Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Stockholders’ Equity:

The Company has 2,000,000,000 shares of authorized common stock as of March 31, 2020 and December 31, 2019. The Company's common shares have rights to any dividend declared by the board of directors (the "Board"), subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all current members of the Board.

The Company has 80,000,000 shares of authorized preferred stock, par value $0.001 per share. The preferred shares have preferential rights over the common shares with respect to dividends and net distribution upon liquidation. The Company did not issue any preferred shares as of March 31, 2020.

At March 31, 2020 and December 31, 2019, the adjusted closing price of Verisk's common stock was $139.38 and $149.07 per share, respectively.

On February 12, 2020, the Company’s Board approved a cash dividend of $0.27 per share of common stock issued and outstanding to the holders of record as of March 13, 2020. A cash dividend of $43.9 million was paid on March 31, 2020 and recorded as a reduction to retained earnings. The Company paid a cash dividend of $40.9 million on March 29, 2019 at $0.25 per share of common stock issued and outstanding to the holders of record as of March 15, 2019.

Share Repurchase Program

Since May 2010, the Company has authorized repurchases of up to $3,800.0 million of its common stock through its Repurchase Program, inclusive of the $500.0 million authorization approved by the Board on February 12, 2020. Since the introduction of share repurchase as a feature of the Company's capital management strategies in 2010, the Company has repurchased shares with an aggregate value of $3,346.2 million. As of March 31, 2020, the Company had $453.8 million available to repurchase shares through its Repurchase Program. The Company has no obligation to repurchase stock under this program and intends to use this authorization as a means of offsetting dilution from the issuance of shares under the Verisk 2013 Equity Incentive Plan (the "2013 Incentive Plan"), the Verisk 2009 Equity Incentive Plan (the “2009 Incentive Plan”), the Company's sharesave plan (“UK Sharesave Plan”), and the employee stock purchase plan ("ESPP") while providing flexibility to repurchase additional shares if warranted. This authorization has no expiration date and may be increased, reduced, suspended, or terminated at any time. Shares that are repurchased under the Repurchase Program will be recorded as treasury stock and will be available for future issuance.

In December 2019, the Company entered into an Accelerated Share Repurchase ("ASR") agreement to repurchase shares of its common stock for an aggregate purchase price of $50.0 million with HSBC Bank USA, N.A. The ASR agreement is accounted as a treasury stock transaction and forward stock purchase agreement indexed to the Company's common stock. The forward stock purchase agreement is classified as an equity instrument under ASC 815-40, Contracts in Entity's Own Equity ("ASC 815-40") and deemed to have a fair value of zero at the respective effective date. Upon payment of the aggregate purchase price on January 2, 2020, the Company received an aggregate delivery of 267,845 shares of its common stock at a price of $149.34. Upon the final settlement of the ASR agreement in February 2020, the Company received additional 40,901 shares as determined by the volume weighted average share price of Verisk's common stock during the term of the ASR agreement. The aggregate purchase price was recorded as a reduction to stockholders' equity in the Company's condensed consolidated statements of changes in stockholders' equity for the three months ended March 31, 2020. These repurchases of 308,746 shares for the three months ended March 31, 2020 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

During the three months ended March 31, 2020, the Company repurchased 1,124,368 shares of common stock with an aggregate value of $173.8 million as part of the Repurchase Program, inclusive of the ASR, at a weighted average price of $154.56 per share. The Company utilized cash from operations and borrowings from its Credit Facility to fund these repurchases.

Treasury Stock

As of March 31, 2020, the Company’s treasury stock consisted of 381,504,906 shares of common stock, carried at cost. During the three months ended March 31, 2020, the Company transferred 460,936 shares of common stock from the treasury shares at a weighted average treasury stock price of $10.31 per share.

Earnings Per Share

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

The following is a presentation of the numerators and denominators of the basic and diluted EPS computations for the three months ended March 31, 2020 and 2019:



	Three Months Ended March 31,
	2020		2019
Numerator used in basic and diluted EPS:
Net income	$	171.7	$	134.4
Denominator:
Weighted average number of common shares used in basic EPS		162,894,306		163,528,343
Effect of dilutive shares:
Potential common shares issuable from stock options and stock awards		2,829,814		3,016,602
Weighted average number of common shares and dilutive potential common shares used in diluted EPS		165,724,120		166,544,945

The potential shares of common stock that were excluded from diluted EPS were 1,009,520 and 49,820 for the three months ended March 31, 2020 and 2019, respectively, because the effect of including these potential shares was anti-dilutive.

Accumulated Other Comprehensive Losses

The following is a summary of accumulated other comprehensive losses as of March 31, 2020 and December 31, 2019:



	2020			2019
Foreign currency translation adjustment	$	(572.7	)	$	(400.1	)
Pension and postretirement adjustment, net of tax		(86.0	)		(86.8	)
Accumulated other comprehensive losses	$	(658.7	)	$	(486.9	)

The before tax and after tax amounts of other comprehensive (loss) income for the three months ended March 31, 2020 and 2019 are summarized below:



	Before Tax			Tax (Expense) Benefit			After Tax
For the Three Months Ended March 31, 2020
Foreign currency translation adjustment	$	(172.6	)	$	—		$	(172.6	)
Pension and postretirement adjustment before reclassifications		2.1			(0.6	)		1.5
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses ⁽¹⁾		(1.0	)		0.3			(0.7	)
Pension and postretirement adjustment		1.1			(0.3	)		0.8
Total other comprehensive loss	$	(171.5	)	$	(0.3	)	$	(171.8	)
For the Three Months Ended March 31, 2019
Foreign currency translation adjustment	$	58.5		$	—		$	58.5
Pension and postretirement adjustment before reclassifications		2.8			(0.7	)		2.1
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses ⁽¹⁾		(1.3	)		0.3			(1.0	)
Pension and postretirement adjustment		1.5			(0.4	)		1.1
Total other comprehensive income	$	60.0		$	(0.4	)	$	59.6

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⁽¹⁾

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