Verisk Analytics Inc

10. Acquisitions

2023 Acquisitions

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. Mavera will support our expansion in continental Europe and our continued growth as a technology and analytics partner to the global insurance industry.

The "Other" column includes other immaterial acquisitions that have occurred during the period. The preliminary purchase price allocation of the2023 acquisitions resulted in the following:

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The preliminary amounts assigned to intangible assets by type for our2023 acquisitions are summarized in the table below:

The preliminary allocations of the purchase price for the2023 and2022 acquisitions with less than a year of ownership are subject to revisions as additional information is obtained about the facts and circumstances that existed as of each acquisition date. The revisions* mayhave a significant impact on our consolidated financial statements. The allocations of the purchase price will be finalized once all the information that was known as of the acquisition date is obtained and analyzed, butnot* to exceedone year from the acquisition date. The primary areas of the purchase price allocation that arenot yet finalized relate to income and non-income taxes, deferred revenues, the valuation of intangible assets acquired, and residual goodwill. The goodwill associated with our acquisitions includes the acquired assembled workforce, the value associated with the opportunity to leverage the work force to continue to develop the technology and content assets, as well as our ability to grow through adding additional customer relationships or new solutions in the future. The $55.9 million in goodwill associated with our acquisitions, isnot deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics.

For the year ended* December 31, 2023,*we incurred transaction costs of $2.5 million. The transaction costs were included within "Selling, general and administrative" expenses in our accompanying consolidated statements of operations.

Our2023 acquisitions werenot significant, both individually and in the aggregate, to our consolidated financial statements for the years ended* December**31,* 2023, 2022, and2021, and therefore, supplemental information disclosure on an unaudited pro forma basis isnot presented.

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2022 Acquisitions

On* March 1, 2022,*we acquired 100 percent of the stock of Opta Information Intelligence Corp. ("Opta") for a net cash purchase price of $217.5 million excluding working capital adjustments, of which $0.8 million represents indemnity escrows. Opta, a leading provider of property intelligence and innovative technology solutions in Canada, has become a part of the underwriting category within our Insurance segment. We believe this acquisition further expands our footprint in the Canadian market and supports Verisk in reshaping risk management with valuable business intelligence.

On* February 11, 2022,*we acquired 100 percent of the membership interest of Infutor Data Solutions, LLC ("Infutor") for a net cash purchase price of $220.7 million excluding working capital adjustments, of which $1.5 million represents a working capital escrow, plus a contingent earn-out payment of up to $25.0 million subject to the achievement of certain revenue and other performance targets. Infutor, a leading provider of identity resolution and consumer intelligence data, has become a part of the underwriting category within our Insurance segment. We believe this acquisition further enhances Verisk’s marketing solutions offerings to companies across several industries, including the insurance industry.

The final purchase price allocations, inclusive of closing adjustments, of our2022 acquisitions resulted in the following:

The final amounts assigned to intangible assets by type for our2022 acquisitions are summarized in the table below:

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For the year ended* December 31, 2023,we finalized the purchase accounting for our2022* acquisitions during the measurement periods in accordance with ASC805, Business Combinations("ASC805"). The impact of finalization of the purchase accounting associated with these acquisitions wasnot material to our accompanying consolidated financial statements for the years ended* December 31, 2023and2022.*

Of the $284.4 million in goodwill associated with our acquisitions, $144.5 million isnot deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics. For the year ended* December 31, 2022,we incurred transaction costs related to acquisitions of $1.8 million, which are included within "Selling, general and administrative" expenses in our accompanying consolidated statements of operations. Refer to Note12*. Goodwill and Intangible Assets for further discussion.

Our2022 acquisit ions werenot significant, both individually and in the aggregate, to our consolidated financial statements for the years ended* December**31,* 2022 and2021, and therefore, supplemental information disclosure on an unaudited pro forma basis isnot presented.

2021 Acquisitions

On* December 23, 2021,*we acquired approximately 96.7 percent of the stock of ACTINEO GmbH ("ACTINEO") with an option to acquire the remaining shares at a future date, for a net cash purchase price of $148.9 million. ACTINEO offers a comprehensive portfolio of services, technology and data solutions to support the entire bodily injury settlement process. With this acquisition, we add ACTINEO's established claims management solutions to our leading data analytics and insurance ecosystem, providing customers with digitalization and medical expertise solutions throughout the entire claims process. ACTINEO is part of the claims vertical within our Insurance segment.

On* November 2, 2021,*we acquired 100 percent of the stock of Data Driven Safety, LLC ("Data Driven Safety") for a net cash purchase price of $93.5 million, of which $2.0 million represents indemnity escrows. Data Driven Safety, a leading public record data aggregation firm that specializes in driver risk assessment in the U.S., has become a part of the underwriting category within our Insurance segment. We believe that Data Driven Safety will expand our robust auto insurance analytics, providing insurers with information to further refine underwriting, improve the customer experience and promote public safety.

On* September 1, 2021,*we acquired 100 percent of the stock of Ignite Software Systems Limited ("Ignite") for a net cash purchase price of $13.8 million. Ignite, a provider of insurance policy administration systems to brokers, managing general agents, and insurers, has become a part of the underwriting category within our Insurance segment. We believe that Ignite's client focus and deep domain knowledge will fit into our business model providing new and existing clients with access to a broader expert advice and service.

On* June 17, 2021,*we acquired 100 percent of the stock of Roskill Holdings Limited ("Roskill") for a net cash purchase price of $22.1 million, of which $4.8 million represents indemnity escrows. Roskill, a provider of metals and materials supply chain intelligence, was part of our Energy and Specialized Markets segment. Roskill’s capabilities reinforce our ability to provide comprehensive analysis across the energy, and metals and mining value chain while adding analysis, data, and insight on battery raw materials metals. This acquisition was excluded from the table below due to the announcement of the sale of our Energy business.

On* March 2,*2021, we acquired a 51.0 percent ownership in Whitespace Software Limited ("Whitespace") for a net cash purchase price of $16.8 million. The remaining 49.0 percent ownership interest in Whitespace will be acquired by us, inthree equal proportions over the nextthree years, at a purchase price determined based upon a fixed revenue multiple and adjusted for any free cash flow shortfall. Whitespace, a provider of digital placing technology to the (re)insurance market, has become part of the underwriting category within our Insurance segment. We expect our investment in Whitespace to enable a seamless real-time quote-to-bind electronic placing and global distribution solution, with straight-through submissions for our customers.

The final purchase price allocations, inclusive of closing adjustments, of our2021 acquisitions resulted in the following:

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The final amounts assigned to intangible assets by type for our2021 acquisitions are summarized in the table below:

For the year ended* December 3**1,* 2022, we finalized the purchase accounting for our2021 acquisitions during the measurement periods in accordance with ASC805. The impact of finalization of the purchase accounting associated with these acquisitions wasnot material to our accompanying financial statements for the year ended* December 31, 2021.*

Of the $235.6 million in goodwill associated with our acquisitions, $161.3 million isnot deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics. For the year ended* December 31, 2021,we incurred transaction costs related to acquisitions of $2.8 million, which are included within "Selling, general and administrative" expenses in our accompanying consolidated statements of operations. Refer to Note12*. Goodwill and Intangible Assets for further discussion.

Our2021 acquisitions werenot significant and therefore, supplemental information disclosure on an unaudited pro forma basis isnot presented.

Acquisition Escrows**and Related Liabilities

Pursuant to the related acquisition agreements, we have funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition dates, as well as a portion of the contingent payment. During the years ended* December 31, 2023and2022,* we released $0.0 million and $12.8 million of indemnity escrows related to various acquisitions. At* December 31, 2023and2022,* the current portion of the escrows amounted to$3.9 million and $0.0 million. There wereno noncurrent portions of the escrows. The current and noncurrent portions of the escrows have been included in "Other current assets" and "Other noncurrent assets" in our accompanying consolidated balance sheets, respectively.

The acquisitions of Infutor Data Solutions, LLC, Krug, Mavera, and Morning Data Limited included acquisition-related contingent payments, for which the sellers of these acquisitions could receive additional payments by achieving the specific predetermined revenue, EBITDA, and EBITDA margin earn-out targets for exceptional performance. We believe that the liabilities recorded as of* December 31, 2023and2022* reflect the best estimate of acquisition-related contingent payments. The associated current portion of contingent payments were$10.0 million and $29.9 million as of* December 31, 2023and2022,* respectively. The associated noncurrent portion of contingent payments were $2.1 million and $0.0 million as of* December 31, 2023and2022,* respectively.

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11. Dispositions and Discontinued Operations:

Discontinued Operations

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 ASC205-20 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 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 thesecond* andfourth quarter of2023, we incurred an additional net loss of $2.7 million.

The following table presents the financial results from discontinued operations, net of income taxes in our consolidated statement of income for the periods indicated:

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The following table presents the aggregate carrying amounts of the held for sale assets and liabilities of the Energy business in the consolidated balance sheet as of the date indicated:

(1) 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 ASC205-20, Discontinued Operations.

The consolidated statements of cash flows havenot been adjusted to separately disclose cash flows related to discontinued operations. The following table presents selected cash flow information associated with our discontinued operations:

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12. Goodwill and Intangible Assets:

The following is a summary of the change in goodwill from* January 1, 2022through December 31, 2023*, both in total and as allocated to our reportable segments:

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* maydecide tofirst* perform a qualitative assessment, or "Step Zero" impairment test, to determine whether it is more likely thannot 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 donot perform a qualitative assessment, or if we determine that it is more likely thannot that the carrying amount 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 wasnot* more likely thannot that the carrying values of our reporting units exceeded their fair values. We didnot recognize any impairment charges related to our goodwill and indefinite-lived intangible assets. Subsequent to performing the test we continued to monitor these reporting units for events that would trigger an interim impairment test; we didnot identify any such events.

Impairments to long-lived assets for thetwelve months ended* December**31,* 2023 and2022 were $0.0 million and $73.7 million, respectively, and are included within "Other operating (income) loss, net" in our consolidated statements of operations.

Our intangible assets and related accumulated amortization consisted of the following:

Amortization expense related to intangible assets for the years ended* December 31, 2023,*2022, and2021, was $74.6 million, $74.4 million, and $80.0 million, respectively. Estimated amortization expense in future periods through2029 and thereafter for intangible assets subject to amortization is as follows:

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13. Income Taxes:

Domestic and foreign income before income taxes was as follows:

The components of the provision for income taxes for the years ended* December**31* were as follows:

The reconciliation between our effective tax rate and the statutory tax rate is as follows for the years ended* December**31:*

The increase in the effective tax rate in2023 compared to2022 was primarily due to tax rate benefits in2022 related to the sale of3E and a release of a United Kingdom valuation allowance associated with interest expense utilization. In addition, the tax rate for2023 was higher than the prior year due to tax charges incurred in structuring the Energy sale in thefirst quarter, which are reflected in the Global Intangible Low-taxed Income and Other lines above. Also included in the "Other" line above is the unfavorable impact of the litigation reserve expense of $38.2 million associated with an indemnification of an ongoing inquiry related to our former Financial Services segment that is anticipated to be mostly non-deductible.

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The tax effects of significant items comprising our deferred tax assets and liabilities as of* December**31* are as follows:

The net deferred tax liabilities of $179.3 million consist prim arily of timing differences involving amortization.

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Our net operating loss carryforwards expire as follows:

A valuation allowance has been established based on our evaluation of the likelihood of utilizing these benefits before they expire. Other than these items, we have determined, based on our historical operating performance, that our taxable income will more likely thannot be sufficient to fully realize the deferred tax assets.

As of* December 31, 2023*, we havenot made a provision for U.S. or additional foreign withholding taxes for any additional outside basis difference inherent in our foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities isnot practicable. We donot rely on these unremitted earnings as a source of funds for our domestic business as we expect to have sufficient cash flow in the U.S. to fund our U.S. operational and strategic needs.

We follow ASC740-10 which prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. For each tax position, we must determine whether it is more likely thannot that the position will be sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely thannot recognition threshold is then measured to determine the amount of benefit to recognize within the financial statements.No benefits* maybe recognized for tax positions that donot* meet the more likely thannot threshold. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:

All unrecognized tax benefits as of* December 31, 2023*,2022, and 2021 would have a favorable impact on our effective tax rate if recognized in any future periods.

The total gross amount of accrued interest and penalties for the years ended* December 31, 2023*,2022, and2021 was $0.2 million, $0.4 million, and $0.5 million, respectively. Our practice is to recognize interest and penalties associated with income taxes as a component of “Provision for income taxes” in our accompanying consolidated statements of operations.

We donot expect a significant change in unrecognized benefits related to federal, state, or foreign tax exposures within the coming year. In addition, we believe that it is reasonably possible that approximately $0.7 million of our currently remaining unrecognized tax positions, each of which is individually insignificant,* maybe recognized by the end of2024* as a result of a combination of audit settlements and lapses of statute of limitations, net of additional uncertain tax positions.

We are subject to tax in the U.S., various state, and foreign jurisdictions, and are routinely under audit by various tax authorities. With few exceptions, we areno longer subject to U.S. federal, state and local, or non-US income tax examinations by tax authorities for tax years before 2019. We donot expect the results of current examinations to have a material effect on our financial position, results of operations, or cash flow.

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14. Composition of Certain Financial Statement Caption:

The following table presents the components of “Accounts payable and accrued liabilities” as of* December**31:*

The following table presents the components of "Other noncurrent assets" as of* December 31:*

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15. Debt:

The following table presents short-term and long-term debt by issuance as of* December**31:*

(1)Refer to Note8. Leases

Accrued interest associated with our outstanding debt obligations was $19.1 and $16.3 million as of* December 31, 2023and2022*, respectively, and included in “Accounts payable and accrued liabilities” within our accompanying consolidated balance sheets. Interest expense associated with our finance lease and outstanding debt obligations, including amortization of debt issuance costs and original discounts, was $131.3 million, $135.5 million, and $127.0 million for the years ended* December 31, 2023,*2022, and2021, respectively.

Senior Notes

As of* December 31, 2023and December 31, 2022,*we had senior notes with an aggregate principal amount of $2,850.0 million outstanding, and were in compliance with our financial and other debt covenants.

On* March 3, 2023,we completed an issuance of $500.0 million aggregate principal amount of 5.75% senior notes due in2033* (the*"2033* Senior Notes"). The2033 Senior Notes mature on* April 1, 2033and accrue interest at a fixed rate of 5.75% per annum. Interest is payable semiannually on April1st* and* October1st* of each year, beginning* October 1, 2023.The2033* Senior Notes were issued at a discount of $4.7 million and we incurred debt issuance costs of $5.5 million. The original issuance discount and debt issuance costs were recorded in "Long-term debt" in the accompanying condensed consolidated balance sheets and these costs will be amortized to "Interest expense" in the accompanying consolidated statements of operations over the life of the2033 Senior Notes. The net proceeds from the issuance of the2033 Senior Notes were utilized to partially repay the Syndicated Revolving Credit Facility and for general corporate purposes. The indenture governing the2033 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.

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Credit Facilities

We have a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $1,000.0 million 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. The Syndicated Revolving Credit Facility* maybe used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the share repurchase program (the "Repurchase Program"). As of December31,* 2023, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of* December31,* 2023 and2022, the available capacity under the Syndicated Revolving Credit Facility was $995.4 million and $5.6 million, which takes into account outstanding letters of credit of $4.6 million and $4.4 million, respectively.

On* April 5, 2023,we 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 doesnot* 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 mayrange from 8.0 to 17.5 basis points based upon our public debt rating. The Syndicated Revolving Credit Facility, as amended by the Amendment, also contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, investments, and capital expenditures. These covenants place restrictions on mergers, asset sales, sale/leaseback transactions, and certain transactions with affiliates. 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 to1.0.* At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to1.0 (no more than once) and to 4.25 to1.0 (no more than once) in connection with the closing of a permitted acquisition. The Syndicated Revolving Credit Facility* may*be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the Repurchase Program. In connection with the Amendment, we incurred additional debt issuance costs of $1.2 million, which will be amortized to "Interest expense" within the accompanying consolidated statements of operations over the remaining life of the Credit Facility.

We also maintained a $125.0 million Bilateral Term Loan Facility and a $275.0 million Bilateral Credit Facility (together the "Bilateral Credit Facilities") that matured on* September 9, 2023and October 2, 2023,respectively. The Bilateral Credit Facilities carried an interest rate of 135 basis points plus theone*-month BSBY and were used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the Repurchase Program. We have hadno outstanding borrowings under our Bilateral Credit Facilities during2023 through the maturity dates. The Bilateral Credit Facilities havenot been renewed.

Debt Maturities

The following table reflects our debt maturities:

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16. Stockholders’ Equity:

We have 2,000,000,000 shares of authorized common stock as of* December 31, 2023and2022*. The common shares have rights to any dividend declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect alleleven members of our Board of Directors. At* December 31, 2023,*2022, and2021, the adjusted closing price of our common stock was $238.86, $176.42, and $228.73 per share, respectively.

We have 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. We didnot issue any preferred shares as of* December 31, 2023and2022*.

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, 2023and2022,* and recorded as a reduction to retained earnings, respectively.

Share Repurchase Program

In* December 2022and March 2023,we entered into Accelerated Share Repurchase ("ASR") agreements (the "December 2022ASR Agreement" and "March 2023ASR Agreement," respectively) to repurchase shares of our common stock for an aggregate purchase price of $250.0 million and $2.5 billion, respectively, with Bank of America, N.A., with respect to the December 2022ASR agreement and Citibank, N.A., and Goldman Sachs & Co. LLC with respect to the March 2023ASR agreements. Each ASR agreement is accounted for as a treasury stock transaction and forward stock purchase agreement indexed to our common stock. The forward stock purchase agreement is classified as an equity instrument under ASC815*-40, Contracts in Entity's Own Equity ("ASC815-40") and deemed to have a fair value ofzero at the respective effective date. Upon payment of the aggregate purchase prices on* December 14, 2022and March 7, 2023,we received initial deliveries of an aggregate of 1,168,224 and 10,655,301 shares of our common stock, respectively. Upon the final settlement of the ASR agreements in February2023* and* December2023,* we received additional shares of 247,487 and 865,232, respectively, as determined based on the volume weighted average share price of our common stock of $176.68 and $217.00, respectively, during the terms of the ASR agreements, minus an agreed upon discount. The aggregate purchase price was recorded as a reduction to stockholders' equity in our consolidated statements of changes in stockholders' equity for the year ended* December 31, 2023*. These repurchases for the year ended* December 31, 2023* resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

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 transaction and a forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase price of $250.0 million on December 14, 2023,we received 873,479 shares of our common stock at an initial price of $243.28 per share, representing an initial delivery of 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.

For the year ended* December 31, 2023,we repurchased 12,849,921 shares of common stock as part of the Repurchase Program, inclusive of the ASRs and open market repurchases, at a weighted average price of $219.96 per share. We utilized cash received from the sale of our Energy business. As of December 31, 2023,*we had $641.5 million available to repurchase shares through our Repurchase Program, inclusive of the $3.0 billion authorization to repurchase shares of our common stock.

Treasury Stock

As of* December 31, 2023*, our treasury stock consisted of 400,694,309 shares of common stock. During the years ended* December 31, 2023,*2022, and2021, we transferred 1,457,514,1,650,460, and 1,379,304 shares of common stock, from the treasury shares at a weighted average price of $19.50, $14.25, and $11.78 per share, respectively.

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Earnings Per Share* *

The following is a reconciliation of the numerators and denominators of our basic and diluted EPS computations for the years ended* December**31:*

The potential shares of common stock that were excluded from diluted EPS were 540,221,1,350,159, and 620,241 at* December 31, 2023,*2022, and2021, respectively, because the effect of including those potential shares was anti-dilutive.

Accumulated Other Comprehensive Losses

The following is a summary of accumulated other comprehensive income (losses) as of* December**31:*

The before tax and after tax amounts of other comprehensive (loss) income for the years ended* December 31, 2023,*2022, and2021 are summarized below:

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17. Compensation Plans:

KSOP

We have established the KSOP for the benefit of eligible employees in the U.S. and Puerto Rico. The KSOP includes both an employee savings component and an employee stock ownership component. The purpose of the combined plan is to enable our employees to participate in a tax-deferred savings arrangement under Internal Revenue Service Code Sections401(a) and401(k) (the “Code”), and to provide our employees equity participation through the employee stock ownership plan (“ESOP”) accounts.

Under the KSOP, eligible employees* maymake pre-tax and after-tax cash contributions as a percentage of their compensation, subject to certain limitations under the applicable provisions of the Code. The maximum pre-tax contribution that can be made to the401*(k) account as determined under the provisions of Code Section401(g) is $22.5 thousand for2023, $20.5 thousand for2022 and $19.5 thousand for2021. Certain eligible participants (age 50 and older)* maycontribute an additional $7.5 thousand on a pre-tax basis for2023*, and $6.5 thousand for2022 and2021. After-tax contributions are limited to 10.0% of a participant’s compensation. Effective* January 1, 2019,we increased the matching contributions to 100.0% of thefirst* 6.0% of the participant’s contribution. The401(k) matching contributions under the KSOP for the years ended* December 31, 2023,*2022, and2021, were $32.4 million, $40.0 million, and $33.7 million, respectively; which, at our option, were funded in cash.

In2005, we established the ISO Profit Sharing Plan (the “Profit Sharing Plan”), a defined contribution plan, to replace the qualified pension plan for all eligible employees hired on or after* March1,* 2005. The Profit Sharing Plan is a component of the KSOP. Eligible employees participated in the Profit Sharing Plan if they completed 1,000 hours of service each plan year and were employed on* December31* of that year. We can make a discretionary contribution to the Profit Sharing Plan based on our annual performance. Participants vest once they have completed four years and 1,000 hours of service. For the years ended* December 31, 2023,*2022, and2021, there wereno profit sharing contributions.

Equity Compensation Plans

All of our outstanding stock options, restricted stock awards, deferred stock units, and PSUs are covered under our2021 Incentive Plan, or our2013 Incentive Plan. Awards under our2021 Incentive Plan* mayincludeone* or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards and (vii) cash. Employees, non-employee directors, and consultants are eligible for awards under our2021 Incentive Plan. We transferred common stock under these plans from our treasury shares. As of* December 31, 2023,there were 13,441,921 shares of common stock reserved and available for future issuance under our2021* Incentive Plan. Cash received from stock option exercises for* December 31, 2023and December 31, 2022was $141.9 million and $132.5 million, respectively. We issued common stock under these plans from our treasury shares. We have granted equity awards to key employees and directors. The ultimate realization of the PSUs may*range from 0% to 200% of the recipient’s target levels established on the grant date.

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A summary of the status of the stock options, restricted stock, and PSUs awarded under our2021 Incentive Plan as of* December 31, 2023,*2022, and2021 and changes during the years is presented below.

The fair value of our stock options granted was estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table during the years ended* December**31:*

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A summary of the status of our nonvested options and changes are presented below:

Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the quoted price of our common stock as of the reporting date. Excess tax benefits of $20.6 million, $26.5 million, and $35.9 million from exercised stock options were recorded as income tax benefit in our accompanying consolidated statements of operations for the years ended* December 31, 2023,2022, and2021, respectively. Stock-based compensation expense for the years ended December 31, 2023,2022, and2021 was $54.0 million, $56.5 million, and $55.7 million, respectively. As of December 31, 2023,the weighted average remaining contractual terms were 5.6 years and 4.8 years for outstanding and exercisable stock options, respectively. As of December 31, 2022*the weighted average remaining contractual terms were 5.9 years and 4.9 years for outstanding and exercisable stock options, respectively.

As of* December 31, 2023*, there was $76.2 million of total unrecognized compensation cost, exclusive of the impact of vesting upon retirement eligibility, related to nonvested share-based compensation arrangements granted under our2021 and2013 Incentive Plans. That cost is expected to be recognized over a weighted-average period of 2.18 years.

Our U.K. Sharesave Plan offers qualifying employees in the United Kingdom the opportunity to own shares of our common stock. Employees who elect to participate are granted stock options, of which the exercise price is equal to the average of the closing price on thefive trading days immediately preceding the plan invitation date discounted by 5%, and enter into a savings contract, the proceeds of which are then used to exercise the options upon thethree-year maturity of the savings contract. During the years ended* December 31, 2023,2022, and2021, we granted 5,144,9,370 and 11,254 stock options under the U.K. Sharesave Plan at a discounted exercise price of $227.65, $178.26, and $166.16, respectively. As of December 31, 2023*, there were 441,528 shares of common stock reserved and available for future issuance under our U.K. Sharesave Plan.

We also offer eligible employees the opportunity to participate in an ESPP. Under our ESPP, participating employees* mayauthorize payroll deductions of up to 20.0% of their regular base salary and up to 50.0% of their short-term incentive compensation, both of which in total may**not* exceed $25.0 thousand in any calendar year, to purchase shares of our common stock at a 5.0% discount of its fair market value at the time of purchase. In accordance with ASC718, our ESPP is noncompensatory as the purchase discount is 5.0% or less from the fair market value, substantially all employees that meet limited employment qualifications* mayparticipate, and it incorporatesno* option features. During the years ended* December 31, 2023,2022, and2021, we issued 18,636,30,398, and 33,974 shares of common stock at a weighted average discounted price of $209.68, $174.66, and $181.77, respectively. As of December 31, 2023*, there were 1,177,258 shares of common stock reserved and available for future issuance under our ESPP.

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18. Pension and Postretirement Benefits:

We have a frozen qualified defined benefit pension plan for certain of our employees through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. Prior to the freeze, we applied a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which was credited annually based on salary rates determined by years of service, as well as the interest earned on the previous year-end cash balance. We also have a non-qualified frozen supplemental cash balance plan (“SERP”) for certain employees. Our SERP is funded from our general assets. We contributed $1.7 million to our SERP in2023 and $0.8 million in2022, respectively, and expect to contribute $1.0 million in2024.

Our Pension Plan’s funding policy is to contribute annually at an amount between the minimum funding requirements set forth in the Employee Retirement Income Security Act of1974 and the maximum amount that can be deducted for federal income tax purposes.No minimum contribution requirement was and is expected for2023 and2022, respectively.

We also provide certain healthcare and life insurance benefits for both active and retired employees. The Postretirement Health and Life Insurance Plan (the “Postretirement Plan”), which has been frozen, is contributory, requiring participants to pay a stated percentage of the premium for coverage. We donot expect to contribute to our Postretirement Plan in2024.

The following table sets forth the changes in the benefit obligations and the plan assets, the funded status of the Pension Plan, SERP, and Postretirement Plan, and the amounts recognized in our consolidated balance sheets at* December**31:*

(1)Included in "Other noncurrent assets" in our accompanying consolidated balance sheets

(2)Included in "Accounts payable and accrued liabilities" in our accompanying consolidated balance sheets

(3)Included in "Other noncurrent liabilities" in our accompanying consolidated balance sheets

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The pre-tax components included within accumulated other comprehensive losses as of* December**31* are summarized below:

The pre-tax components of net periodic benefit (credit) cost and the amounts recognized in other comprehensive income are summarized below for the years ended* December**31:*

The weighted-average assumptions used to determine benefit obligations as of* December 31, 2023and2022* and net periodic benefit (credit) cost for the years2023,2022 and2021 are provided below:

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The following table presents the estimated future benefit payments for the respective plans. The future benefit payments for the Postretirement Plan are net of the federal Medicare subsidy.

The healthcare cost trend rate for2023 was 7.75% gradually decreasing to 4.5% in2037. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plan.

The subsidy benefit from the Medicare Prescription Drug, Improvement and Modernization Act of2003 reduced our accumulated postretirement benefit assets by approximately $1.0 and $0.8 million as of* December 31, 2023and2022,* respectively. The subsidy cost increased the net periodic benefit cost by approximately $118.1 thousand, $80.7 thousand, and $75.8 thousand in fiscal2023,2022 and2021, respectively.

The expected return on our Pension Plan assets as of* December 31, 2023and2022* was 6.25%, which was determined by taking into consideration our analysis of our actual historical investment returns to a broader long-term forecast after adjusting for the target investment allocation and reflecting the current economic environment. During thefirst quarter of2023, we changed the investment guidelines on our Pension Plan assets to target investment allocation of 40% to equity securities and 60% to debt securities from our previous target allocation of 45% to equity securities and 55% to debt securities as of* December 31, 2022.*Our Pension Plan assets consist primarily of investments in various fixed income and equity funds. Investment guidelines are established with each investment manager. These guidelines provide the parameters within which the investment managers agree to operate, including criteria that determine eligible and ineligible securities, diversification requirements and credit quality standards, where applicable. Investment managers are prohibited from entering into any speculative hedging transactions. The investment objective is to achieve a maximum total return with strong emphasis on preservation of capital in real terms.

The asset allocation at* December 31, 2023and2022*, and target allocation by asset category are as follows:

We have used the 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 the target investment allocation is developed using average historical rates of return for each targeted investment category, considering the projected cash flow of our Pension 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 costs. We believe that the use of the average historical rates of returns is consistent with the timing and amounts of expected contributions to the plans and benefit payments to plan participants. These considerations provide the basis for reasonable assumptions with respect to the expected long-term rate of return on plan assets.

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We also maintain a voluntary employees beneficiary association plan (the “VEBA Plan”) under Section501(c)(9) of the Internal Revenue Code to fund the Postretirement Plan. The asset allocation for our VEBA Plan at* December 31, 2023and2022* was 100% in debt securities.

There wereno transfers among Levels1, 2, or3 for the years ended* December 31, 2023and2022*. Refer to Note7. Fair Value Measurements for further discussion with respect to fair value hierarchy. The following table summarizes the fair value measurements by level of our Pension Plan and Postretirement Plan assets:

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19. Segment Reporting

ASC280-10, Disclosures About Segments of an Enterprise and Related Information (“ASC280-10”), establishes standards for reporting information about operating segments. ASC280-10 requires that a public business enterprise reports financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our President and CEO is identified as the CODM as defined by ASC280-10.

Each of our reportable segments, Insurance, Energy and Specialized Markets, and Financial Services has a portion of its revenue from more thanone of thethree revenue types described within the revenue recognition policy within Note2. Basis of Presentation and Summary of Significant Accounting Policies. Below is the overview of the solutions offered within each reportable segment.

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

Energy and Specialized Markets:In thefirst quarter of2022, the sale of3E (which comprised of our Specialized Market) was completed. On* February 1, 2023,we completed the sale of our Energy segment. We determined that the transaction met the criteria to be classified as discontinued operations. As a result, the financial operations of Energy are excluded from the segment disclosure. See Note11.* Dispositions and Discontinued Operations for further discussion. Prior to the sale, we were a leading provider of data analytics via hosted platform for the global energy, chemicals, and metals and mining industries. Our research and consulting solutions focused on exploration strategies and screening, asset development and acquisition, commodity markets, and corporate analysis in the areas of business environment, business improvement, business strategies, commercial advisory, and transaction support. We gathered and managed proprietary information, insight, and analysis are on oil and gas fields, mines, refineries, and other assets across the interconnected global energy sectors to advise customers in making asset investment and portfolio allocation decisions. Our analytical tools measured and observed environmental properties and translated those measurements into actionable information based on customer needs. In addition, we provided market and cost intelligence to energy companies to optimize financial results. We further offered a suite of data and information services that enable improved compliance with global Environmental Health and Safety requirements related to the safe manufacturing, distribution, transportation, usage, and disposal of chemicals and products.

***Financial Services:*On April 8, 2022,the sale of this segment was completed. See Note11. Dispositions and Discontinued Operations for further discussion. Prior to the sale, we maintained a bank account consortia to provide competitive benchmarking, decisioning algorithms, business intelligence, and customized analytic services that help financial institutions, payment networks and processors, alternative lenders, regulators, and merchants make better strategy, marketing, and risk decisions. Customers applied our solutions in the areas of tailored data management and media effectiveness that include business intelligence platforms, profile views, mobile data solutions, enterprise database services, and fraud risk scoring algorithms for marketing, fraud, and risk mitigation.

As of* February**1,* 2023, we have determined that we haveone operating segment andone reportable segment, Insurance, on a prospective basis. The segment is based on financial information that is utilized by the Company’s CODM, who is the Company’s CEO, to assess performance and allocate resources on a consolidated basis. We have included the results of our disposed of segments below for comparability purposes. We use EBITDA as the profitability measure for making decisions regarding ongoing operations. EBITDA is net income before interest expense, provision for income taxes, depreciation and amortization of fixed and intangible assets. EBITDA is the measure of operating results used to assess corporate performance and optimal utilization of debt and acquisitions. Operating expenses consist of direct and indirect costs principally related to personnel, facilities, software license fees, consulting, travel, andthird-party information services. We donot allocate interest expense and provision for income taxes, since these items arenot considered in evaluating the segment’s overall operating performance. In addition, our CODM doesnot evaluate the financial performance of each segment based on assets. See Note6. Revenues for information on disaggregated revenues by type of service and by country.

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The following table provides our revenue and EBITDA by reportable segment for the years ended* December**31,* as well as a reconciliation of EBITDA to income before income taxes for all periods presented in our accompanying consolidated statements of operations:

Long-lived assets by country are provided below as of* December 31:*

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20. Related Parties:

We consider our stockholders that own more than5% of the outstanding stock within the class to be related parties as defined within ASC850, Related Party Disclosures. We hadno material transactions with related parties owning more than5% of the entire class of stock for the years ended* December 31, 2023and2022.*

Jeffrey Dailey,one of our directors, was CEO and Chairman of the Board of Farmers Group, Inc. ("Farmers") until* December 31, 2022and June 30, 2023,respectively. Farmers is a customer of Verisk, and our revenue from Farmers is approximately2%* of our consolidated revenue in2023 and2022.

Therese M. Vaughan,one of our directors, was also a director of American International Group ("AIG") until* January 31, 2024.AIG is a customer of Verisk, and our revenue from AIG is approximately1%* of our consolidated revenue in2023 and2022.

Lee M. Shavel, our President and CEO andone of our directors, is a director of FactSet Research Systems, Inc. There areno material transactions with FactSet Research Systems, Inc.

21. Commitments and Contingencies:

Commercial Litigation

On* February 12, 2024,Plaintiffs filed a lawsuit, DDS Striker Holdings LLC and Data Driven Holdings LLC against Verisk Analytics, Inc. and Insurance Service Office, in the Superior Court of Delaware, CaseNo.* N24C-02-130 VLM CCLD. Plaintiffs allege claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, common law fraud, and civil conspiracy in connection with their inability to meet the post-closing earn-out targets negotiated as part of our acquisition of Data Driven Safety, LLC. Plaintiffs seek rescissory, out-of-pocket and punitive damages, as well as attorney’s fees, costs and other expenses. The deadline for our response is* April 3, 2024.At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

ERISA Litigation

On* September 24, 2020,former employees Jillyn Peterson, Gabe Hare, Robert Heynen and Adam Krajewski ("Plaintiffs"), filed suit in the United States District Court, District of New Jersey (No. 2:20-cv-13223-CCC-MF) against Defendants Insurance Services Office Inc. ("ISO"), the Plan Administration Committee of Insurance Services Office Inc. and its members ("Committee Defendants"), and the Trust Investment Committee of Insurance Services Office Inc. and its members. The class action complaint alleges violations of the Employee Retirement Income Security Act, as amended ("ERISA"). The class is defined as all persons who were participants in or beneficiaries of the ISO401*(k) Savings and Employee Stock Ownership Plan ("Plan"), at any time between* September 24, 2014through the date of judgment. The complaint alleges that all defendants are fiduciaries with respect to the Plan. Plaintiffs challenge the amount of fees paid by Plan participants to maintain the investment funds in the plan portfolio and the amount of recordkeeper fees paid by participants. Plaintiffs allege that by permitting the payment of excessive fees, the Committee Defendants breached their ERISA duties of prudence and loyalty. Plaintiffs further allege that ISO breached its ERISA duty by failing to monitor the Committee Defendants who they allege committed known breaches of their fiduciary duties. The complaint doesnot* specify damages but alleges the fiduciary breaches cost Plan participants millions of dollars. Defendants filed their motion to dismiss the complaint on* January 12, 2021,which the court partially denied on April 13, 2021.Fact discovery was completed. The court stayed the litigation pending the outcome of the parties’ mediation, but the stay was lifted on May 5, 2023.The parties engaged in expert discovery, and this matter was settled before a mediator on October 4, 2023.The settlement agreement was signed by both parties, and on January 12, 2024,*the court granted preliminary approval of class action settlement.

Financial Services Government Inquiry

We continue to cooperate with a civil inquiry by the Department of Justice ("DOJ") related to government contracts within our former Financial Services segment, which was sold to TransUnion in* April 2022.We are engaged in ongoing discussions regarding potential resolution of the inquiry by the DOJ. There can beno* assurance that these discussions and continuing engagement will lead to resolution of the matter and we cannot anticipate the timing, outcome or possible impact of the inquiry, including any potential material adverse financial impacts or otherwise. We have recorded an accrued liability for approximately $39.0 million related to this matter. Amounts payable pursuant to any potential resolution, however, could differ from such amount. Under the stock purchase agreement we entered into with TransUnion pursuant to which TransUnion acquired our former Financial Services segment, we agreed to indemnify TransUnion for certain losses with respect to the inquiry.

In* March 2022,we were informed that the SEC was conducting an inquiry related to certain contracts of our former Financial Services segment. The SEC notified us on November 28, 2023that it had concluded its investigation and didnot* intend to recommend an enforcement action against the Company.

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Data Privacy Litigation

On or about* February 8, 2023,Plaintiffs filed a lawsuit,Atlas Data Privacy Corp., et al. v. Verisk Analytics, Inc., et al., in the Superior Court of New Jersey, Middlesex County, CaseNo.* MID-L-000903-24, alleging violations of Daniel’s Law. Verisk hasnot yet been served. Atlas claims to be an “assignee” of claims of approximately19,640 individuals who are “covered persons” under Daniel’s Law, allegedly enacted to provide judicial and law enforcement officers and their family members with the right to prevent disclosure of their personal information and to enforce those rights against uncooperative data brokers. It is alleged that Defendants have violated Daniel’s Law by failing to respond and comply with their written request to Defendants to cease publicly disclosing or re-disclosing their protected information. Plaintiffs seek actual damages in the amount of $1,000 per violation under the statute, punitive damages, injunctive relief ordering compliance with Daniel’s Law, permanent injunctive relief, including the appointment of a qualified independent expert to ensure compliance with Daniel’s Law, and reasonable attorney’s fees and costs. At this time, it isnot possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

On* January 30, 2023,Plaintiffs Justin Ahringer and Michael Donner filed a putative class action lawsuit in the United States District Court, Central District of California, titled Ahringer et al. v. LoanDepot, Inc. and Verisk Analytics, Inc. d/b/a Jornaya, CaseNo.:* 8:23-cv-00186. Plaintiffs assert violations of California’s Invasion of Privacy Act, Unfair Competition Law, and a violation of class members’ privacy rights under the California Constitution. Plaintiffs allege that the Defendants recorded visitors’ electronic communications without their consent. Plaintiffs seek to certify a nationwide class of individuals who visited LoanDepot.com and provided personal information on the website’s forms to receive a quote or apply for a loan. They allege that the aggregate claims of all members of the proposed class exceeds $5.0 million. Plaintiffs seek compensatory, statutory or punitive damages or restitution, as well as reasonable attorney’s fees and other costs. We filed a motion to dismiss Plaintiffs’ claims on* April 13, 2023.The parties are currently engaging in jurisdictional discovery in response to the court’s demand to Plaintiff to demonstrate why this case shouldnot* be dismissed for lack of subject matter jurisdiction. The court found jurisdiction is proper and partially denied our motion on* February 7, 2024.The deadline to answer Plaintiffs' Complaint is February 22, 2024.At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

On* June 27, 2022,Plaintiff Loretta Williams brought a putative class action against Lead Intelligence, Inc. d/b/a Jornaya (“we,” “our,” or “us”) in the United States District Court for the Northern District of California, titled Williams v. DDR Media, LLC and Lead Intelligence, Inc. d/b/a Jornaya, Civil ActionNo.* 3:22-cv-03789. The Complaint alleges that the Defendants violated the California Invasion of Privacy Act, Cal. Penal Code631 (“CIPA”) and invaded Plaintiff’s and class members’ privacy rights when Defendants purportedly recorded visitors’ visits to thescrappyrent2own.com website without prior express consent. It is further alleged that this conduct constitutes a violation of the California Unfair Competition Law, Cal. Bus. Prof. Code Section17200 et seq. and the California Constitution. The Complaint seeks class certification, injunctive relief, statutory damages in the amount of $5,000 for each violation, attorneys fees and other litigation costs. Our motion to compel arbitration was fully briefed as of* January 27, 2023.It was denied on February 28, 2023.We filed a motion to dismiss Plaintiff’s claims on April 13, 2023.On August 18, 2023the court granted our motion, dismissing Plaintiff’s claims without prejudice, but giving Plaintiff an opportunity to amend her claims by September 20, 2023.Plaintiff filed a Second Amended Complaint (“SAC”) on September 20, 2023.Our motion to dismiss the SAC was fully briefed on December 18, 2023.It was denied on January 30, 2024.The court held an initial case management conference for February 9, 2024.At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

On* December 15, 2021,Plaintiff Jillian Cantinieri brought a putative class action against Verisk Analytics, Insurance Services Office and ISO Claims Services, Inc. (“we,” “our,” or “us”) in the United States District Court for the Eastern District of New York, titled Cantinieri v. Verisk Analytics Inc., et al., Civil ActionNo.* 2:21-cv-6911. The Complaint alleges that we failed to safeguard the personally identifiable information (PII) of Plaintiff and the members of the proposed classes from a purported breach of our databases by unauthorized entities. Plaintiff and class members allege actual and imminent injuries, including theft of their PII, fraudulent activity on their financial accounts, lowered credit scores, and costs associated with detection and prevention of identity theft and fraud. They seek to recover compensatory, statutory and punitive damages, disgorgement of earnings and profits, and attorney’s fees and costs. We filed our motion to dismiss Plaintiff’s claims on* April 22, 2022.On March 30, 2023the court denied our motion to dismiss without prejudice, allowing us an opportunity to re-file the motion once limited jurisdictional discovery has been completed. Our renewed motion to dismiss was fully briefed on February 16, 2024.At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

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22. Subsequent Events:

On* January 9, 2024,we completed the acquisition of 100 percent of Rocket Enterprise Solutions GmbH ("Rocket") for a net cash purchase price of $10.6 million, of which $2.2 million represents a deferred payment and $0.3 million represents a holdback payment. Rocket’s strong property claims and underwriting technology has been widely adopted by many of the largest insurers and service providers across Germany and Austria. Rocket has become a part of our claims category. The acquisition, which follows a strategic investment by Verisk in Rocket in2022,* will further Verisk's expansion in Europe and the Company’s goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.

On* February 14, 2024,our Board of Directors approved a cash dividend of $0.39 per share of common stock issued and outstanding, payable on March 29, 2024,to holders of record as of March 15, 2024.*Our Board of Directors also approved an additional share repurchase authorization of $1,000.0 million.

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Supplementary Financial Information (Unaudited)