, in some cases in excess of the contract value, exposing us to liability and adversely affecting our ability to compete for future contracts and orders. In addition, the U.S. government could terminate a prime contract under which we are a subcontractor, notwithstanding the fact that our performance and the quality of the products or services we delivered were consistent with our contractual obligations as a subcontractor. Similarly, the U.S. government could indirectly terminate a program or contract by not appropriating funding. The decision to terminate programs or contracts for convenience or default could adversely affect our business and future financial performance.

 

 

21

 

General Risk Factors related to our Business

 

Our operations are subject to additional risks inherent in international operations.

 

With operations in 19 countries, we provide services to the insurance industry worldwide, including operations in various developing nations. Both current and future foreign operations could be adversely affected by unfavorable geopolitical developments, including legal and regulatory changes; tax changes; changes in trade policies; changes to visa or immigration policies; regulatory restrictions; government leadership changes; political events and upheaval; sociopolitical instability; social, political or economic instability resulting from climate change; and nationalization of our operations without compensation. Adverse activity in any one country could negatively impact operations, increase our loss exposure under certain of our insurance products, and could, otherwise, have an adverse effect on our business, liquidity, results of operations, and financial condition depending on the magnitude of the events and our net financial exposure at that time in that country.

 

Conducting extensive international operations subjects us to risks that are inherent in international operations, including challenges posed by different pricing environments and different forms of competition; lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements, tariffs and other barriers; unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties, or other trade restrictions; differing technology standards; difficulties in collecting accounts receivable; difficulties in managing and staffing international operations; varying expectations as to employee standards; potentially adverse tax consequences, including possible restrictions on the repatriation of earnings; and reduced or varied protection for intellectual property rights in some countries. In addition, our international operations subject us to obligations associated with anti-corruption laws and regulations, such as the U.K. Bribery Act 2010, the U.S. Foreign Corrupt Practices Act and regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of export controls, anti-corruption laws or regulations, and other laws, rules, sanctions, embargoes, and regulations. 

 

Moreover, international operations could be interrupted and negatively affected by economic changes, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, and other economic or political uncertainties. All of these risks could result in increased costs or decreased revenues, either of which could have a material adverse effect on our financial condition, results of operations and cash flows.

 

We may fail to attract and retain enough qualified employees to support our operations, which could have an adverse effect on our ability to expand our business and service our customers.

 

Our business relies on large numbers of skilled employees and our success depends on our ability to attract, train and retain a sufficient number of qualified employees. If our attrition rate increases, our operating efficiency and productivity may decrease. We compete for employees not only with other companies in our industry, but also with companies in other industries, such as software services, engineering services and financial services companies, and there is a limited pool of employees who have the skills and training needed to do our work.

 

If our business continues to grow, the number of people we will need to hire will increase. We will also need to increase our hiring if we are not able to maintain our attrition rate through our current recruiting and retention policies. Increased competition for employees could have an adverse effect on our ability to expand our business and service our customers, as well as cause us to incur greater personnel expenses and training costs.

 

Physical and transition risks associated with climate change and its consequences could disrupt operations, threaten the safety of employees, or negatively impact our financial performance.

 

While we seek to be a strategic partner to the global insurance industry in analyzing risks related to climate change and building resilience, we recognize that there are inherent risks wherever business is conducted.  Climate-related events and its associated risks including acute physical risk such as heatwave, hurricane/cyclone, inland flooding, and wildfire, and chronic physical risk such as sea level rise and water stress could disrupt our operations and threaten the safety of our employees. Transition risks associated with achieving a lower-carbon global economy encompassing policy and legal risk such as potential costs associated with the introduction of mandatory global carbon pricing and potential regulatory mandates involving climate-related reporting obligations, technology risk such as the potential increase in costs associated with a mandated transition to low-emissions technologies, market risk such as the potential impacts of a market shift in customer demand toward low-carbon solutions, and reputation risk such as potential impacts on our business from increasing stakeholder expectations related to real or perceived deficiencies associated with our climate leadership, strategy, performance, or disclosures could negatively impact our financial performance.

 

22

 

We are transitioning to a new Enterprise Resource Planning system and our ability to manage our business and monitor results is highly dependent upon information and communication systems. A failure of these systems or the ERP implementation could disrupt our business and results of operations.

 

We are highly dependent upon a variety of internal computer and telecommunication systems to operate our business, including our enterprise resource planning (“ERP”) systems.

 

In order to continue support of our growth, we are making significant technological upgrades to our information systems. We are in the process of implementing a company-wide, single ERP software system and related processes to perform various functions and improve on the efficiency of our global business. This is a lengthy and expensive process that will result in a diversion of resources from other operations. Continued execution of the project plan, or a divergence from it, may result in cost overruns, project delays or business interruptions. In addition, divergence from our project plan could impact the timing and/or extent of benefits we expect to achieve from the system and process efficiencies.

 

Any disruptions, delays or deficiencies in the design and/or implementation of the new ERP system, or in the performance of our legacy systems, particularly any disruptions, delays or deficiencies that impact our operations, could adversely affect our ability to effectively run and manage our business and adversely affect our reputation, competitive position, business, results of operations and financial condition.

 

Risks Related to Our Common Stock

 

If there are substantial sales of our common stock, our stock price could decline.

 

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market, or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem attractive. As of December 31, 2023, our ten largest shareholders owned 40.3% of our common stock, including 2.5% of our common stock owned by our Employee Stock Ownership Plan or ESOP. Such stockholders are able to sell their common stock in the public market from time to time without registration, and subject to limitations on the timing, amount and method of those sales imposed by securities laws. If any of these stockholders were to sell a large number of their common stock, the market price of our common stock could decline significantly. In addition, the perception in the public markets that sales by them might occur could also adversely affect the market price of our common stock.

 

Pursuant to our equity incentive plans, options to purchase approximately 2,732,670 shares of common stock were outstanding as of February 16, 2024. We filed a registration statement under the Securities Act, which covers the shares available for issuance under our equity incentive plans (including for such outstanding options) as well as shares held for resale by our existing stockholders that were previously issued under our equity incentive plans. Such further issuance and resale of our common stock could cause the price of our common stock to decline.

 

Also, in the future, we may issue our securities in connection with investments and acquisitions. The amount of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding common stock.

 

Our capital structure, level of indebtedness and the terms of anti-takeover provisions under Delaware law and in our amended and restated certificate of incorporation and bylaws could diminish the value of our common stock and could make a merger, tender offer or proxy contest difficult or could impede an attempt to replace or remove our directors.

 

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable or make it more difficult for stockholders to replace directors even if stockholders consider it beneficial to do so. Our certificate of incorporation and bylaws:

 

 

authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to increase the number of outstanding shares to thwart a takeover attempt;

   

 

 

prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of the stock to elect some directors;

   

 

 

require that vacancies on the Board of Directors, including newly created directorships, be filled only by a majority vote of directors then in office;

   

 

 

limit who may call special meetings of stockholders;

   

 

 

prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a meeting of the stockholders; and

   

 

 

establish advance notice requirements for nominating candidates for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

 

In addition, Section 203 of the Delaware General Corporation Law may inhibit potential acquisition bids for us. As a public company, we are subject to Section 203, which regulates corporate acquisitions and limits the ability of a holder of 15% or more of our stock from acquiring the rest of our stock. Under Delaware law, a corporation may opt out of the anti-takeover provisions, but we do not intend to do so.

 

These provisions may prevent a stockholder from receiving the benefit from any premium over the market price of our common stock offered by a bidder in a potential takeover. Even in the absence of an attempt to effect a change in management or a takeover attempt, these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future. 

 

 

23

 

 

 

Item 1B.

Unresolved Staff Comments

 

Not Applicable.

 

Item 1C. Cybersecurity 

 

We remain steadfast in our commitment to safeguarding the confidentiality, integrity, availability, and responsible use of data. Our rigorous approach to cybersecurity is a comprehensive framework comprising cyber risk governance, risk identification and management, risk prevention and protection, monitoring and detection, and response and recovery planning, which is an integral part of our overall enterprise risk management ("Framework").

 

Cyber risk governance is founded on direction and priorities established by our leadership, supported and overseen by the Board of Directors (Board), and deployed through our Framework. The Framework leverages proven standards such as those embedded in the National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF"), which are generally accepted by cybersecurity leaders across industries.

 

The Board oversees our management of cybersecurity, including oversight of appropriate risk mitigation strategies. The Board receives regular reports from executives about our cybersecurity risks, management review processes, overall health and readiness to respond to an incident. As of February 2024, the Board established and convened the first meeting of the Risk Committee of the Board, which in coordination with other relevant Board Committees as appropriate, oversees risk assessment and risk management, including but not limited to the policies, procedures and strategic approach to cyber, technology and information security risks. The Risk Committee of the Board also reports material cybersecurity risks to our full Board.

 

The Executive Risk Management Committee ("ERMC"), which includes the top corporate executives, is responsible for providing guidance and enforcing our Framework, including the strategies, policies, procedures, processes, and systems, established by management to identify, assess, measure, monitor, and manage risks. The ERMC also reinforces the corporate risk appetite, determines whether residual risk is acceptable, and confirms materiality of security incidents.

 

The Enterprise Risk Management ("ERM") division oversees and advises on implementation of the Framework throughout our business units. In doing so, the ERM division aggregates and assesses risk across the enterprise. Within the ERM division is the Chief Information Security Officer ("CISO"), who leads our Cybersecurity and Information Risk Management functions. The CISO’s functions partner with the business units to help ensure that cybersecurity risk management strategies are implemented and dedicated liaisons from the business units report to the CISO with meaningful cybersecurity risks, threats, incidents and vulnerabilities in accordance with the CISO’s reporting framework. The ERM division hosts training and awareness sessions, sponsors working groups across the enterprise on critical security topics and provides centralized cybersecurity incident response. Also within the ERM division is our third-party risk program, which implements processes to identify cybersecurity risk associated with our third-party providers. Management, including the CISO and our cybersecurity team, regularly update the Risk committee on our cybersecurity programs, material cybersecurity risks and mitigation strategies and provide cybersecurity reports quarterly that cover, among other topics, third-party assessments of the company's cybersecurity programs, developments in cybersecurity and updates to the company's cybersecurity programs and mitigation strategies.

 

Our business units have dedicated liaisons for risk management activities, who participate in a global security council designed to facilitate implementation of the Framework and associated policies. As custodians and/or processors of our stakeholders’ data, our business units also accept certain compliance responsibilities, including but not limited to, aspects of the General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act (CCPA), the Gramm-Leach Bliley Act ("GLBA"), the Health Insurance Portability and Accountability Act ("HIPAA"), the Fair Credit Reporting Act ("FCRA"), and the Payment Card Industry ("PCI") standard, all to the extent applicable. For each of its business units, we seek to actively confirm that its risk management practices fulfill applicable compliance requirements.

 

We have adopted a defense-in-depth strategy with a wide range of measures to secure our technology infrastructure and data as per our Framework. Security measures cover the following key areas as aligned with NIST CSF: risk identification and management, risk prevention and protection, monitoring and detection, and response and recovery planning. Key control functions that comprise the security measures include but are not limited to: risk assessment, asset management, supply chain risk management, identity and access management, customer credentialing, physical security, application and infrastructure security, perimeter and network security, secure development and change management, configuration management, endpoint security, security audit logging and monitoring, security operations center, incident response, business continuity and disaster recovery.

 

Our cybersecurity strategy includes the engagement of strategic providers, consultants and independent assessors to inform us of cyber threats and assess the effectiveness of control design and implementation. Strategic providers include, but are not limited to, a Managed Security Service Provider for our security operations center, as well as service providers that supplement incident response processes related to threat intelligence and dark web monitoring. Independent assessors include, but are not limited to, our Internal Audit Department which provides reports to the Audit Committee, as well as assessors that are engaged directly to perform external audits and penetration tests. Through independent assessors, our commitment to security has earned ISO 27001:2013 Certification for our core ERM centrally provided cybersecurity services, which is an international standard for best practices associated with our Information Security Management System.

 

To date, risks from cybersecurity threats have not materially affected, and we currently do not expect that such risks are reasonably likely to materially affect, our business strategy, results of operations, or financial condition. As discussed more fully under “Item 1A – Risk Factors,” although our processes are designed to help identify, protect, detect, respond to and mitigate potential cybersecurity incidents, cybersecurity threats are rapidly evolving and we may not be able to anticipate, prevent or detect all such attacks and there is no guarantee that a future cybersecurity incident would not materially affect our business strategy, results of operations, or financial condition.

 

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Item 2.

Properties

 

Our headquarters are in Jersey City, New Jersey. As of December 31, 2023, our principal offices consisted of the following properties:

 

Location

 

Square Feet

 

Lease Expiration Date

Jersey City, New Jersey

  352,765  

December 31, 2033

Lehi, Utah

  124,986  

April 30, 2031

Boston, Massachusetts

  115,271  

November 30, 2030

    Hyderabad, India   92,442   September 30, 2028

London, United Kingdom

  50,677  

November 29, 2030

Krakow, Poland

  21,519  

June 30, 2028

    

We also lease offices in 16 states in the U.S., and 18 offices outside the U.S. to support our international operations in Australia, Canada, China, Costa Rica, France, Germany, India, Ireland, Italy, Japan, Nepal, Poland, Republic of Korea, Singapore, Spain, Singapore, Sweden, and UK.

 

We believe that our properties are in good operating condition and adequately serve our current business operations. We also anticipate that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion.

 

Item 3.

Legal Proceedings

 

See Note 21, Commitments and Contingencies, to the consolidated financial statements included in Item 8 Part II of this 10-K for information regarding certain legal proceedings in which we are involved.

 

Item 4.

Mine Safety Disclosures

 

Not Applicable.

 

25

 

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Verisk trades under the ticker symbol “VRSK” on the NASDAQ Global Select Market. As of February 16, 2024, there were approximately 74 stockholders of record. We believe the number of beneficial owners is substantially greater than the number of record holders because a large portion of common stock is held in “street name” by brokers.

 

On February 14, 2023, April 25, 2023, July 26, 2023, and October 25, 2023, our Board approved a cash dividend of $0.34 per share of common stock issued and outstanding to the holders of record as of March 15, 2023, June 15, 2023, September 15, 2023, and December 15, 2023, respectively. Cash dividends of $196.8 million and $195.2 million were paid during the years ended December 31, 2023 and 2022 and recorded as a reduction to retained earnings, respectively. We have a publicly announced share repurchase plan and repurchased a total of 86,204,465 shares since our IPO through December 31, 2023. As of December 31, 2023, we had 400,694,309 shares of treasury stock. 

 

 

Performance Graph

    

The graph below compares the cumulative total stockholder return on $100 invested in our common stock, with the cumulative total return on $100 invested in the S&P 500 index, an aggregate index of our proxy peers used in our Notice of Annual Meeting of Stockholders and Proxy Statement filed with the Securities and Exchange Commission on April 7, 2023 and an aggregate index of our proxy peer used in our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days of December 31, 2023 (the "Proxy Statement"). In the transition year, the table and the graph below include both the prior and the new indices of peer companies. The new peer issuers used for this graph are Black Knight, Inc., Nasdaq Inc., CoStar Group Inc., Equifax Inc., Fair Isaac Corp., Gartner, Inc., Global Payments, Inc., Clarivate PLC, Intercontinental Exchange, Inc., Jack Henry & Associates Inc., Moody’s Corporation, MSCI Inc., S&P Global, and TransUnion. The old peer issuers used for this graph are Black Knight, Inc., CoreLogic Inc. (as of June 3, 2021, CoreLogic was no longer a publicly-traded company), CoStar Group Inc., Equifax Inc., Fair Isaac Corp., Gartner, Inc., Global Payments, Inc., IHS Markit (as of February 26, 2022, IHS Markit was no longer a publicly-traded company), Intercontinental Exchange, Inc., Jack Henry & Associates Inc., Moody’s Corporation, MSCI Inc., S&P Global, and TransUnion. The graph assumes that the value of investment in our common stock and each index was $100 at December 31, 2018 and that all cash dividends were reinvested. 

 

 

COMPARISON OF CUMULATIVE TOTAL RETURN

Assumes $100 Invested on December 31, 2018

Assumes Dividend Reinvested

Fiscal Year Ended December 31, 2023

 
picture4.jpg
 
 

 

Recent Sales of Unregistered Securities

 

We had no unregistered sales of equity securities during 2023.

 

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Issuer Purchases of Equity Securities

 

Under the Repurchase Program, we may repurchase stock in the market or as otherwise determined by us. These authorizations have no expiration dates and may be suspended or terminated at any time. As of December 31, 2023, we had $641.5 million available to repurchase shares, being the remaining unused portion of a $3.0 billion authorization, which became effective on February 1, 2023. Our share repurchases for the quarter ended December 31, 2023 are set forth below:

 

 

Period

 

Total Number of Shares Purchased

    Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs     Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs  
                           

(in millions)

 

October 1, 2023 through October 31, 2023

                    $ 891.5  

November 1, 2023 through November 30, 2023

                    $ 891.5  

December 1, 2023 through December 31, 2023

    1,738,711   (1,2) $ 225.76   (1,2)   1,738,711     $ 641.5  
      1,738,711   (1,2) $ 225.76   (1,2)   1,738,711          

_______________

(1) In March 2023, we entered into Accelerated Share Repurchase ("ASR") agreements to repurchase shares of our common stock for an aggregate purchase price of $2.5 billion with Citibank, N.A. and Goldman Sachs & Co. LLC, respectfully. The ASR agreements are accounted for as treasury stock transactions and forward stock purchase agreements indexed to our common stock. Upon payment of the aggregate purchase price on March 7, 2023, we received an initial delivery of an aggregate of 10,655,301 shares of our common stock at an initial price of $187.70 per share, representing approximately 80 percent of the aggregate purchase price. Upon the final settlement of this ASR agreement in December of 2023, we received 865,232 additional shares, as determined by the daily volume weighted average share price of our common stock of $217.00 during the term of these ASR agreements.

 

(2) In December 2023, we entered into an additional ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $250.0 million with Goldman Sachs & Co. LLC. The ASR agreement is accounted for as a treasury stock transactions and a forward stock purchase agreement indexed to our common stock. Upon payment of the aggregate purchase price on December 14, 2023, we received an initial delivery of 873,479 shares of our common stock at an initial price of $243.28 per share, representing approximately 85 percent of the aggregate purchase price. Upon the final settlement of this ASR agreement in February 2024, we received 178,227 additional shares as determined by the daily volume weighted average share price of our common stock of $237.71 during the term of this ASR agreement.

 

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Item 6.

[Reserved]

 

 

 

28

 

Item 7.

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 elsewhere in this annual report on Form 10-K. 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.” New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities law. This discussion includes a comparison of our results of operations, liquidity and capital resources, financing and financing capacity and cash flow for the years ended December 31, 2023 and 2022.

    

We are a leading data analytics provider serving clients in the insurance markets. 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 client workflows. We offer predictive analytics and decision support solutions to clients in rating, underwriting, claims, catastrophe and weather risk, global risk analytics, and many other fields. In the U.S., and around the world, we help clients protect people, property, and financial assets. Refer to Item 1. Business for further discussion.

 

Our clients 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 clients to purchase components or the comprehensive package. These solutions take various forms, including data, statistical models, or tailored analytics, all designed to allow our clients to make more logical decisions. We believe our solutions for analyzing risk positively impact our clients’ revenues and help them better manage their costs.

 

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Executive Summary

 

Key Performance Metrics

 

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.

 

We use year-over-year EBITDA growth as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. We calculate EBITDA margin as EBITDA divided by revenues. The respective nearest applicable GAAP financial measures are net income and net income margin. 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 flow from operating activities reported under GAAP. Management uses EBITDA and EBITDA margin in conjunction with traditional GAAP operating performance measures as part of its overall assessment company performance. We believe these measures are useful and meaningful because they help us allocate resources, make business decisions, allow for greater transparency regarding our operating performance, and facilitate period-to-period comparisons. Some of these limitations involved in the use of EBITDA 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 non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future and EBITDA does not reflect any cash requirements for such replacements.

 

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

 

EBITDA growth. We use EBITDA growth as a measure of our ability to balance the size of revenue growth with cost management and investing for future growth. EBITDA growth allows for greater transparency regarding our operating performance and facilitate period-to-period comparison.

 

EBITDA margin. We use EBITDA margin as a performance measure to assess segment performance and scalability of our business. We assess EBITDA margin based on our ability to increase revenues while controlling expense growth.

 

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Revenues

 

We earn revenues through agreements for hosted subscriptions, advisory/consulting services, and for transactional solutions, recurring and non-recurring. Subscriptions for our solutions are generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year and automatically renewed each year. As a result, the timing of our cash flows generally precedes our recognition of revenues and income and our cash flow from operations tends to be higher in the first quarter as we receive subscription payments. Examples of these arrangements include subscriptions that allow our customers to access our standardized coverage language, our claims fraud database, or our actuarial services throughout the subscription period. In general, we experience minimal revenue seasonality within the business. Approximately 80% and 81% of the revenues in our Insurance segment for the years ended December 31, 2023 and 2022 were derived from hosted subscriptions through agreements (generally one to five years) for our solutions, respectively.

 

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 a workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For the years ended December 31, 2023 and 2022, approximately 20% and 19% of our consolidated revenues were derived from providing transactional and advisory/consulting solutions, respectively.

 

Principal Operating Costs and Expenses

 

Personnel expenses are a major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 57% and 59% of ourtotal operating expenses (excluding gains/losses related to dispositions) for each of the years ended December 31, 2023 and 2022, 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 costs, 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, salespeople, 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, are either captured within cost of revenues or selling, general and administrative expense 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 Expense. Our selling, general and administrative expense also consists primarily of personnel costs. A portion of the other operating costs such as facilities, insurance, and communications are allocated to selling, general and administrative costs based on the nature of the work being performed by the employee. Our selling, general and administrative expenses exclude depreciation and amortization.

 

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Trends Affecting Our Business

 

A significant change in P&C insurers’ profitability could affect the demand for our solutions. For insurers, the keys to profitability include increasing investment income, premium growth and disciplined and accurate underwriting of risks. Growth in P&C insurers’ direct written premiums has been cyclical, with total industry premium growth receding from a peak of 14.8% in 2002 to a trough of negative 3.1% in 2009 and subsequently recovering to 5.1% in 2019. In 2020, industry premium growth declined to 2.3% due to the COVID-19 pandemic. Direct premium growth accelerated to 9.5% in 2021 and 9.7% in 2022 indicating a recovery from the pandemic. Based on the most recent results available, direct written premiums continued to grow in 2023 on comparable level. In 2023, the main economic indicators stabilized, inflation began to fall, and the federal interest rate increases stopped mid-year. Despite high interest rates in 2023, the annualized yield on investments (not attributable to cash transfers from outside the P/C industry) was 3.0% as of nine-months 2023, down from the 3.3% yield for year-end 2022. Both recent results are lower than the historical 15-year average of 3.4%, showing that yields have yet to follow the trend in interest rates. 

 

The trend of high catastrophic losses incurred by insurers that began in 2020, continued into 2023 – a time during which  the estimated sum of losses from events that ISO's Property Claims Service had classified as catastrophes remains above the 10- and 20-year averages. The catastrophes of 2020 included Hurricane Laura and the Midwest derecho, as well as multiple wildfires in the Western states.  The most notable events of 2021 included the winter storm in February that left much of Texas without power and Hurricane Ida in August. Calendar year 2022 was marked by Hurricane Ian in September, the deadliest hurricane to strike Florida since 1935. All three of these hurricanes - Laura, Ida, and Ian - are among the strongest hurricanes to ever make landfall in the United States. While 2023 did not bring any high-loss large catastrophes, it is worth noting that the losses incurred by insurers during the tornado season from March to June were record-breaking in the history of ISO's Property Claims Service measurements. The upward trend in the number of disasters recorded by ISO's Property Claims Service continues in 2023 - the average increase in the number of disasters was 14% over the last 5 years. In Florida specifically, the high overall claim risk, as evidenced by Ian, combined with the litigious environment in the state poses an even greater risk to insurers who have faced two consecutive years with significant net underwriting losses. In California, the Department of Insurance enacted regulations for wildfire mitigation discounts in rating plans and wildfire risk models in response to an insurance affordability crisis in wildfire prone areas. We continue to provide the necessary coverages and data and analytics to meet the changing needs of communities, regulators and insurers as illustrated by these events.

 

In response to rising inflation, carriers are working to reset pricing to fix loss ratios and improve profitability. This has slowed their marketing spend for customer acquisition. Until premium pricing adjustments take effect and profitability improves, carriers are refraining from spending to drive new policy volume, creating short term impacts on demand and volume for our Marketing Solutions offerings and auto underwriting solutions. 

 

Trends in catastrophe and non-catastrophe losses (such as from weather, climate, casualty, terrorism, pandemics, and tsunamis) can have an effect on our customers’ profitability, and therefore on their appetite for buying analytics to help them manage their risks. Any increase or decrease in frequency or severity of these events over time could lead to an increased or decreased demand for our catastrophe modeling, catastrophe loss information, and repair cost solutions. Likewise, any structural changes in the reinsurance and related brokerage industry from alternative capital or newer technologies could affect demand for our products. We also have a portion of our revenue related to the number of claims processed due to losses, which can be impacted by seasonal storm activity. The need by our customers to fight insurance fraud - both in claims and at policy inception - could lead to increased demand for our underwriting and claims solutions. 

 

In the life insurance market, carriers are looking to modernize and digitize their core platforms, as well as offer streamlined underwriting decision-making process to expand the number of policies, which can be offered more rapidly, and without cumbersome medical tests. Our no-code modular technology stack and advanced analytics (such as using electronic health records to model mortality and detecting of tobacco use through voice analysis) enable the digital transformation of our customers' core infrastructure and automate their decision-making processes across the policy lifecycle.

 

 

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Description of Acquisitions

 

We acquired 13 businesses since January 1, 2021. These acquisitions affect the comparability of our consolidated results of operations between periods. See a description of our 2023 acquisitions below and Note 10. Acquisitions to our consolidated financial statements included in this annual report on Form 10-K for further discussions.

 

On April 20, 2023, we acquired Krug Sachverständigen GmbH ("Krug") for a net cash purchase price of approximately $43.3 million including working capital adjustments, of which $3.8 million represents indemnity escrows. Krug is a Germany-based motor claims solutions provider and has established an industry-leading position in the German insurance market through highly digitalized solutions that help insurers and car manufacturers achieve better and faster customer service, leading to sustainable reductions in costs. The acquisition expands our claims and casualty offerings across Europe. Krug has become a part of our claims category within our Insurance segment.

 

On February 1, 2023, we acquired 100 percent of the stock of Mavera Holding AB ("Mavera") for a net cash purchase price of $28.3 million, of which $4.2 million represents indemnity escrows. Mavera, a Sweden-based InsurTech firm with a regional presence and established customer base for its personal injury claims management platform, has become a part of the claims category within our Insurance segment. We expect that Mavera will support our expansion in continental Europe and our continued growth as a technology and analytics partner to the global insurance industry.

 

Description of Discontinued Operations

 

See a description of our 2023 disposition below and within Note 11. Dispositions and Discontinued Operations to our consolidated financial statements included in this annual report on Form 10-K for further discussions.

 

On February 1, 2023, we completed the sale of our Energy business to Planet Jersey Buyer Ltd, an entity that was formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas Capital”), for a net cash sale price of $3,066.4 million paid at closing (reflecting a base purchase price of $3,100.0 million, subject to customary purchase price adjustments for, among other things, the cash, working capital, and indebtedness of the companies as of the closing) and up to $200.0 million of additional contingent cash consideration based on Veritas Capital’s future return on its investment paid through a Class C Partnership interest.

 

The Energy business, which was part of our Energy and Specialized Markets segment, was classified as discontinued operations per ASC 205-20 as we determined, qualitatively and quantitatively, that this transaction represented a strategic shift that had a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented. Additionally, all assets and liabilities of the Energy business were classified as assets and liabilities held for sale within our consolidated balance sheet as of December 31, 2022. In connection with the held for sale classification, we recognized an impairment of $303.7 million on the remeasurement of the disposal group held for sale, which has been included in discontinued operations in our consolidated statement of operations. Upon classification of the Energy business as held for sale, its cumulative foreign currency translation adjustment within shareholders’ equity was included with its carrying value, which primarily resulted in the impairment. When we closed on and completed the sale of our Energy business on February 1, 2023, we recognized a loss of $128.4 million. As a result of closing adjustments in the second and fourth quarter of 2023, we incurred an additional net loss of $2.7 million.

 

 

33

 

 

 

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

 

Consolidated Results of Continuing Operations

 

Revenues

 

Revenues were $2,681.4 million for the year ended December 31, 2023 compared to $2,497.0 million for the year ended December 31, 2022, an increase of $184.4 million or 7.4%. The growth in our revenues was partially offset by the sale of 3E and our Financial Services segment, both of which did not qualify as discontinued operations and as a result, their prior year revenues of $60.0 million were included in our results. Our recent acquisitions (Morning Data within the underwriting category of our Insurance segment; and Mavera and Krug within the claims category of the Insurance segment increased net revenues by $32.4 million. The remaining growth in revenues of $212.0 million or 8.7% is related to increased revenues within our Insurance segment. Refer to the Results of Operations by Segment within this section for more information regarding our revenues. Our Specialized Market business was sold in March 2022; and our Energy business, which qualified for discontinued operations in the fourth quarter of 2022, was subsequently sold in February 2023. Our Financial Services segment was sold in April 2022. Our Energy and Specialized Markets and Financial Services segments did not have revenues from continuing operations in 2023.

 

   

2023

   

2022

   

Percentage change

   

Percentage change excluding recent acquisitions, businesses held for sale and disposition

 
                                 
   

(in millions)

                 

Insurance

  $ 2,681.4     $ 2,437.0       10.0 %     8.7 %

Specialized Markets

          22.4       N/A       N/A  

Financial Services

          37.6       N/A       N/A  

Total revenues

  $ 2,681.4     $ 2,497.0       7.4 %     8.7 %

 

Cost of Revenues

 

Cost of revenues was $876.5 million for the year ended December 31, 2023 compared to $824.6 million for the year ended December 31, 2022, an increase of $51.9 million or 6.3%. Our recent acquisitions and dispositions accounted for a net decrease of $16.5 million in cost of revenues, which was primarily related to salaries and employee benefits. The cost of revenues increase of $68.4 million or 8.7% was primarily due to increases in salaries and employee benefits of $51.0 million, rent expense of $6.6 million, bad debt expense of $3.8 million, travel expenses of $3.6 million, data costs of $1.8 million, and other operating costs of $3.9 million. These increases were partially offset by decreases in information technology expenses of $2.1 million and professional consulting fees $0.2 million.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses ("SGA") were $391.8 million for the year ended December 31, 2023 compared to $381.5 million for the year ended December 31, 2022, an increase of $10.3 million or 2.7%. Our recent acquisitions, primarily related to salaries and benefits of $24.5 million, contributed to the increase, offset by our recent dispositions and acquisition-related earn out costs, which accounted for decreases of $34.1 million and $16.5 million, respectively. The remaining SGA increase of $36.4 million or 10.0% was primarily due to a litigation reserve expense of $38.2 million associated with an indemnification of an ongoing inquiry related to our former Financial Services segment, increases in travel expenses of $3.9 million, professional consulting fees (mostly related to ERP costs) of $3.4 million, information technology expenses of $0.6 million, and other operating costs of $0.9 million, partially offset by a decrease in salaries and employee benefits of $10.6 million. 

 

 

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Depreciation and Amortization of Fixed Assets

 

Depreciation and amortization of fixed assets was $206.8 million for the year ended December 31, 2023 compared to $164.2 million for the year ended December 31, 2022, an increase of $42.6 million or 25.9%. The increase was primarily driven by $44.6 million of depreciation and amortization expense attributed to an increase in assets placed into service to support revenue growth and recent acquisitions of $0.2 million, partially offset by $2.2 million related to recent dispositions. The increase in assets placed into service in 2023 primarily resulted from the timing of certain large internally developed software projects that were completed and placed into service during the year.

 

Amortization of Intangible Assets

 

Amortization of intangible assets was $74.6 million for the year ended December 31, 2023 compared to $74.4 million for the year ended December 31, 2022, an increase of $0.2 million or 0.3%. The increase was primarily driven by recent acquisitions of $3.7 million, partially offset by our recent dispositions of $3.5 million.

 

  Other Operating Income

 

Other operating income was $0.0 million for the year ended December 31, 2023 compared to $354.2 million for the year ended December 31, 2022. The gain in the prior year was primarily driven by the sale of 3E and Financial Services segment recognized in the prior year. 

 

Investment Income (Loss) and Others, Net

 

Investment income (loss) and others, net was a gain of $11.0 million for the year ended December 31, 2023 compared to a loss of $5.3 million for the year ended December 31, 2022. The increase was primarily due to impact of foreign currencies.

 

Interest Expense, net

 

Interest expense was $115.5 million for the year ended December 31, 2023 compared to $138.8 million for the year ended December 31, 2022, a decrease of $23.3 million or 16.8%. The decrease in interest expense was primarily due to the paydown in the current year of our outstanding borrowings on our Syndicated Revolving and Bilateral credit facilities, and an increase in interest income of $15.8 million, partially offset by interest expense related to the issuance of our 2033 Senior Notes.

 

Provision for Income Taxes

 

The provision for income taxes was $258.8 million for the year ended December 31, 2023 compared to $220.3 million for the year ended December 31, 2022. The effective tax rate was 25.2% for the year ended December 31, 2023 compared to 17.5% for the year ended December 31, 2022The increase in the effective tax rate in 2023 compared to 2022 was primarily due to tax rate benefits in 2022 related to the sale of 3E and a release of a United Kingdom valuation allowance associated with interest expense utilization. In addition, the tax rate for 2023 was higher than the prior year due to tax charges incurred in structuring the Energy sale in the first quarter and the unfavorable impact of the litigation reserve expense, described above, that is anticipated to be mostly non-deductible.

 

Net Income Margin

 

The net income margin for our consolidated results was 22.9% for the year ended December 31, 2023 compared to 38.2% for the year ended December 31, 2022. The decrease in net income margin was primarily driven by the net gain from dispositions in the prior year, as well as the current year litigation reserve expense described above.

 

EBITDA Margin [1]

 

The EBITDA margin for our consolidated results was 53.1% for the year ended December 31, 2023 compared to 65.7% for the year ended December 31, 2022. The decrease in EBITDA margin was primarily related to dispositions in the prior year, as well as the current year litigation reserve expense described above.

 

[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is in the table below:

 

   

Year Ended December 31,

 
   

2023

   

2022

 

Net Income

  $ 614.4     $ 954.3  

Less: Loss from discontinued operations, net of tax (benefit) expense of $(12.6) and $131.5, respectively

    (154.0 )     (87.8 )

Income from continuing operations

    768.4       1,042.1  

Depreciation and amortization of fixed assets

    206.8       164.2  

Amortization of intangible assets

    74.6       74.4  

Interest expense

    115.5       138.8  

Provision for income taxes

    258.8       220.3  

EBITDA

  $ 1,424.1     $ 1,639.8  

Revenue

  $ 2,681.4     $ 2,497.0  

EBITDA Margin

    53.1 %     65.7 %

 

 

35

 

 

Results of Continuing Operations by Segment

 

Insurance

 

Revenues

 

Revenues were $2,681.4 million for the year ended December 31, 2023 compared to $2,437.0 million for the year ended December 31, 2022, an increase of $244.4 million or 10.0%. Our underwriting revenues increased $158.2 million or 9.1%. Our claims revenues increased $86.2 million or 12.3%.

 

   

2023

   

2022

   

Percentage change

   

Percentage change excluding recent acquisitions, businesses held for sale and disposition

 
                                 
   

(in millions)

                 

Underwriting

  $ 1,892.7     $ 1,734.5       9.1 %     8.5 %

Claims

    788.7       702.5       12.3 %     9.3 %

Total Insurance

  $ 2,681.4     $ 2,437.0       10.0 %     8.7 %

 

Our recent acquisitions (Morning Data within the underwriting category of our Insurance segment; and Mavera and Krug within the claims category of the Insurance segment) contributed net revenues of $32.4 million, while the remaining Insurance revenues increased $212.0 million or 8.7%. Our underwriting revenues increased $146.6 million or 8.5% primarily due to an annual increase in prices derived from continued enhancements to the content of the solutions within our forms, rules and loss cost services as well as selling expanded solutions to new and existing customers within underwriting solutions. In addition, extreme events, life insurance, and specialty business solutions contributed to the growth. Our claims revenues increased $65.4 million or 9.3%, primarily due to growth in property estimating solutions and anti-fraud solutions.

 

Cost of Revenues

 

Cost of revenues for our Insurance segment was $876.5 million for the year ended December 31, 2023 compared to $781.9 million for the year ended December 31, 2022, an increase of $94.6 million or 12.1%. Our recent acquisitions and dispositions represented a net increase of $26.2 million in cost of revenues, which was primarily related to salaries and employee benefits. The remaining increase in cost of revenues of $68.4 million or 8.7% was primarily due to increases in salaries and employee benefits of $51.0 million, which was primarily driven by increase in rent expenses of $6.6 million, bad debt expenses of $3.8 million, travel expenses of $3.6 million, data costs of $1.8 million, and other operating costs of $3.9. These increases were partially offset by decreases in information technology expenses of $2.1 million and professional consulting fees of $0.2 million. 

 

Selling, General and Administrative Expenses

 

SGA expenses for our Insurance segment were $391.8 million for the year ended December 31, 2023 compared to $347.4 million for the year ended December 31, 2022, an increase of $44.4 million or 12.8%. Our recent acquisitions and dispositions accounted for an increase of $24.5 million primarily related to salaries and employee benefits, partially offset by acquisition-related earn-out costs of $16.5 million. The remaining increase in SGA of $36.4 million or 10.0% was primarily due to a litigation reserve expense of $38.2 million associated with an indemnification of an ongoing inquiry related to our former Financial Services segment, increases in travel expenses of $3.9 million, professional consulting fees (mostly related to ERP costs) of $3.4 million, information technology expenses of $0.6 million, and other operating costs of $0.9 million, partially offset by a decrease in salaries and employee benefits of $10.6 million.

 

Investment Income (Loss) and Others, Net

 

Investment income (loss) and others, net was a gain of $11.0 million for the year ended December 31, 2023 compared to a loss of $4.7 million for the year ended December 31, 2022The increase was primarily due to impact of foreign currencies.

 

EBITDA 

 

EBITDA for our Insurance segment was $1,424.1 million for the year ended December 31, 2023 compared to $1,303.0 million for the year ended December 31, 2022. The EBITDA margin for our Insurance segment was 53.1% for the year ended December 31, 2023 compared to 53.5% for the year ended December 31, 2022

 

Energy and Specializes Markets and Financial Segments

 

On March 11, 2022, we completed the sale of 3E, which made up the Specialized Markets within this segment. On February 1, 2023, we completed the sale of our Energy business.

 

On April 8, 2022, we completed the sale of our Financial Services segment.

 

As a result of these sale transactions, we have excluded the Energy and Specialized Markets and Financial Services segments from our management's discussion and analysis of the results of operations by segment.

 

 

36

 

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

 

Consolidated Results of Continuing Operations

 

Revenues

 

Revenues were $2,497.0 million for the year ended December 31, 2022 compared to $2,462.5 million for the year ended December 31, 2021, an increase of $34.5 million or 1.4%. Our recent acquisitions (Data Driven Safety, LLC, Infutor Data Solutions, LLC, and Opta Information Intelligence Corp. within the underwriting category of the Insurance segment, ACTINEO GmbH, Automated Insurance Solutions Ltd. and Pruvan Inc., within the claims category of the Insurance segment) and dispositions (the Specialized Markets segment and the Financial Services segment) reduced net revenues by $93.8 million. The remaining growth in consolidated revenues of $128.3 million or 5.8% is related to increased revenues within our Insurance segment. Refer to the Results of Operations by Segment within this section for more information regarding our revenues.

 

   

2022

   

2021

   

Percentage change

   

Percentage change excluding recent acquisitions, businesses held for sale and disposition

 
                                 
   

(in millions)

                 

Insurance

  $ 2,437.0     $ 2,206.9       10.4 %     5.8 %

Specialized Markets

    22.4       112.8       (80.1 )%     %

Financial Services

    37.6       142.8       (73.7 )%     %

Total revenues

  $ 2,497.0     $ 2,462.5       1.4 %     5.8 %

 

Cost of Revenue

 

Cost of revenues was $824.6 million for the year ended December 31, 2022 compared to $853.7 million for the year ended December 31, 2021, a decrease of $29.1 million or 3.4%. Our recent acquisitions and dispositions accounted for a net decrease of $54.9 million in cost of revenues, which was primarily related to salaries and employee benefits. The remaining cost of revenues of $25.8 million or 3.6% was primarily due to increases in salaries and employee benefits of $15.0 million, information technology expenses of $13.6 million and travel expenses of $3.5 million. These increases were partially offset by decreases in data costs of $4.7 million, professional consulting fees of $0.9 million and other operating cost of $0.7 million.

 

Selling, General and Administrative Expenses

 

SGA were $381.5 million for the year ended December 31, 2022 compared to $313.2 million for the year ended December 31, 2021, an increase of $68.3 million or 21.8%. Our recent acquisitions and dispositions accounted for an increase of $13.7 million in SGA primarily related to salaries and employee benefits. Our acquisition-related costs (earn-outs) accounted for a decrease of $3.6 million (See Note 10. Acquisitions to our consolidated financial statements included in this annual report on Form 10-K). The remaining SGA increase of $58.2 million or 21.3% was primarily due to increases in professional consulting costs of $49.2 million, travel expenses of $4.6 million, salaries and employee benefits of $4.2 million and information technology expenses of $0.4 million. The increase in professional consulting costs is primarily due to the release of the previously established Xactware Solutions Patent Litigation's ("EVT Litigation Reserve") reserve once the final payment was made in the fourth quarter of 2021 (the original accrual for this matter was recorded as part of SGA). These increases were partially offset by decreases of other operating costs of $0.2 million. 

 

Depreciation and Amortization of Fixed Assets

 

Depreciation and amortization of fixed assets was $164.2 million for the year ended December 31, 2022 compared to $170.3 million for the year ended December 31, 2021, a decrease of $6.1 million or 3.6%. The decrease was primarily driven by recent dispositions of $20.5 million, partially offset by $13.1 million attributed to assets placed into service to support data capacity expansion and revenue growth and $1.3 million related to recent acquisitions.

 

Amortization of Intangible Assets

 

Amortization of intangible assets was $74.4 million for the year ended December 31, 2022 compared to $79.9 million for the year ended December 31, 2021, a decrease of $5.5 million or 6.9%. The decrease was primarily driven by recent dispositions of $20.1 million, and intangible assets that were fully amortized of $8.6 million, partially offset by additional amortization of intangible assets incurred in connection with our recent acquisitions of $23.2 million.

 

37

 

Other Operating (Income) Loss

 

Other operating (income) loss was a gain of $354.2 million for the year ended  December 31, 2022 compared to a loss of $134.0 million for the year ended December 31, 2021. This increase of $488.2 million was primarily related to the net gain from our dispositions within our former Energy and Specialized Markets and Verisk Financial Services segments.

 

Investment (Loss) Income and Others, Net

 

Investment (loss) income and others, net was a loss of $5.3 million for the year ended December 31, 2022 compared to a gain of $2.1 million for the year ended December 31, 2021. The decrease was primarily due to impact of foreign currencies.

 

Interest Expense, net

 

Interest expense was $138.8 million for the year ended December 31, 2022 compared to $127.0 million for the year ended December 31, 2021, an increase of $11.8 million or 9.3%. The increase in interest expense was primarily due to increased borrowings and higher interest rates on our Syndicated Credit Facility, and the addition of a Bilateral Term Loan Credit Facility during the first quarter of 2022, partially offset by the maturity of our 4.125% senior notes.

 

Provision for Income Taxes

 

The provision for income taxes was $220.3 million for the year ended December 31, 2022 compared to $179.4 million for the year ended December 31, 2021, an increase of $40.9 million or 22.8%. The effective tax rate was 17.5% for the year ended December 31, 2022 compared to 22.8% for the year ended December 31, 2021. The decrease in the effective tax rate in 2022 compared to 2021 was primarily due to a tax rate benefit in connection with the sale of 3E for which a benefit was recognized for the difference between book and tax basis of our investment. The 2022 rate was also lower than 2021 due to a $30.3 million release of a United Kingdom valuation allowance related to interest expense utilization and a reduced Global Intangible Low Taxed Income ("GILTI") inclusion in the current period versus the prior period, partially offset by reduced stock option exercises resulting in 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 41.7% for the year ended December 31, 2022 compared to 24.7% for the year ended December 31, 2021. The increase in net income margin was primarily related to the net gain from the sale of 3E and the Financial Services segment in addition to an impairment of our Financial Services segment in 2021.

 

EBITDA Margin [1]

 

The EBITDA margin for our consolidated results was 65.7% for the year ended December 31, 2022 compared to 47.3% for the year ended December 31, 2021. The increase in EBITDA margin was primarily related to the net gain from our dispositions within our former Energy and Specialized Markets and Verisk Financial Services segments. The net gain from the sale of 3E and the Financial Services segment, which positively impacted our margin by 14.2%.

 

[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is in the table below:

 

   

Year Ended December 31,

 
   

2022

   

2021

 

Net Income

  $ 954.3     $ 666.3  

Less: (Loss) income from discontinued operations, net of tax expense of $131.5 and $(29.7), respectively

    (87.8 )     59.2  

Income from continuing operations

    1,042.1       607.1  

Depreciation and amortization of fixed assets

    164.2       170.3  

Amortization of intangible assets

    74.4       79.9  

Interest expense

    138.8       127.0  

Provision for income taxes

    220.3       179.4  

EBITDA

  $ 1,639.8     $ 1,163.7  

Revenue

  $ 2,497.0     $ 2,462.5  

EBITDA Margin

    65.7 %     47.3 %

  

38

 

Results of Continuing Operations by Segment

 

As previously described in our “Results of Continuing Operations by Segment, for year ended December 31, 2023 compared to year ended December 31, 2022, we have excluded Energy and Specialized Markets segment and Financial Services segment from the results of operations by segment due to the sale of these two segments. See a description of our 2023 dispositions and businesses held for sale below and Note 11. Dispositions and Discontinued Operations to our consolidated financial statements included in this annual report on Form 10-K for further discussions.

 

Insurance

 

Revenues

 

Revenues were $2,437.0 million for the year ended December 31, 2022 compared to $2,206.9 million for the year ended December 31, 2021, an increase of $230.1 million or 10.4%. Our underwriting revenues increased $179.4 million or 11.5%. Our claims revenues increased $50.7 million or 7.8%.

 

   

2022

   

2021

   

Percentage change

   

Percentage change excluding recent acquisitions, businesses held for sale and disposition

 
                                 
   

(in millions)

                 

Underwriting

  $ 1,734.5     $ 1,555.1       11.5 %     5.9 %

Claims

    702.5       651.8       7.8 %     5.6 %

Total Insurance

  $ 2,437.0     $ 2,206.9       10.4 %     5.8 %

 

Our recent acquisitions (Data Driven Safety, LLC, Infutor Data Solutions, LLC, and Opta Information Intelligence Corp. within the underwriting category of the Insurance segment, ACTINEO GmbH, Automated Insurance Solutions Ltd. and Pruvan Inc., within the claims category of the Insurance Segment) contributed net revenues of $101.8 million, while the remaining Insurance revenues increased $128.3 million or 5.8%. Our underwriting revenues increased $91.8 million or 5.9% 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 within commercial and personal lines. In addition, catastrophe modeling services contributed to the growth. Our claims revenues increased $36.5 million or 5.6%, primarily due to growth in our repair cost estimating solutions revenue and claims analytics revenue related to annual price as well as volume increases. 

 

Cost of Revenues

 

Cost of revenues for our Insurance segment was $781.9 million for the year ended December 31, 2022 compared to $704.4 million for the year ended December 31, 2021, an increase of $77.5 million or 11.0%. Our recent acquisitions and dispositions represented a net increase of $51.7 million in cost of revenues, which was primarily related to salaries and employee benefits. The remaining increase in cost of revenues of $25.8 million or 3.6% was primarily due to increases in salaries and employee benefits of $15.0 million, information technology expenses of $13.6 million, and travel expenses of $3.5 million. These increases were partially offset by decreases in data costs of $4.7 million, professional consulting fees of $0.9 million, and other operating cost of $0.7 million.

 

Selling, General and Administrative Expenses

 

SGA expenses for our Insurance segment were $347.4 million for the year ended December 31, 2022 compared to $239.1 million for the year ended December 31, 2021, an increase of $108.3 million or 45.3%. Our recent acquisitions and dispositions accounted for an increase of $53.7 million primarily related to salaries and employee benefits. Our acquisition-related costs (earn-outs) accounted for a decrease of $3.6 million. The remaining increase in SGA of $58.2 million or 21.3% was primarily due to increases in professional consulting costs of $49.2 million, travel expenses of $4.6 million, salaries and employee benefits of $4.2 million and information technology expenses of $0.4 million. This increase in professional consulting costs is primarily due to the release of the previously established EVT Litigation Reserve once the final payment was made in the fourth quarter of 2021 (the original accrual for this matter was recorded as part of SGA). These increases were partially offset by decreases of other operating costs of $0.2 million.

 

Investment (Loss) Income and Others, Net

 

Investment (loss) income and others, net was a loss of $4.7 million for the year ended December 31, 2022 compared to a gain of $1.8 million for the year ended December 31, 2021. The decrease was primarily due to impact of foreign currencies.

 

EBITDA

 

EBITDA for our Insurance segment was $1,303.0 million for the year ended December 31, 2022 compared to $1,265.2 million for the year ended December 31, 2021. The EBITDA margin for our Insurance segment was 53.5% for the year ended December 31, 2022 compared to 57.3% for the year ended December 31, 2021. The decrease in EBITDA was primarily due to the release of the previously established EVT Litigation Reserve once the final payment was made in the fourth quarter of 2021.

 

39

 

Energy and Specialized Markets and Financial Segments

 

On March 11, 2022, we completed the sale of 3E, which made up the Specialized Markets within this segment. This transaction did not qualify as discontinued operations per the guidance in ASC 205-20. The Energy business within the "Energy and Specialized Markets" segment was classified as discontinued operations per the guidance in ASC 205-20. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented. On February 1, 2023, we completed the sale of our Energy business.

 

On April 8, 2022, we completed the sale of Verisk Financial Services, our Financial Services segment, to TransUnion. We did not classify this transaction as a discontinued operation.

 

As a result of these sale transactions, we have excluded the Energy and Specialized Markets and Financial Services segments from our management's discussion and analysis of the results of operations by segment. 

 

Quarterly Results of Operations

 

The following table set forth our quarterly unaudited consolidated statement of operations data for each of the eight quarters in the period ended December 31, 2023. In management's opinion, the quarterly data has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments necessary to state fairly the information for the periods presented. Our Energy business is classified as discontinued operations.

 

   

March 31,

   

June 30,

   

September 30,

   

December 31,

 
   

2023

 
   

(in millions, except for per share data)

 

Statement of operations data:

                               

Revenues

  $ 651.6     $ 675.0     $ 677.6     $ 677.2  

Cost of revenue

    216.2       216.9       217.2       226.2  

Operating income

    294.1       306.0       281.1       250.5  

Income from continuing operations

    194.4       204.3       187.4       182.3  

Net Income attributable to Verisk

    56.3       196.9       187.4       174.0  

Basic earnings per share:

                               

Income from continuing operations

  $ 1.28     $ 1.41     $ 1.29     $ 1.26  

Net income attributable to Verisk

  $ 0.37     $ 1.36     $ 1.29     $ 1.20  

Diluted earnings per share:

                               

Income from continuing operations

  $ 1.27     $ 1.41     $ 1.29     $ 1.25  

Net income attributable to Verisk

  $ 0.37     $ 1.35     $ 1.29     $ 1.20  

 

   

March 31,

   

June 30,

   

September 30,

   

December 31,

 
   

2022

 
    (in millions, except for per share data)  

Statement of operations data:

                               

Revenues

  $ 643.6     $ 612.9     $ 610.1     $ 630.4  

Cost of revenue

    228.7       195.5       195.2       205.2  

Operating income

    622.8       247.6       253.6       282.5  

Income from continuing operations

    487.0       173.5       165.8       215.8  

Net income attributable to Verisk

    505.7       197.6       189.4       61.2  

Basic earnings per share:

                               

Income from continuing operations

  $ 3.03     $ 1.10     $ 1.06     $ 1.38  

Net income attributable to Verisk

  $ 3.15     $ 1.25     $ 1.21     $ 0.39  

Diluted earnings per share:

                               

Income from continuing operations

  $ 3.01     $ 1.09     $ 1.05     $ 1.37  

Net income attributable to Verisk

  $ 3.13     $ 1.24     $ 1.20     $ 0.39  

 

40

 

Liquidity and Capital Resources

 

As of December 31, 2023 and 2022, we had cash and cash equivalents and available-for-sale securities totaling $303.9 million and $296.7 million, respectively, inclusive of cash included within assets held for sale. Subscriptions for our solutions are billed and generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year. Subscriptions are automatically renewed at the beginning of each calendar year. We have historically generated significant cash flows from operations. As a result of this factor, as well as the availability of funds under our Syndicated Credit Facility (as defined below), we believe we will have sufficient cash to meet our working capital, human 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 these 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 for the years ended December 31, 2023 and 2022 were $230.0 million and $274.7 million, respectively. Expenditures related to developing and enhancing our solutions are predominately related to internal-use software and are capitalized in accordance with ASC 350-40, Accounting for Costs of Computer Software Developed or Obtained for Internal Use. We also capitalize amounts in accordance with ASC 985-20, Software to be Sold, Leased or Otherwise Marketed.

 

We have historically used a portion of our cash for repurchases of our common stock from our stockholders. For the years ended December 31, 2023, 2022, and 2021, we repurchased $2,762.3 million, $1,662.5 million, and $475.0 million, respectively, of our common stock. For the years ended December 31, 2023, 2022, and 2021, we also paid dividends of $196.8 million, $195.2 million, and $188.2 million, respectively.

 

Financing and Financing Capacity

 

We had total debt, excluding finance lease obligations, unamortized discounts and premium, and debt issuance costs, of $2,850.0 million and $3,740.0 million at December 31, 2023 and 2022, respectively. The debt at December 31, 2023 primarily consists of senior notes issued in 2023, 2020, 2019, and 2015. Interest on the senior notes is payable semi-annually each year. The unamortized discount and debt issuance costs were recorded as "Long-term debt" in the accompanying consolidated balance sheets, and will be amortized to "Interest expense" in the accompanying consolidated statements of operations within this Form 10-K over the life of the respective senior note. The indenture governing the senior notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions, and consolidate with, sell, lease, convey, or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity. We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases or exchanges of our outstanding notes, depending on various factors, such as market conditions. Any such repurchases may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise. See Note 15 for additional information on our financing activities.

 

We have a $1,000.0 million Syndicated Credit Facility with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Citibank, N.A., Morgan Stanley Bank, N.A., TD Bank, N.A., Goldman Sachs Bank USA, and the Northern Trust Company that was amended on April 5, 2023. The amendment does not change the current borrowing capacity of $1,000.0 million, but does extend the maturity date to April 5, 2028. Borrowing under the Amendment is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending on the public debt rating. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated funded debt leverage ratio of less than 3.75 to 1.0. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.0 (no more than once) and to 4.25 to 1.0 (no more than once) in connection with the closing of a permitted acquisition. The Syndicated Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the Repurchase Program. As of December 31, 2023, we were in compliance with all financial and other debt covenants under the Syndicated Credit Facility. As of December 31, 2023 and December 31, 2022, the available capacity under the Syndicated Revolving Credit Facility was $995.4 and $5.6 million, which takes into account outstanding letters of credit of $4.6 and $4.4 million, respectively. 

 

We also maintained a $125.0 million Bilateral Term Loan Facility and a $275.0 million Bilateral Revolving Credit Facility (together the "Bilateral Credit Facilities") that matured on September 9, 2023 and October 2, 2023, respectively. The Bilateral Credit Facilities carried an interest rate of 135 basis points plus the one-month BSBY were used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the Repurchase Program. We have had no outstanding borrowings under our Bilateral Credit Facilities during 2023 through the maturity dates. The Bilateral Credit Facilities have not been renewed.

 

41

 

Cash Flow

 

The following table summarizes our cash flow data for the years ended December 31:

 

   

2023

   

2022

   

2021

 
   

(in millions)

         

Net cash provided by operating activities

  $ 1,060.7     $ 1,059.0     $ 1,155.7  

Net cash provided by (used in) investing activities

  $ 2,746.5     $ 301.4     $ (592.0 )

Net cash used in financing activities

  $ (3,786.5 )   $ (1,330.2 )   $ (498.9 )

 

Operating Activities

 

Net cash provided by operating activities was $1,060.7 million for the year ended December 31, 2023 compared to $1,059.0 million for the year ended December 31, 2022, an increase of $1.7 million, or 0.2%.The increase in net cash provided by operating activities reflects an increase in the operating profit of our Insurance segment and lower tax payments in the current year, offset by the disposition of our Energy business in February 2023. Cash taxes paid in the prior year were higher primarily due to the gain on the sale of 3E.

 

Net cash provided by operating activities was $1,059.0 million for the year ended December 31, 2022 compared to $1,155.7 million for the year ended December 31, 2021, a decrease of $96.7 million, or 8.4%. The decrease is primarily related to the sale of 3E and Financial Services segment, as well as an increase in tax payments of $310.8 million primarily due to the gain on the sale of 3E, partially offset by an impairment related to the Financial Services segment and the Energy business of $243.4 million and the prior year settlement of our EVT litigation reserve of $75.0 million.

 

Investing Activities

 

Net cash provided by investing activities of $2,746.5 million for the year ended December 31, 2023 was primarily related to proceeds from the sale of our Energy business of $3,066.4 million, partially offset by capital expenditures of $230.0 million, and acquisitions, including escrow funding of $87.1 million.

 

Net cash used in investing activities of $301.4 million for the year ended December 31, 2022 was primarily related to the $1,073.3 million in proceeds from the sale of 3E and our Financial Services segment, partially offset by acquisitions and purchase of non-controlling interest, including escrow funding associated with these acquisitions, of $451.2 million, capital expenditures of $274.7 million, and investments in nonpublic companies of $46.0 million.

 

Net cash used in investing activities of $592.0 million for the year ended December 31, 2021 was primarily related to acquisitions, including escrow funding, of $299.0 million, capital expenditures of $268.4 million, and investments in nonpublic companies of $23.6 million.

 

Financing Activities

 

Net cash used in financing activities of $3,786.5 million for the year ended December 31, 2023 was primarily driven by the funding of $2,799.8 million in share repurchases, repayments of debt under our revolving credit and bilateral credit facilities of $1,265.0 million, and dividend payments of $196.8 million, partially offset by the proceeds from the issuance of our 2033 Senior Notes of $495.2 million, and proceeds from stock options exercised of $141.9 million.

 

Net cash used in financing activities of $1,330.2 million for the year ended December 31, 2022 was primarily related to repurchases of common stock of $1,662.5 million, repayment of our $350.0 million 4.125% senior notes on September 12, 2022, and dividend payments of $195.2 million, partially offset by proceeds under our Bilateral Term Loan Credit Facility of $125.0 million, proceeds from our Bilateral Revolving Credit Facility of $275.0 million, proceeds, net of repayments of debt under our Syndicated Credit Facility, of $380.0, million and proceeds from stock options exercised of $132.5 million.

 

Net cash used in financing activities of $498.9 million for the year ended December 31, 2021 was primarily related to repurchases of common stock of $475.0 million, repayment of our $450.0 million 5.800% senior notes on May 3, 2021, and dividend payments of $188.2 million, partially offset by proceeds, net of repayments, from our Syndicated Credit Facility, of $560.0 million and proceeds from stock options exercised of $84.3 million.

 

42

 

Contractual Obligations

 

The following table summarizes our contractual obligations at December 31, 2023 and the future periods in which such obligations are expected to be settled in cash:

 

   

Payments Due by Period

 
   

Total

   

Less than 1 year

   

2-3 years

   

4-5 years

   

More than 5 years

 
   

(in millions)

 

Contractual obligations

                                       

Long-term debt, current portion of long-term debt, and interest

  $ 4,191.0     $ 126.9     $ 1,098.3     $ 181.8     $ 2,784.0  

Operating leases

    268.4       33.3       66.7       64.1       104.3  

Pension and postretirement plans (1)

    12.4       1.7       2.9       2.6       5.2  

Finance lease obligations

    37.1       15.6       17.2       4.3        

Total (2)

  $ 4,508.9     $ 177.5     $ 1,185.1     $ 252.8     $ 2,893.5  

 

 

(1)

Our funding policy is to contribute at least equal to the minimum legal funding requirement.
   

 

 

(2)

Unrecognized tax benefits of approximately $2.0 million have been recorded as liabilities in accordance with ASC 740, Income Taxes which have been omitted from the table above, and we are uncertain as to if or when such amounts may be settled, with the exception of those amounts subject to a statute of limitation. Related to the unrecognized tax benefits, we also have recorded a liability for potential penalties and interest of $0.2 million.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

Our management’s discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements require management to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, goodwill and intangible assets, pension and other postretirement benefits, stock-based compensation, and income taxes. Actual results may differ from these assumptions or conditions.

 

Revenue Recognition

 

We recognize revenue based on the transfer of promised goods or services to customers for the amount that reflects the consideration to which we expect 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 we satisfy a performance obligation. Revenues for hosted subscription services are recognized ratably over the subscription term. Revenues from certain discrete project based advisory/consulting services 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. Revenues from transactional solutions are recognized as the solutions are delivered or services performed at point in time.

 

We invoice our customers in annual, quarterly, or monthly installments. Amounts billed and collected in advance are recorded as deferred revenues on the balance sheet and are recognized as the services are performed and revenue recognition criteria are met.

 

43

 

Stock-Based Compensation

 

Stock-based compensation cost, including nonqualified stock options, restricted stock, TSR-based performance share units ("PSUs"), and ROIC-based PSUs, is measured at the grant date, based on the fair value of the awards granted, and is recognized as expense over the requisite service period. The fair value of stock options is measured using a Black-Scholes option-pricing model, which requires the use of several estimates, including expected term, expected risk-free interest rate, expected volatility, and expected dividend yield. The stock options have an exercise price equal to the adjusted closing price of our 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 our common stock on the grant date. The restricted stock is not assignable or transferable until it becomes vested. The fair value of TSR-based PSUs is determined on the grant date using the Monte Carlo Simulation model and their ultimate achievement is based on relative total shareholder return as compared to the companies that compromise the S&P 500 index. The fair value of ROIC-based PSUs is determined on the closing price of our common stock on the grant date and their ultimate achievement is tied to incremental return on invested capital based on net operating profit. Each of the TSR-based PSUs and ROIC-based PSUs has a three-year performance period, subject to the recipients continued service. Each PSU represents the right to receive one share of our common stock and the ultimate realization is based on our achievement of certain market and financial performance criteria and may range from 0% to 200% of the recipients target levels of 100% established on the grant date.

 

Option grants and restricted stock awards are generally expensed ratably over the four-year vesting period. PSUs are generally expensed ratably over the three-year vesting period. We follow the substantive vesting period approach for awards granted after January 1, 2005, which requires that stock-based compensation expense be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service.

 

We estimate expected forfeitures of equity awards at the date of grant and recognize compensation expense only for those awards expected to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate.

 

Goodwill and Intangibles

 

As of December 31, 2023, we had goodwill associated with continuing operations of $1,760.8 million, which represents 40.3% of our total assets. 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. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or “Step Zero” impairment test, to determine whether it is more likely than not that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying amounts of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of that goodwill, an impairment loss is recognized. As of June 30, 2023, we completed our Step Zero impairment test at the reporting unit level and determined it was not more likely than not that the carrying values of our reporting units exceeded their fair values. We did not recognize any additional impairment charges related to our goodwill and indefinite-lived intangible assets. Subsequent to the test performed on June 30, 2023, we continued to monitor these reporting units for events that would trigger an interim impairment test; we did not identify any such events.

 

We allocate the fair value of the purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. The estimates used in valuing the intangible assets are determined with the assistance of third-party specialists, a discounted cash flow analysis and estimates made by management. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

 

44

 

Pension and Postretirement

 

Certain assumptions are used in the determination of our annual net period benefit (credit) cost and the disclosure of the funded status of these plans. The principal assumptions concern the discount rate used to measure the projected benefit obligation and the expected return on plan assets. We revise these assumptions based on an annual evaluation of long-term trends and market conditions that may have an impact on the cost of providing retirement benefits.
 
In determining the discount rate, we utilize quoted rates from long-term bond indices, and changes in long-term bond rates over the past year, cash flow models and other data sources we consider reasonable based upon the life expectancy and mortality rate of eligible employees. As part of our evaluation, we calculate the approximate average yields on securities that were selected to match our separate projected cash flows for both the pension and postretirement plans. Our separate benefit plan cash flows are input into actuarial models that include data for corporate bonds rated AA or better at the measurement date. The outputs from the actuarial models are assessed against the prior year’s discount rate and quoted rates for long-term bond indices. For our pension plans at December 31, 2023, we determined this rate to be 5.37% and 5.49% at December 31, 2023 and 2022, respectively. Our postretirement rate was 4.75% and 5.25% at December 31, 2023 and 2022, respectively.

 

The expected return on plan assets is determined by taking into consideration our analysis of our actual historical investment returns to a broader long-term forecast adjusted based on our target investment allocation, and the current economic environment. Our pension asset investment guidelines target an investment portfolio allocation of 60.0% debt securities and 40.0% equity securities. As of December 31, 2023, the pension plan assets were allocated 53.5% debt securities, 40.0% equity securities, 5.3% real estate and 1.2% other. The VEBA Plan target allocation is 100% debt securities. We have used our target investment allocation to derive the expected return as we believe this allocation will be retained on an ongoing basis that will be commensurate with the projected cash flows of the plan. The expected return for each investment category within our target investment allocation is developed using average historical rates of return for each targeted investment category, considering the projected cash flow of the qualified pension plan and postretirement plan. The difference between this expected return and the actual return on plan assets is generally deferred and recognized over subsequent periods through future net periodic benefit (credits) costs. We believe these considerations provide the basis for reasonable assumptions with respect to the expected long-term rate of return on plan assets.

 

When actual plan experience differs from the assumptions used, actuarial gains or losses arise. We amortize, as a component of annual pension expense, total outstanding actuarial gains or losses over the estimated average expected remaining lifetime of plan participants to the extent that the gain/loss exceeds 10% of the greater of the beginning-of-year projected benefit obligation or the market-related value of plan assets. For our pension and postretirement plans, the total actuarial losses as of December 31, 2023 that have not been recognized in annual expense are $118.3 million and $3.6 million, respectively, and we expect to recognize a net periodic pension and postretirement expenses of $3.6 million and $0.3 million, respectively, in 2024 related to the amortization of actuarial losses.

 

A one percent change in discount rate and future rate of return on plan assets would have the following effects:

 

   

Pension

   

Postretirement

 
   

1% Decrease

   

1% Increase

   

1% Decrease

   

1% Increase

 
   

Benefit (Credit) Cost

   

Projected Benefit Obligation

   

Benefit (Credit) Cost

   

Projected Benefit Obligation

   

Benefit (Credit) Cost

   

Projected Benefit Obligation

   

Benefit (Credit) Cost

   

Projected Benefit Obligation

 
                                                                 

Discount Rate

  $ (0.5 )   $ 26.3     $ 0.4     $ (22.8 )   $ -     $ 0.2     $ -     $ (0.2 )

Expected Rate of Return on Assets

  $ 3.8     $ -     $ (3.8 )   $ -     $ 0.1     $ -     $ (0.1 )   $ -  

 

Income Taxes

 

In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying businesses. The calculation of our tax liabilities also involves dealing with uncertainties in the application and evolution of complex tax laws and regulations in other jurisdictions.

 

We account for uncertain tax positions in accordance with Accounting for Uncertainty in Income Taxes — an interpretation of ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this interpretation, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position.

 

We recognize and adjust our liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

 

We estimate unrecognized tax positions of $0.7 million that may be recognized by December 31, 2024, due to expiration of statutes of limitations and resolution of audits with taxing authorities, net of additional uncertain tax positions.

 

As of December 31, 2023, we have gross federal, state, and foreign income tax net operating loss carryforwards of $69.0 million, which will expire at various dates from 2024 through 2043. Such net operating loss carryforwards expire as follows:

 

Years Ending

   

(in millions)

 
2024 - 2031     $ 20.5  
2032 - 2036       11.5  
2037 - 2043       37.0  

Total

    $ 69.0  

 

The net deferred income tax liability of $179.3 million consists primarily of timing differences involving amortization.

 

Recent Accounting Pronouncements

 

For a discussion of recent accounting pronouncements, refer to Note 2(s) to the audited consolidated financial statements included in this annual report on Form 10-K. 

 

45

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

 

Interest Rate Risk

 

We are exposed to market risk from fluctuations in interest rates. As of December 31, 2023, we had no borrowings outstanding under our Credit Facility. On April 5, 2023we entered into the Fifth Amendment (the "Amendment") to the committed senior unsecured Syndicated Revolving Credit Facility with Bank of America, N.A. as administrative agent. The Amendment does not change the current borrowing capacity of $1,000.0 million, but does extend the maturity date to April 5, 2028. Interest on borrowings under the Amendment is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. A commitment fee on any unused commitment is payable periodically and may range from 8.0 to 17.5 basis points based upon our public debt rating. A change in interest rates on variable rate debt impacts our pre-tax income and cash flows but does not impact the fair value of the instruments. 

 

We also maintained a $125.0 million Bilateral Term Loan Facility and a $275.0 million Bilateral Revolving Credit Facility (together the "Bilateral Credit Facilities") that matured on September 9, 2023 and October 2, 2023, respectively. The Bilateral Credit Facilities carried an interest rate of 135 basis points plus the one-month BSBY and was used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the Repurchase Program. We have had no outstanding borrowings under our Bilateral Credit Facilities during 2023 through the maturity dates. The Bilateral Credit Facilities have not been renewed.

 

Foreign Currency Risk

 

Our foreign-based businesses and results of operations are exposed to movements in the U.S. dollar to British pounds and other foreign currency exchange rates. A portion of our revenue is denominated in British pounds and other foreign currencies. If the U.S. dollar strengthens against British pounds and other foreign currencies, our revenues reported in U.S. dollars would decline. With regard to operating expense, our primary exposure to foreign currency exchange risk relates to operating expense incurred in British pounds and other foreign currencies. If British pounds and other foreign currencies strengthen, costs reported in U.S. dollars will increase. Movements in the U.S. dollar to British pounds and other foreign currency exchange rates did not have a material effect on our revenue for the year ended December 31, 2023. A hypothetical ten percent change in average exchange rates versus the U.S. dollar would not have resulted in a material change to our earnings.

 

Item 8.

Consolidated Financial Statements and Supplementary Data

 

The information required by this Item is set forth on pages 53 through 99 of this annual report on Form 10-K.

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

46

 

Item 9A.

Controls and Procedures

 

Evaluation of 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 our 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 annual report on Form 10-K for our Company and subsidiaries other than our recent acquisitions in 2023 (See Note 10. of our consolidated financial statements included in this annual report on Form 10-K). Management excluded from its assessment the internal control over financial reporting of these acquisitions and collectively represents less than 0.4% of total assets (excluding goodwill and intangible assets which were integrated into our systems and control environment) and less than 0.9% of revenues as of and for the year ended December 31, 2023. Based upon the foregoing assessments, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Management’s Report on Internal Control over Financial Reporting

 

The information required by this Item is set forth on page 48 of this annual report on Form 10-K.

 

Attestation Report of the Registered Public Accounting Firm

 

The information required by this Item is set forth on page 49 of this annual report on Form 10-K.

 

Changes in Internal Control over Financial Reporting

 

We are in the process of integrating our recent acquisitions in 2023 into our overall internal control over financial reporting process. Other than this ongoing integration, there have been no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

47

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

 

Based on this assessment, management concluded that our internal control over financial reporting was effective at December 31, 2023.

 

Management excluded from its assessment the internal control over financial reporting for our acquisitions in 2023 (See Note 10. of our consolidated financial statements included in this annual report on Form 10-K). The excluded financial statements of these acquisitions constitute approximately 0.4% of total assets (excluding goodwill and intangible assets which were integrated into our systems and control environment) and 0.9% of revenues collectively included within our consolidated financial statements as of and for the year ended December 31, 2023. Due to the timing of the acquisitions, management did not assess the effectiveness of internal control over financial reporting for these acquisitions.

 

Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this annual report on Form 10-K has also audited the effectiveness of our internal control over financial reporting as of December 31, 2023, as stated in their report which is included herein.

 

48

  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and the Board of Directors of Verisk Analytics, Inc.

 

Opinion on Internal Control over Financial Reporting

 

We have audited the internal control over financial reporting of Verisk Analytics, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 21, 2024, expressed an unqualified opinion on those consolidated financial statements.

 

As described in Management’s Report on Internal Controls over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Mavera Holding AB, which was acquired on February 1, 2023, Krug Sachverstandigen GmBH "SV Krug", which was acquired on April 19, 2023, and Morning Data Ltd., which was acquired on May 25, 2023 (collectively, the “2023 Acquisitions”). The financial statements of the 2023 Acquisitions constitute less than 0.4% of total assets (excluding goodwill and intangible assets which were integrated into the Company's systems and control environment) and less than 0.9% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2023. Accordingly, our audit did not include the internal control over financial reporting at the 2023 Acquisitions.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ Deloitte & Touche LLP

 

Morristown, New Jersey

February 21, 2024

 

49

  

 

Item 9B.

Other Information

 

10b5-1 Trading Plans

 

During the fiscal quarter ended December 31, 2023, the following Section 16 officers and directors adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

 

 

Lee M. Shavel, Chief Executive Officer, President and director, adopted a new trading plan on December 4, 2023 (with the first trade under the new plan scheduled for a date on or after March 15, 2024).  The trading plan will be effective until December 31, 2024 to sell 8,000 shares of common stock.

 

Elizabeth D. Mann, Chief Financial Officer, adopted a new trading plan on December 15, 2023 (with the first trade under the new plan scheduled for a date on or after March 15, 2024).  The trading plan will be effective until December 31, 2024 to sell 2,000 shares of common stock.

 

David J. Grover, Controller and Chief Accounting Officer, adopted a new trading plan on December 14, 2023 (with the first trade under the new plan scheduled for a date on or after March 15, 2024).  The trading plan will be effective until April 1, 2024 to sell 6,481 shares of common stock.

 

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended December 31, 2023 by Section 16 officers and directors. Each of the Rule 10b5-1 trading arrangements are in accordance with our Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.

 

 

 
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 

Not applicable.

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

The information required to be furnished by this Item 10 is incorporated herein by reference to our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days of December 31, 2023 (the “Proxy Statement”).

 

Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (investor.verisk.com) under "Corporate Governance". We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on the website address and location specified above. 

 

Item 11.

Executive Compensation

 

The information required to be furnished by this Item 11 is incorporated herein by reference to our Proxy Statement.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information required to be furnished by this Item 12 is incorporated herein by reference to our Proxy Statement.

 

Item 13.

Certain Relationships and Related Transactions and Director Independence

 

The information required to be furnished by this Item 13 is incorporated herein by reference to our Proxy Statement.

 

Item 14.

Principal Accounting Fees and Services

 

The information required to be furnished by this Item 14 is incorporated herein by reference to our Proxy Statement.

 

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PART IV

 

Item 15.

Exhibits and Financial Statement Schedule

 

(a) The following documents are filed as part of this report.

 

 

(1)

Financial Statements. See Index to Financial Statements and Schedules in Part II, Item 8 on this Form 10-K.

   

 

 

(2)

Financial Statement Schedule. See Schedule II. Valuation and Qualifying Accounts and Reserves.

   

 

 

(3)

Exhibits. See Index to Exhibits in this annual report on Form 10-K.