Verisk Analytics (VRSK) 10-K risk factor changes: FY2019 vs FY2018

[removed: You] [added: *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.

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 [removed: investment.][added: investment.*]

[removed: We] [added: We] could lose our access to data from external sources, which could prevent us from providing our [removed: solutions.][added: solutions.]

In addition, some of our customers [removed: are significant] [added: have been, and in the future may continue to be,] stockholders of our company.

If our customers’ percentage of ownership of our common stock [removed: decreases in the future,] [added: decreases, or they cease to be stockholders of our company,] there can be no assurance that our customers will continue to provide data to the same extent or on the same terms.

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

[removed: We] [added: 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 [removed: decline.][added: decline.]

During the year ended December 31, [removed: 2018,] [added: 2019,] approximately [removed: 47%] [added: 49%] of our revenue was derived from solutions provided to U.S. P&C primary insurers.

[removed: Acquisitions] [added: Acquisitions] could result in operating difficulties, dilution and other harmful consequences, and we may not be successful in achieving growth through [removed: acquisitions.][added: acquisitions.]

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 [added: acquisitions or] investments.

[removed: There] [added: There] may be consolidation in our end customer market, which could reduce the use of our [removed: services.][added: services.]

[removed: If] [added: 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 [removed: harm.][added: harm.]

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

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

[removed: Regulatory] [added: Regulatory] developments could negatively impact our [removed: business.][added: business.]

| • | failure of our solutions to comply with current [added: and future] laws and regulations; and |

[removed: We] [added: 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 [removed: relationships.][added: relationships.]

[removed: We] [added: 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 [removed: business.][added: business.]

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

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

[removed: Our] [added: Our] financial position may be impacted by audit examinations or changes in tax laws or tax [removed: rulings.][added: rulings.]

[removed: Our] [added: Our] senior leadership team is critical to our continued success and the loss of such personnel could harm our [removed: business.][added: business.]

[removed: We] [added: 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 [removed: customers.][added: customers.]

[removed: We] [added: We] are subject to antitrust, consumer protection and other litigation, and may in the future become further subject to such litigation; an adverse outcome in such litigation could have a material adverse effect on our financial condition, revenues and [removed: profitability.][added: profitability.]

[removed: General] [added: General] economic, political and market forces and dislocations beyond our control could reduce demand for our solutions and harm our [removed: business.][added: business.]

[removed: We] [added: We] may incur substantial additional indebtedness in connection with future [removed: acquisitions.][added: acquisitions.]

[removed: General] [added: General] economic uncertainties, including downward trends in the energy industry, could reduce demand by Wood Mackenzie’s customers for its products and [removed: services.][added: services.]

[removed: Our] [added: Our] operations are subject to additional risks inherent in international [removed: operations.][added: operations.]

[removed: We] [added: We] are subject to the increased risk of exchange rate [removed: fluctuations.][added: fluctuations.]

[removed: Economic] [added: Economic] and political instability and potential unfavorable changes in laws and regulations resulting from the U.K.’s exit from the E.U. could adversely affect our financial condition, results of operations and cash [removed: flows.][added: flows.]

Longer term, the ongoing [removed: negotiations] [added: uncertainty] regarding the future terms of the U.K.’s relationship with the E.U. could result in the U.K. losing access to certain aspects of the single E.U. market and the global trade deals negotiated by the E.U. on behalf of its members.

While the U.K. [removed: is currently expected to leave] [added: formally exited] the E.U. on [added: January 31,]

[added: 2020, uncertainty remains as to the process and future relationship between the U.K. and the E.U.] The Brexit [removed: vote] [added: process] and the perceptions as to the impact of the withdrawal of the U.K. may adversely affect business activity, political stability and economic conditions in the U.K., the E.U. and elsewhere, the impact of which could have an adverse effect our financial condition, results of operations and cash flows.

[removed: If] [added: If] there are substantial sales of our common stock, our stock price could [removed: decline.][added: decline.]

As of December 31, [removed: 2018,] [added: 2019,] our ten largest shareholders owned [removed: 41.2%] [added: 41.6%] of our common stock, including [removed: 3.9%] [added: 4.7%] of our common stock owned by our Employee Stock Ownership Plan or ESOP.

Pursuant to our equity incentive plans, options to purchase approximately [removed: 6,730,288] [added: 7,064,380] shares of common stock were outstanding as of February [removed: 15, 2019.][added: 14, 2020.]

[removed: Our] [added: 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 [removed: directors.][added: directors.]

Specifically, a portion of common stock is owned by insurers who are also our customers.

March 29, 2019, uncertainty remains as to the exact timing and process.

[removed: The] [added: *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, as well as the discussion under “Selected Consolidated Financial Data.” 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 [removed: Statements.”][added: Statements.”*]

We offer predictive analytics and decision support solutions to customers in rating, underwriting, claims, catastrophe and weather risk, natural resources intelligence, economic forecasting, [added: commercial banking] and [added: finance, and] many other fields.

This segment's revenues represented approximately 71% [removed: and 72%] of our revenues for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017, respectively.][added: 2018.]

Our Energy and Specialized Markets segment provides research and consulting data analytics for the global energy, [removed: chemicals, and metals and mining industries.]

Our Energy and Specialized Markets segment's revenues represented approximately 22% [removed: and 21%] of our revenues for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017, respectively.][added: 2018.]

Our Financial Services segment's revenues represented approximately 7% of our revenues for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

[removed: Executive Summary][added: Executive Summary]

[removed: Key] [added: Key] Performance [removed: Metrics][added: Metrics]

[added: *Revenue growth.*] We use year-over-year revenue growth as a key performance metric.

[added: We use] EBITDA growth [removed: serves] as a measure of our ability to balance the size of revenue growth with cost management and investing for future growth.

[added: *EBITDA margin.*] We use EBITDA margin as a metric to assess segment performance and scalability of our business.

[removed: Revenues][added: Revenues]

Approximately 82% [removed: and 81%] of the revenues in our Insurance segment for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] were derived from hosted subscriptions through agreements (generally one to five years) for our solutions.

Our customers in this segment include most of the P&C insurance providers in the U.S. Approximately 78% [removed: and 82%] of the revenues in our Energy and Specialized Markets segment for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017, respectively,] [added: 2018] were derived from hosted subscriptions with long-term agreements for our solutions.

Approximately [removed: 73% and] 72% [added: and 73%] of the revenues in our Financial Services segment for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively, were derived from subscriptions with long-term agreements for our solutions, respectively.

For the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] approximately [removed: 20%] [added: 19%] and [removed: 19%, respectively,] [added: 20%] of our [added: consolidated] revenues were derived from providing transactional and advisory/consulting [removed: solutions.][added: solutions, respectively.]

[removed: Principal] [added: Principal] Operating Costs and [removed: Expenses][added: Expenses]

Personnel expenses, which represented approximately [removed: 58%] [added: 52%] and [removed: 59%] [added: 58%] of our total operating expenses for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

[added: 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.

[added: *Cost of Revenues.*] Our cost of revenues consists primarily of personnel expenses.

[removed: Selling,] [added: *Selling,] General and Administrative [removed: Expense.][added: Expenses*]

[added: *Selling, General and Administrative Expense.*] Our selling, general and administrative expense also consists primarily of personnel costs.

[removed: Trends] [added: Trends] Affecting Our [removed: Business][added: Business]

Growth in P&C insurers’ direct written premiums is 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 4.4% in 2012, 4.3% in 2013, 4.4% in 2014, 3.7% in 2015, 3.7% in [removed: 2016 and] [added: 2016,] 4.7% in [removed: 2017.][added: 2017 and, 5.5% in 2018.]

Trends in the energy, chemicals, [removed: and] metals and mining [removed: sectors] [added: sectors,] and activity in financial markets can influence our revenues.

[removed: Description] [added: Description] of [removed: Acquisitions][added: Acquisitions]

We acquired [removed: twenty-two] [added: twenty-three] businesses since January 1, [removed: 2016.][added: 2017.]

[removed: See Note 10] to our consolidated financial statements included in this annual report on Form 10-K for further [removed: discussions on the below acquisitions.][added: discussions.]

[removed: 2018 Acquisitions][added: | | | 2018 | | | | | | | | | | | | | 2018 | |]

[removed: Validus] [added: Keystone sources imagery by providing customers geospatial solutions and] has become part of the claims category within our Insurance segment.

[removed: MAKE] [added: The CaaS business] has become part of [removed: the] [added: our] Energy and Specialized Markets segment.

[removed: The data and subscriptions business] [added: Genscape] has become part of the Energy and Specialized Markets [removed: segment] [added: segment,] and [removed: complements its] [added: enhanced our business’] existing [removed: upstream analysis expertise.][added: sector intelligence in energy data and analytics.]

[removed: See Note 11] to our consolidated financial statements included in this annual report on Form 10-K.

[removed: Year Ended December] [added: Year Ended December] 31, [removed: 2018 Compared] [added: 2019 Compared] to Year [removed: Ended December] [added: Ended December] 31, [removed: 2017][added: 2018]

[removed: Consolidated] [added: Consolidated] Results of Continuing [removed: Operations][added: Operations]

Revenues were [removed: $2,395.1] [added: $2,607.1] million for the year ended December 31, [removed: 2018] [added: 2019] compared to [removed: $2,145.2] [added: $2,395.1] million for the year ended December 31, [removed: 2017,] [added: 2018,] an increase of [removed: $249.9] [added: $212.0] million or [removed: 11.6%.][added: 8.9%.]

Refer to the Results of [removed: Continuing] Operations by Segment within this section for [removed: further] [added: more] information regarding our revenues.

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: Percentage change] [added: Percentage change] | | | [removed: Percentage] [added: Percentage] change excluding recent [removed: acquisitions] [added: acquisitions, businesses held for sale and disposition] | |

| | [removed: (in millions)] | [removed: | |] [added: (in millions)] | | | | | | | | | |

*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, 2019* *and* *2018*.

*A discussion of changes in our results of operations and cash flows for the years ended* *December 31, 2018* *and* *2017* *can be found in "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" within the annual report on Form 10-K for the year ended* *December 31, 2018* *filed on February 19, 2019.*

chemicals, and metals and mining industries.

EBITDA growth allows for greater transparency regarding our operating performance and facilitate period-to-period comparison.

These include geopolitical risks such as the U.S.-China trade dispute and heightened tension in the Middle East, among others, which influenced commodity flows and prices in 2019.

Commodity markets in energy were also oversupplied challenging the revenues for some of our major energy customers.

Brent oil averaged $64 dollar per barrel in 2019, down from

$71 dollar per barrel in 2018; U.S. and globally traded gas prices are also in a downcycle.

Investment in the natural resources sector fell sharply mid-decade but has stabilised at a lower level in recent years.

Many companies in the natural resources sector continue to demonstrate tight capital discipline which may affect our business.

The energy transition presents both a threat and an opportunity for the sector and our revenues.

Increasing global economic growth will lead to higher energy demand and, in turn, potentially our services.

Fossil fuels will meet much of global demand for some decades, but zero carbon energy (renewables and emerging technologies such as electric vehicles and energy storage) will grow in importance.

The infrastructure needed for the electrification of economies will drive demand for base metals, some bulk commodities and battery raw materials.

Climate change and decarbonisation are rising up the agenda, and policy on environmental and social governance is intensifying.

Attracting the capital needed to meet future energy demand is one of the industry’s challenges and data, analysis and insight will help our customers achieve this.

Trends in the banking and retail sectors can influence revenues in our Financial Services segment in many ways.

Fraud and similar financial crimes in particular impact our customers in ways ranging from regulatory risk and credit loss for financial institutions, to counterfeit loss and inventory shrinkage for merchants.

This can strengthen demand for our credit risk and fraud solutions ranging from enhanced brand protection solutions for retailers, through to enhanced artificial-intelligence led models to identify cross bank and cross-border fraudulent transactions.

Following regulatory intervention, some markets are seeing increased standardization of offered products across issuers which could stifle competition and innovation for consumers.

Additionally, traditional retail banks and consumer lenders face increasing competition from financial technology companies and on-line lending new entrants, and finally the market is reacting to increased data privacy laws such as General Data Protection Regulation, or GDPR, by demanding broader use of tokenization-based solutions and managing data use rights more closely.

Our data model has relied on tokenization, and we address these emerging issues by leveraging our extensive wallet-based market and product data and expertise, and also support an active and ongoing dialogue with regulators worldwide to fully understand the impact and adverse consequences of any intended legislation.

See a description of our 2019 acquisitions below and Note 10.

*2019* *Acquisitions*

On December 23, 2019, we acquired 100 percent of the stock of Flexible Architecture and Simplified Technology, LLC., or FAST, a software company for the life insurance and annuity industry.

FAST offers a flexible policy administration system that helps insurers accelerate underwriting and claims to enhance the customer experience and support profitable growth.

FAST has become part of the claims category within our Insurance segment, and expanded and enhanced the suite of solutions we are developing across the enterprise for life insurers looking to transform the customer experience throughout the life of the policy, from quote to claims.

On December 19, 2019, we acquired selected assets of Commerce Signals, Inc., or Commerce Signals, a software company that offers a data sharing platform for retail, restaurant and entertainment marketers.

Commerce Signals has become part of our Financial Services segment, and enhanced the existing solutions we currently offer.

On November 5, 2019, we acquired 100 percent of the stock of Genscape, Inc., or Genscape, a global provider of real-time data and intelligence for commodity and energy markets.

On October 10, 2019, we acquired 100 percent of the stock of BuildFax, Inc., or BuildFax.

BuildFax uses building permit, contractor, and inspection data to provide information about the condition of properties to insurance and financial institutions.

The data from BuildFax enhances property analytics under the underwriting & rating category within our Insurance segment while helping underwriters gain insight into changes in the property insured.

On August 28, 2019, we acquired substantially all of the assets of Property Pres Wizard, LLC, or PPW.

PPW is a web and mobile application that manages work order details and property status in the field services industry throughout the supply chain.

PPW has become part of the claims category within our Insurance segment and added a service order and project management application to our PropTech suite of solutions.

On July 31, 2019, we acquired 100 percent of the stock of Keystone Aerial Surveys, Inc., or Keystone, to expand our remote imagery business.

Keystone was a component within the aerial imagery sourcing group, which was qualified as assets held for sale on December 2, 2019.

On February 1, 2020, the sale of the aerial imagery sourcing group was

Revenue growth.

EBITDA growth.

We use EBITDA growth as a proxy for the cash generated by the business.

EBITDA margin.

A significant portion of our other

Cost of Revenues.

During 2018, the Brent oil price reached a peak of over approximately 80 dollar per barrel before falling under approximately 60 dollar per barrel by year end reflecting an oversupply in the market.

The Organization of the Petroleum Exporting Countries, or OPEC, announced a significant cut in production beginning January 1, 2019 to help balance the market.

In the upstream sector there are five global trends.

First, capital investments have recovered from the cyclical low, the start of spend on a new global phase of significant liquefied natural gas projects adding momentum in 2019.

Second, the industry’s ongoing progress in reducing costs have been boosted by digitalization initiatives as well as over-capacity in the service sector in many regions, leading to improved economics and more projects reaching a final investment decision.

Third, tight oil production in the U.S. lower 48 is still on a strong growth trajectory and remains a focus of global merger and acquisition activity as the industry consolidates.

Fourth, resource capture continues to be focused on lower risk opportunities with competitive bidding in 2019 to develop discovered fields in Qatar (gas) and Brazil (oil).

Fifth, many countries are reviewing their existing fiscal policies to ensure that they are competitive and attract investment.

In the wider energy sector the energy transition is gaining momentum, most evidently in the rapid penetration of renewables into power and the emergence of electric vehicles – the latter set to present a competitive challenge to the internal combustion engine in the coming decades and

with implications for oil demand in the long term.

Petrochemicals is a key growth segment for oil demand, but the disposal of plastics is increasingly in the public eye as a social and environmental concern.

New legislation limiting sulphur content in marine fuels comes into effect in 2020 with profound implications for refiners and major fuel consumers, such as airlines.

As environmental concerns and the move to decarbonization gather pace, we will continue to evolve our offerings to meet the needs of our customers in a dynamic market and remain increasingly well positioned to serve our customers' information and analytical needs.

Market trends continue to influence our Financial Services segment in important ways.

As we look forward towards 2019, increasing fraud and delinquency loss rates worldwide are strengthening demand for robust risk solutions which we are addressing via a range of new fraud solutions, which we have initially launched in Mexico.

Additionally, higher levels of regulatory scrutiny as well as greater regulatory alignment worldwide is increasing demand for compliance and reporting tools, which we are tackling via our range of compliance products developed both within our Financial Services segment.

In order to better serve our customers, add to our data asset, and expand our expertise, we made a number of acquisitions in the past year, including Marketview, which provides analytical solutions for banks, acquirers, merchants and government in New Zealand.

These new businesses offer new solutions for existing and new clients of our core business, and enable us to develop product and cost synergies going forward, and join our existing businesses that we acquired earlier and have integrated during 2018.

On December 14, 2018, we acquired Rulebook, whose proprietary pricing engine can be used for internal pricing and underwriting as well as external distribution for the insurance market through its platform.

Rulebook furthers our goal of providing solutions to the global insurance market, including a comprehensive chain of solutions to specialty insurers for mitigating risk and optimizing total cost of operations.

Rulebook is part of the underwriting and ratings category within the Insurance segment.

On June 20, 2018, we acquired 100 percent of the stock of Validus-IVC Limited, or Validus, a provider of claims management solutions and developer of the subrogation portal in the UK, verifyTM.

The integration of Validus' verifyTM platform with our global claims analytic services allows insurers to take advantage of enhanced analytic and technology tools to help improve and automate the claims settlement process.

On February 21, 2018, we acquired 100 percent of the stock of Business Insight Limited, Business Insight, a provider of predictive analytics for insurers in the U.K. and Ireland.

Business Insight has become part of the underwriting and ratings category within the Insurance segment.

Business Insight offers a comprehensive set of peril models to support underwriting and rating for the commercial property and homeowners insurance market.

On January 5, 2018, we acquired 100 percent of the stock of Marketview Limited, or Marketview.

Marketview is a provider of consumer spending analysis and insights across the retail, hospitality, property, and government sectors in New Zealand.

Marketview has become part of the Financial Services segment.

The acquisition helps expand the our solutions related to consumer spending analytics across the Australasia and Oceania regions by combining its domain expertise and proprietary data assets with those of Marketview.

2017 Acquisitions

On December 29, 2017, we acquired 100 percent of the stock of PowerAdvocate, a provider of market, cost intelligence, and supply chain solutions serving the energy sector.

Within our Energy and Specialized Markets segment, PowerAdvocate expands our offerings to the energy sector by adding proprietary spend data and cost models and providing insight into customers' cost savings opportunities.

On December 22, 2017, we acquired the net assets of Service Software, LLC., or Service Software, a provider of business management software for the construction industry.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

At December 31, [removed: 2018,] [added: 2019,] we had borrowings outstanding under our credit facility of [removed: $415.0] [added: $495.0] million, which bear interest at variable rates based on LIBOR plus [removed: 1.125%] [added: 1.0%] to [removed: 1.625%depending] [added: 1.625% depending] on certain ratios defined in the credit agreement.

Based on our overall interest rate exposure at December 31, [removed: 2018,] [added: 2019,] a one percent change in interest rate would result in a change in annual pre-tax interest expense of approximately [removed: $4.2] [added: $5.0] million based on our current borrowing levels.

[removed: Foreign] [added: Foreign] Currency [removed: Risk][added: Risk]

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, [removed: 2018.][added: 2019.]

The information required by this Item is set forth on pages 52 through [removed: 104] [added: 103] of this annual report on Form 10-K.

We have started to consider the implications of the transition of LIBOR to alternative reference rate measures that will likely become effective post December 2021.

We believe that there is still some uncertainty over what these rates will be but one possibility for U.S. dollar LIBOR would be the Secured Overnight Financing Rate ("SOFR").

As this decision has not been finalized at the time of amending our Credit Facility agreement, there is no definitive alternative rate proposed in the current contract.

We are, however, reviewing the potential impact on the application of this rate on our interest expense once it becomes applicable.

As our only current contract extending beyond 2021, that is subject to the LIBOR rate is the Credit Facility, the impact will be dependent on what the outstanding borrowing amount is on the Credit Facility and the relevant interest rate that will be contractually applicable.

Should we amend our Credit Facility to reflect SOFR, based on recent borrowings and applicable SOFR, we do not anticipate to have a material impact on the business.

[removed: Our Company][added: Our Company]

We offer predictive analytics and decision support solutions to customers in rating, underwriting, claims, catastrophe and weather risk, natural resources intelligence, economic forecasting, [added: commercial banking] and [added: finance, and] many other fields.

These solutions take various forms, including data, expert insight, statistical [removed: models] [added: models,] and tailored [removed: analytics] [added: analytics,] all designed to allow our customers to make more logical decisions.

In [removed: 2018,] [added: 2019,] our customers included all of the top 100 property and casualty, or P&C, insurance providers in the U.S. for the lines of P&C services we [removed: offer,] [added: offer] and all of the top 30 credit card issuers in North America, the United [removed: Kingdom] [added: Kingdom,] and [removed: Australia,] [added: Australia] as well as [removed: 9] [added: nine] of the top [removed: 10] [added: ten] global energy [removed: providers] [added: producers] around the world.

We also work with a wide range of companies, [removed: governments] [added: governments,] and institutions across the [removed: energy,] [added: energy] and metals and mining value chains.

We believe that Verisk is uniquely positioned because of the set of [removed: distinctives] [added: Distinctives] or competitive advantages we cultivate and continue to [removed: expand.][added: expand, as indicated below.]

[removed: Our Distinctives][added: Our Distinctives]

We offer our solutions and services primarily through annual subscriptions or long-term agreements, which are typically [removed: pre-paid] [added: prepaid] and represented over [removed: 80%] [added: 81%] of our revenues in [removed: 2018.][added: 2019.]

For the year ended December 31, [removed: 2018,] [added: 2019,] we had revenues of [removed: $2,395.1] [added: $2,607.1] million and net income of [removed: $598.7] [added: $449.9] million.

For the [removed: five year] [added: five-year] period ended December 31, [removed: 2018,] [added: 2019,] our [added: consolidated] revenues [removed: and net income] grew at a compound annual growth rate, or CAGR, of [removed: 13.7%] [added: 10.3%] and [removed: 10.6%, respectively.][added: our net income declined at 3.0%.]

[removed: Our History][added: Our History]

Insurers used and continue to use our offerings primarily in their product development, [removed: underwriting] [added: underwriting,] and rating functions.

Verisk was initially formed as a [removed: wholly-owned] [added: wholly owned] subsidiary [added: of ISO.]

On October 6, 2009, in connection with our IPO, the Company effected a reorganization whereby ISO became a [removed: wholly-owned] [added: wholly owned] subsidiary of Verisk.

Over the past two decades, we have transformed our business beyond its original functions by deepening and broadening our data assets, developing a set of integrated risk management solutions and [removed: services] [added: services,] and addressing new markets.

Those organizations brought to the company large databases of insurance [removed: claims,] [added: claims] as well as expertise in detecting and preventing claims fraud.

In 2006, to bolster our position in the insurance claims [removed: field] [added: field,] we acquired [removed: Xactware,] [added: Xactware Solutions Inc.,] a leading supplier of estimation software for professionals involved in building repair and reconstruction.

[removed: Additionally, in] [added: In] 2017, we acquired G2 Web Services, LLC, or G2; Sequel Business Solutions Ltd., or Sequel; Lundquist Consulting, Inc., or LCI; and PowerAdvocate, Inc., or PowerAdvocate, to further strengthen our position in [removed: the Insurance, Energy and Specialized Markets and Financial Services] [added: their respective] segments.

PowerAdvocate is a leading data analytics provider with a one-of-a-kind spend and cost data [removed: that are] curated from millions of transactions across thousands of services, materials, and equipment categories in the energy industry.

They have helped [removed: to] make us a leading provider of information and decision analytics for customers involved in the business of risk in the U.S. and selectively around the world.

[removed: Segments][added: Segments]

We organize our business in three segments: Insurance, Energy and Specialized [removed: Markets] [added: Markets,] and Financial Services.

[removed: Insurance Segment][added: Insurance Segment]

We also develop predictive 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 [removed: event,] [added: event] and quantifying losses.

Our customers include most of the P&C insurance providers in the U.S. In recent years, we have expanded our offerings [removed: to] also [added: to] serve certain non-U.S. markets.

[removed: Underwriting] [added: Underwriting] & [removed: rating][added: rating]

We provide policy language, prospective loss costs, policy writing rules, and a variety of other solutions for [removed: 29] [added: 30] lines of insurance.

[removed: Insurers] [added: They] must also make sure their policies remain competitive by promptly changing coverages in response to changes in statutes or case law.

To meet their [added: insurers'] needs, we process approximately 2,400 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.

Our policy language includes standard coverage language, [removed: endorsements] [added: endorsements,] and policy writing support language that assist our customers in understanding the risks they assume and the coverages they offer.

We have more than 120 specialized lawyers and insurance experts reviewing changes in each state’s insurance rules and regulations, including an average of approximately [removed: 13,000] [added: 15,000] legislative bills, [removed: 9,000] [added: 11,000] regulatory [removed: actions] [added: actions,] and 2,000 court decisions per year, to make any required changes to our policy language and rating information.

For example, in the homeowners line of insurance, we maintain policy language and rules for 6 basic coverages, [removed: 283] [added: 282] national endorsements, and [removed: 611] [added: 612] state-specific endorsements.

The P&C insurance industry is heavily regulated in the [removed: U.S.] [added: 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.

We use our proprietary technology to assemble, [removed: organize] [added: organize,] and update vast amounts of detailed information submitted by our customers.

Each year, P&C insurers send us approximately [removed: 3.7] [added: 4.4] billion detailed individual records of insurance transactions, such as insurance premiums collected or losses incurred.

We maintain a database of more than [removed: 21.4] [added: 22.5] billion statistical records, including approximately [removed: 9.1] [added: 9.5] billion commercial lines records and approximately [removed: 12.3] [added: 13.0] billion personal lines records.

We collect unit transaction detail of each premium and loss record, which enhances the validity, [removed: reliability] [added: reliability,] and accuracy of our data sets and our actuarial analyses.

We also supply information to various customers in other [removed: markets] [added: markets,] including reinsurance and government agencies.

For most P&C [removed: insurers,] [added: insurers] in most lines of business, we believe that our estimates of future costs are an essential input to rating decisions.

We gather information on [removed: properties, businesses,] [added: individual properties] and communities so that insurers can [removed: evaluate, price,] [added: use our information to evaluate] and [removed: efficiently process commercial insurance applications, including property, auto, general liability, business owner's policy,] [added: price personal] and [removed: workers compensation.][added: commercial property insurance, as well as commercial liability insurance.]

The decrease in our net income was primarily attributable to the recognition of our litigation reserve of $125.0 million, higher acquisition related costs (earn-outs) and a higher effective tax rate for the year ended December 31, 2019.

In 2019, we acquired Genscape, Inc., or Genscape, and Flexible Architecture and Simplified Technology, LLC, or FAST, to enhance our solutions within the Energy and Specialized Markets segment and Insurance segment, respectively.

Our database contains loss costs and other relevant information on more than 3.8 million commercial risks in the U.S. and also holds information on more than 6.9 million individual businesses within those risks.

We deliver analysis and advice on assets, companies, governments, and markets based on proprietary near real time data as well as historic information.

This enables us to offer a comprehensive and integrated analysis of relevant commodities to our customers.

We help businesses and governments better anticipate and monitor risks in Earth’s natural environment.

EH&S compliance information and management needs of our customers.

Within these organizations, we work with a range of diverse teams.

Alongside large corporate and government clients, we also work with many small and medium-size enterprises, offering services tailored to each customer’s needs.

We also compete with a variety of organizations that offer consulting services, primarily specialty technology and consulting firms.

Finally, our underwriting products compete with Lexis Nexis and Core Logic in the marketplace.

credit bureaus to deepen ongoing relationships and create new value solutions.

We employ a three-tier sales structure that includes salespeople, technical consultants, and sales support.

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 22301:2012, 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.

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.

Specifically, our policy language, insurance manuals, software, and databases are protected by both registered and

trade practice statutes within or outside state insurance codes, which are typically enforced by state attorneys general and/or insurance regulators.

of ISO.

In 2017, we acquired a group of similar but unrelated companies for aerial image capture purposes, or Aerial Imagery acquisitions, in our insurance vertical.

The Aerial Imagery acquisitions provide multi-spectral aerial photographic services with expertise in offering digital photogrammetric and remote sensing data for mapping and surveying applications.

In addition, we provide an efficient multitier, multispectral terrestrial imagery and data acquisition, processing, analytics, and distribution system.

Using the latest remote sensing and machine learning technologies, we gather, store, process, and deliver geographic and spatially referenced information that supports uses in many markets, including insurance, commercial property, energy, banking, architecture, engineering, emergency response, and urban planning.

Mapping professionals and firms leverage our data to accurately understand growth and change, determine damage, discover hazards, assess risk, and perform valuations.

We deliver analysis and advice on assets, companies, governments, and markets.

We provide comprehensive and integrated coverage and analysis of relevant commodities across the interconnected global energy sectors.

We help businesses and governments better anticipate and manage climate and weather-related risks.

Increase Solution Penetration with Customers.

We work with our customers to understand their evolving needs.

Our organization is built on more than four decades of intellectual property in risk management.

We will continue to expand our data and analytics capabilities across industries.

We

identifying new sales opportunities.

All of our critical databases, systems and contracted customer services are also regularly recovered.

Our commitment to security has earned CyberTrust Security Certification (an industry leader in information security certification) since 2002.

services and our logos and tag lines, many of which are registered.

We are party to legal proceedings with respect to a variety of matters in the ordinary course of business, including [removed: those] [added: the] matters described below.

With respect to [removed: the] ongoing matters, we are unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the impact they may have on our results of operations, financial position or cash flows.

[removed: This] [added: In the case of the *360Value Litigation*, this] is primarily because the [removed: matters are] [added: matter is] generally in early stages and discovery has [removed: either] not [removed: commenced or been completed.][added: yet commenced.]

[removed: Xactware] [added: *Xactware] Solutions, Inc. Patent [removed: Litigation][added: Litigation*]

The complaint [removed: alleges] [added: alleged] that our Roof [removed: InSight, or now] [added: InSight (now] known as Geomni [removed: Roof,] [added: Roof),] Property InSight [removed: product, or now] [added: product (now] known as Geomni [removed: Property] [added: Property)] and Aerial Sketch product in combination with our Xactimate product infringe seven patents owned by Eagle View and Pictometry namely, Patent Nos. [removed: 8,078,436, or the 436 patent, 8,170,840, or the 840 patent, 8,209,152, or the 152 patent, 8,542,880, or the 880 patent, 8,818,770, or the 770 patent, 8,823,732, or the 732 patent,] [added: 8,078,436 (the "436 patent"), 8,170,840 (the "840 patent"), 8,209,152 (the "152 patent"), 8,542,880 (the "880 patent"), 8,818,770 (the "770 patent"), 8,823,732 (the "732 patent"),] and [removed: 8,825,454, or the 454 patent.][added: 8,825,454 (the "454 patent").]

On November 30, 2015, plaintiffs filed a First Amended Complaint adding Patent Nos. [removed: 9,129,376, or the 376 patent] [added: 9,129,376 (the "376 patent")] and [removed: 9,135,737, or the 737 patent] [added: 9,135,737 (the "737 patent")] to the lawsuit.

The First Amended Complaint [removed: seeks] [added: sought] an entry of judgment by the Court that defendants have and continue to directly infringe and/or indirectly infringe, including by way of inducement the Patents-in-Suit, permanent injunctive relief, damages, costs and attorney’s fees.

On May 19, 2017, the District Court [removed: so ordered] [added: entered] a Joint Stipulated Order of Partial Dismissal with Prejudice dismissing all claims or assertions pertaining to [removed: Pictometry Patents Nos.] [added: the] 880 and 732 [added: patents] and certain asserted claims of the [removed: Eagle View Patents Nos.] 436, 840, 152, 770, 454, 376 and [removed: 737, or collectively] [added: 737 patents (collectively] the “Patents in [removed: Suit”.][added: Suit”).]

Fact discovery and expert discovery [removed: are now] closed [added: in 2018] and [removed: defendants'] [added: our] summary judgment motions were fully submitted on October 26, 2018.

On January 29, 2019, the Court denied our motion for summary judgment of unpatentability pursuant to Section 101 of the Patent [removed: Statute.][added: Act.]

[removed: At] [added: We have established a $125.0 million reserve in connection with] this [removed: time,] [added: litigation, however, at this time] it is not reasonably possible to determine the ultimate resolution [removed: of, or estimate the liability related to,] [added: of] this matter.

[removed: 360Value Litigation][added: *360Value Litigation*]

On December 10, 2018, we were served with a First Amended Complaint filed in the United States District Court for the Northern District of California titled [removed: Sheahan,] [added: *Sheahan,] et al.

[added: State Farm General Insurance Co., Inc., et al.*] The action is brought by California homeowners, on their own behalf and on behalf of an unspecified putative class of State Farm policyholders whose homes were damaged or lost during the Northern California wildfires of 2017, against State Farm as well as us, ISO, and Xactware Solutions, Inc. Plaintiffs served a Second Amended Complaint on January 6, 2019.

Thereafter, Eagle View dropped the 737 patent and further reduced the number of asserted claims from the five remaining Patents in Suit to 6 asserted claims.

On September 25, 2019, following a trial, the jury determined that we had willfully infringed the 6 asserted claims, and assessed damages in the amount of $125.0 million, for which we have recorded a reserve.

The impact associated with the reserve was recorded in our consolidated financial statements included in this annual report on Form 10-K.

After trial, Eagle View moved for a temporary restraining order (“TRO”) and a permanent injunction preventing our sales of the Geomni Roof, Geomni Property and Aerial Sketch products in combination with Xactimate.

The Court granted the motion for a TRO on September 26, 2019 and on October 18, 2019, issued an Order permanently enjoining defendants’ sales of the Geomni Roof, Geomni Property and Aerial Sketch products in combination with Xactimate.

We plan to appeal these results.

Eagle View has petitioned the Court to award up to treble damages, together with fees and expenses.

The parties’ post- trial motions were fully submitted on December 10, 2019 and the parties are awaiting a decision on these motions.

Defendants filed their motions to dismiss the Second Amended Complaint on March 8, 2019.

On July 2, 2019, the Court granted those motions, dismissing various claims with leave to amend, and dismissing other claims with prejudice.

Plaintiffs filed their Third Amended Complaint on August 1, 2019.

As in the Second Amended Complaint plaintiffs claim in the Third Amended Complaint that defendants violated federal antitrust law as well as California consumer protection law and common law.

Defendants filed their motions to dismiss the Third Amended Complaint on September 19, 2019.

The motions were fully submitted on October 31, 2019 and oral argument, originally scheduled for November 27, 2019, has been postponed to February 13, 2020.

State Farm General Insurance Co., Inc., et al.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| ☑ | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

| ☐ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file [removed: number 001-34480][added: number 001-34480]

[removed: VERISK] [added: VERISK] ANALYTICS, [removed: INC.][added: INC.]

[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]

| [removed: Delaware] [added: Delaware] | | [removed: 26-2994223] [added: 26-2994223] |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

| [removed: 545] [added: 545] Washington [removed: Boulevard Jersey City, NJ] [added: Boulevard] | | [removed: 07310-1686] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] [added: (Zip Code)] |

[removed: (201) 469-3000][added: (201) 469-3000]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Trading Symbol | | Name] of each exchange on which [removed: registered] [added: registered] |

| Common Stock $.001 par value | | [added: VRSK | |] NASDAQ Global Select Market |

As of June 30, [removed: 2018,] [added: 2019,] 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 [removed: $16,796,964,310] [added: $22,756,706,943] based on the closing price reported on the NASDAQ Global Select Market on such date.

As of February [removed: 15, 2019,] [added: 14, 2020,] there were [removed: 163,509,530] [added: 163,075,947] shares outstanding of the registrant's Common Stock, par value $.001.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: 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 [removed: 2019] [added: 2020] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2018.][added: 2019.]

[removed: INDEX][added: INDEX]

| | | | [removed: Page] [added: Page] |

| [removed: PART I] [added: PART I] | | | |

| | Item 1. | [removed: [Business](#s3747ABAC9B0B52C6862ACEBFAA0E807E)] [added: [Business](#s05715FD6679F55268439910CFDC92B90)] | [removed: [4](#s3747ABAC9B0B52C6862ACEBFAA0E807E)] [added: [4](#s05715FD6679F55268439910CFDC92B90)] |

| | Item 1A. | [Risk [removed: Factors](#sEDD7974ECBC45E10999D6D7529E5EC90)] [added: Factors](#s76915B954EC05709A3FCA3375C1B811A)] | [removed: [15](#sEDD7974ECBC45E10999D6D7529E5EC90)] [added: [15](#s76915B954EC05709A3FCA3375C1B811A)] |

| | Item 1B. | [Unresolved Staff [removed: Comments](#s709FF45702245110A2D40E5FC0C40F71)] [added: Comments](#sBD552F6E7DA75716B44107DB444F8068)] | [removed: [23](#s709FF45702245110A2D40E5FC0C40F71)] [added: [23](#sBD552F6E7DA75716B44107DB444F8068)] |

| | Item 2. | [removed: [Properties](#sBE4820E28D1B5D548F63B933158A8EB7)] [added: [Properties](#sE78751C0392E5AC7A1B3EFFF2CD11442)] | [removed: [23](#sBE4820E28D1B5D548F63B933158A8EB7)] [added: [23](#sE78751C0392E5AC7A1B3EFFF2CD11442)] |

| | Item 3. | [Legal [removed: Proceedings](#s784427CC478B53C38D11164A9F380E2C)] [added: Proceedings](#s6FBBFB88F55758CCBD10D07E245B9585)] | [removed: [23](#s784427CC478B53C38D11164A9F380E2C)] [added: [23](#s6FBBFB88F55758CCBD10D07E245B9585)] |

| | Item 4. | [Mine Safety [removed: Disclosures](#s1D74AC4BDE235A21A793FB8964FB8C51)] [added: Disclosures](#s1BF4576DBA345B9C9002DEC92B195668)] | [removed: [24](#s1D74AC4BDE235A21A793FB8964FB8C51)] [added: [24](#s1BF4576DBA345B9C9002DEC92B195668)] |

| [removed: PART II] [added: PART II] | | | |

| | Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sF2205E7E9483543E8C5221E6E86A3AA9)] [added: Securities](#sCCF3DAA019B4593793A7C163B48BC3B5)] | [removed: [25](#sF2205E7E9483543E8C5221E6E86A3AA9)] [added: [25](#sCCF3DAA019B4593793A7C163B48BC3B5)] |

| | Item 6. | [Selected Financial [removed: Data](#s7D7C0CE040845C97AE71A102DC665D57)] [added: Data](#s7FF0F683ACA65D229DD7E642EB866841)] | [removed: [26](#s7D7C0CE040845C97AE71A102DC665D57)] [added: [27](#s7FF0F683ACA65D229DD7E642EB866841)] |

| | Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sE6E35B8BB4815AC9BDFA3044A70EB77E)] [added: Operations](#s8EE46B9AD3EF522BACC22786E0902C3C)] | [removed: [29](#sE6E35B8BB4815AC9BDFA3044A70EB77E)] [added: [30](#s8EE46B9AD3EF522BACC22786E0902C3C)] |

| | Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s9F3D10718BA85C7BB4328C55015E4BEE)] [added: Risk](#s6B7AB0A6E6E952369A2C47CB161E960A)] | [removed: [48](#s9F3D10718BA85C7BB4328C55015E4BEE)] [added: [44](#s6B7AB0A6E6E952369A2C47CB161E960A)] |

| | Item 8. | [Consolidated Financial Statements and Supplementary [removed: Data](#s1CBE34208603560688D1C579EE068E19)] [added: Data](#sE36E0086D4FD5C9BB3D9927126023632)] | [removed: [48](#s1CBE34208603560688D1C579EE068E19)] [added: [44](#sE36E0086D4FD5C9BB3D9927126023632)] |

| | | [Consolidated Balance [removed: Sheets](#s2EFC1F1FE776549C8EE950BAF84343EE)] [added: Sheets](#s486D3485156253CDB6E64AD8EC9DF33D)] | [removed: [57](#s2EFC1F1FE776549C8EE950BAF84343EE)] [added: [55](#s486D3485156253CDB6E64AD8EC9DF33D)] |

| | | [Consolidated Statements of [removed: Operations](#s1D742BF900C450318063C151A5F42139)] [added: Operations](#s02c88915273148df9ffb3b49206a7f93)] | [removed: [58](#s1D742BF900C450318063C151A5F42139)] [added: [56](#s02c88915273148df9ffb3b49206a7f93)] |

| | | [Consolidated Statements of Comprehensive [removed: Income](#s197AFC3F190053E49FFBE75B069627EF)] [added: Income](#s7380EF78147A56A59D1C789A8EF701C9)] | [removed: [59](#s197AFC3F190053E49FFBE75B069627EF)] [added: [57](#s7380EF78147A56A59D1C789A8EF701C9)] |

or

| Jersey City | | |

| NJ | | 07310-1686 |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | [SIGNATURES](#s7F89A8C57B8157FE9A68FB3584795C54) | [104](#s7F89A8C57B8157FE9A68FB3584795C54) |

| | | [EXHIBIT INDEX](#sF402B08B0E4256428840C6022825093A) | [105](#sF402B08B0E4256428840C6022825093A) |

| | | Exhibit 4.8 | |

10-K 1 vrsk10k12312018.htm 10-K

or

| | | |

| --- | --- | --- |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| | | [SIGNATURES](#s86191FA16E195011AC46A93A574B3F26) | [105](#s86191FA16E195011AC46A93A574B3F26) |

| | | [EXHIBIT INDEX](#s9B427A1F8E9556D6983E208147B05103) | [106](#s9B427A1F8E9556D6983E208147B05103) |

As of December 31, [removed: 2018,] [added: 2019,] our principal offices consisted of the following properties:

| [removed: Location] [added: Location] | [removed: Square Feet] [added: Square Feet] | | [removed: Lease] [added: Lease] Expiration [removed: Date] [added: Date] |

We also lease offices in [removed: 24] [added: 28] states in the U.S., and offices outside the U.S. to support our international operations in Argentina, Australia, Bahrain, Brazil, [added: Bulgaria,] Canada, China, Denmark, Germany, India, Indonesia, Ireland, Israel, [added: Italy,] Japan, Kazakhstan, Malaysia, Mexico, Nepal, [added: Netherlands,] New Zealand, Nigeria, [added: Poland,] Russia, Singapore, South Africa, South Korea, Spain, Thailand, the United Arab Emirates, and the U.K.

[removed: PART II][added: PART II]

[removed: Market Information][added: Market Information]

As of February [removed: 15, 2019,] [added: 14, 2020,] there were approximately [removed: 47] [added: 50] stockholders of record.

We have a publicly announced share repurchase plan and repurchased a total of [removed: 57,875,155] [added: 60,053,306] shares since our IPO through December 31, [removed: 2018.][added: 2019.]

As of December 31, [removed: 2018,] [added: 2019,] we had [removed: 380,032,628] [added: 380,841,474] shares of treasury stock.

[removed: Performance Graph][added: Performance Graph]

The graph below compares the cumulative total stockholder return [removed: on $100 invested in] [added: of] our common [removed: stock,] [added: stock] with the cumulative total return [removed: (assuming reinvestment] of [removed: dividends) on $100 invested in] the S&P 500 [removed: Index and] [added: index,] an aggregate [added: index] of [removed: peer issuers in the information services industry] [added: our proxy peers] used in last [removed: year's statement,] [added: year’s statement] and [removed: a new group of] [added: an] aggregate [added: index] of [removed: peer issuers] [added: our proxy peers used] in [removed: the information services industry.][added: this year’s statements.]

The [removed: prior] peer issuers used for this graph are [added: Alliance Data Systems Corporation, CoStar Group Inc.,] Equifax Inc., Factset Research Systems Inc., [added: Fidelity National Information Services, Inc., Fiserv, Inc., Gartner, Inc.,] IHS Markit, [removed: MSCI Inc.,] Moody’s Corporation, [added: MSCI Inc., Nielsen Holdings plc,] S&P Global, and [removed: Nielsen Holdings plc.][added: TransUnion.]

[removed: COMPARISON] [added: COMPARISON] OF CUMULATIVE TOTAL [removed: RETURN][added: RETURN]

[removed: Assumes] [added: Assumes] $100 Invested on December 31, [removed: 2013][added: 2014]

[removed: Assumes] [added: Assumes] Dividend [removed: Reinvested][added: Reinvested]

[removed: Fiscal] [added: Fiscal] Year Ended December [removed: 31, 2018][added: 31, 2019]

[removed: ][added: ]

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

There were no unregistered sales of equity securities by the Company during [removed: 2018.][added: 2019.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

Our board of directors has authorized a share repurchase program, or Repurchase Program, since May 2010, of up to [removed: $3.3 billion.][added: $3.8 billion, inclusive of the $500.0 million authorization approved by the board on February 12, 2020.]

As of December 31, [removed: 2018, $427.6] [added: 2019, $127.6] million remains available for share repurchases.

In [added: December 2018, March 2019,] June [added: 2019,] and September [removed: 2018,] [added: 2019,] we entered into [removed: two] [added: four] Accelerated Share Repurchase, or ASR, agreements to repurchase shares of its common stock for an aggregate purchase price of [removed: $100.0] [added: $250.0] million.

These ASRs were settled in [added: March 2019, June 2019,] September [added: 2019,] and [removed: December 2018.][added: November 2019.]

In December [removed: 2018,] [added: 2019,] we entered into an additional ASR agreement to repurchase shares of its common stock for an aggregate purchase price of [removed: $75.0] [added: $50.0] million.

This ASR will be settled in [removed: March 2019.][added: February 2020.]

Since the introduction of share repurchase as a feature of our capital management strategies in 2010, we have repurchased shares with an aggregated value of [removed: $2,872.4] [added: $3,172.4] million.

Our share repurchases for the quarter ended December 31, [removed: 2018] [added: 2019] are set forth below:

| [removed: Period |] [added: Period] | [removed: Total] [added: Total] Number of Shares [removed: Purchased] [added: Purchased] | | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs] | | | [removed: Approximate] [added: | Approximate] Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs] | |

| | | | | | | | | | | | | [removed: (in millions)] [added: (in millions)] | |

On February 13, 2019, April 29, 2019, July 24, 2019, and October 23, 2019, our Board approved a cash dividend of $0.25 per share of common stock issued and outstanding to the holders of record as of March 15, 2019, June 14, 2019, September 13, 2019, and December 13, 2019, respectively.

The cash dividends of $40.9 million, $41.0 million, and $40.8 million, and $40.8 million were paid on March 29, 2019, June 28, 2019, September 30, 2019, and December 31, 2019, respectively.

The prior peer issuers used for this graph are the same as above excluding CoStar Group, Inc. The graph assumes that the value of investment in our Common stock and in each index was $100 at December 31, 2014 and that all cash dividends were reinvested.

| October 1, 2019 through October 31, 2019 | 252,940 | | | $ | 158.14 | | (1) | 252,940 | | | $ | 177.6 | |

| November 1, 2019 through November 30, 2019 | 409,021 | | (1) | $ | 140.62 | | (1) | 409,021 | | | $ | 131.6 | |

| December 1, 2019 through December 31, 2019 | 27,411 | | | $ | 145.94 | | | 27,411 | | | $ | 127.6 | |

| | 689,372 | | | | 145.07 | | (1) | 689,372 | | | | | |

_______________

(1) In September 2019, we entered into an ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $50.0 million with HSBC Bank USA, N.A. 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 $50.0 million on October 1, 2019, we received 252,940 shares of our common stock at a price of $158.14 per share.

Upon final settlement in November 2019, we received an additional 81,862 shares as determined by the daily volume weighted average share price of our common stock during the term of the ASR agreement, bringing the total shares received under this ASR agreement to 334,802 and a final average price paid of $149.34 per share.

In addition to the ASR agreement, we also repurchased 327,159 shares of our common stock at an average price of $140.62 in November 2019.

We have not paid or declared any cash dividends on our common stock during the two most recent fiscal years.

We have aligned our peer issuers for this performance graph with those used in our proxy statement.

The new peer issuers used for this graph are Alliance Data Systems Corporation, Equifax Inc., Factset Research Systems Inc., Fidelity National Information Services, Inc., Fiserv, Inc., Gartner, Inc., IHS Markit, Moody’s Corporation, MSCI Inc., Nielsen Holdings plc, S&P Global, and TransUnion.

| October 1, 2018 through October 31, 2018 | | 331,812 | | | $ | 120.55 | | | 331,812 | | $ | 544.0 | |

| November 1, 2018 through November 30, 2018 | | 605,500 | | | $ | 121.93 | | | 605,500 | | $ | 470.2 | |

| December 1, 2018 through December 31, 2018 | | 371,032 | | | $ | 114.76 | | | 371,032 | | $ | 427.6 | |

| | | 1,308,344 | | | | | | | 1,308,344 | | | | |

The consolidated statement of operations data for the years ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017] and the consolidated balance sheet data as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] are derived from the audited consolidated financial statements included elsewhere in this annual report on Form 10-K.

The consolidated statement of operations data for the years ended December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] and the consolidated balance sheet data as of December 31, [added: 2017,] 2016, [removed: 2015,] and [removed: 2014] [added: 2015] are derived from consolidated financial statements that are not included in this annual report on Form 10-K.

Results for the year ended December 31, [removed: 2018] [added: 2019] are not necessarily indicative of results that may be expected in any other future period.

Between January 1, [removed: 2014] [added: 2015] and December 31, [removed: 2018,] [added: 2019,] we acquired [removed: 26] [added: 32] businesses (most notably Wood Mackenzie on May 19, 2015), which may affect the comparability of our consolidated financial statements.

Our consolidated financial statements have been retroactively adjusted in all periods presented to give recognition to the discontinued operations of our [removed: heathcare business and mortgage services] [added: healthcare] business.

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| | [removed: (in] [added: (in] millions, except for share and per share [removed: data)] [added: data)] | | | | | | | | | | | | | | | | | | |

| Insurance | $ | [removed: 1,705.9] [added: 1,855.5] | | | $ | [removed: 1,550.5] [added: 1,705.9] | | | $ | [removed: 1,419.1] [added: 1,550.5] | | | $ | [removed: 1,330.6] [added: 1,419.1] | | | $ | [removed: 1,245.0] [added: 1,330.6] | |

| Energy and Specialized Markets | | [removed: 513.3] [added: 573.6] | | | | [removed: 444.7] [added: 513.3] | | | | [removed: 442.8] [added: 444.7] | | | | [removed: 308.8] [added: 442.8] | | | | [removed: 84.9] [added: 308.8] | |

| Financial Services | | [removed: 175.9] [added: 178.0] | | | | [removed: 150.0] [added: 175.9] | | | | [removed: 133.3] [added: 150.0] | | | | [removed: 121.3] [added: 133.3] | | | | [removed: 101.2] [added: 121.3] | |

| Revenues | | [removed: 2,395.1] [added: 2,607.1] | | | | [removed: 2,145.2] [added: 2,395.1] | | | | [removed: 1,995.2] [added: 2,145.2] | | | | [removed: 1,760.7] [added: 1,995.2] | | | | [removed: 1,431.1] [added: 1,760.7] | |

| Cost of revenues (exclusive of items shown separately below) | | [removed: 886.2] [added: 976.8] | | | | [removed: 783.8] [added: 886.2] | | | | [removed: 714.4] [added: 783.8] | | | | [removed: 612.0] [added: 714.4] | | | | [removed: 516.0] [added: 612.0] | |

| Selling, general and administrative | | [removed: 378.7] [added: 603.5] | | | | [removed: 322.8] [added: 378.7] | | | | [removed: 301.6] [added: 322.8] | | | | [removed: 278.3] [added: 301.6] | | | | [removed: 187.3] [added: 278.3] | |

| Depreciation and amortization of fixed assets | | [removed: 165.3] [added: 185.7] | | | | [removed: 135.6] [added: 165.3] | | | | [removed: 119.1] [added: 135.6] | | | | [removed: 96.6] [added: 119.1] | | | | [removed: 65.4] [added: 96.6] | |

| Amortization of intangible assets | | [removed: 130.8] [added: 138.0] | | | | [removed: 101.8] [added: 130.8] | | | | [removed: 92.5] [added: 101.8] | | | | [removed: 70.4] [added: 92.5] | | | | [removed: 30.1] [added: 70.4] | |

| Total operating expenses | | [removed: 1,561.0] [added: 1,910.2] | | | | [removed: 1,344.0] [added: 1,561.0] | | | | [removed: 1,227.6] [added: 1,344.0] | | | | [removed: 1,057.3] [added: 1,227.6] | | | | [removed: 798.8] [added: 1,057.3] | |

| Operating income | | [removed: 834.1] [added: 696.9] | | | | [removed: 801.2] [added: 834.1] | | | | [removed: 767.6] [added: 801.2] | | | | [removed: 703.4] [added: 767.6] | | | | [removed: 632.3] [added: 703.4] | |

| Investment [added: (loss)] income and others, net | | [removed: 15.3] [added: (1.7] | [added: )] | | | [removed: 9.2] [added: 15.3] | | | | [removed: 6.1] [added: 9.2] | | | | [removed: 16.9] [added: 6.1] | | | | [removed: 0.2] [added: 16.9] | |

| Gain on derivative instruments | | — | | | | — | | | | — | | | | [removed: 85.2] [added: —] | | | | [removed: —] [added: 85.2] | |

| Interest expense | | [removed: (129.7] [added: (126.8] | ) | | | [removed: (119.4] [added: (129.7] | ) | | | [removed: (120.0] [added: (119.4] | ) | | | [removed: (121.4] [added: (120.0] | ) | | | [removed: (70.0] [added: (121.4] | ) |

| Total other expense, net | | [removed: (114.4] [added: (128.5] | ) | | | [removed: (110.2] [added: (114.4] | ) | | | [removed: (113.9] [added: (110.2] | ) | | | [removed: (19.3] [added: (113.9] | ) | | | [removed: (69.8] [added: (19.3] | ) |

| Income before income taxes from continuing operations | | [removed: 719.7] [added: 568.4] | | | | [removed: 691.0] [added: 719.7] | | | | [removed: 653.7] [added: 691.0] | | | | [removed: 684.1] [added: 653.7] | | | | [removed: 562.5] [added: 684.1] | |

| Provision for income taxes | | [removed: (121.0] [added: (118.5] | ) | | | [removed: (135.9] [added: (121.0] | ) | | | [removed: (202.2] [added: (135.9] | ) | | | [removed: (196.6] [added: (202.2] | ) | | | [removed: (208.5] [added: (196.6] | ) |

| Income from continuing operations | | [removed: 598.7] [added: 449.9] | | | | [removed: 555.1] [added: 598.7] | | | | [removed: 451.5] [added: 555.1] | | | | [removed: 487.5] [added: 451.5] | | | | [removed: 354.0] [added: 487.5] | |

| Income from discontinued operations, net of tax (1) | | — | | | | — | | | | [removed: 139.7] [added: —] | | | | [removed: 20.1] [added: 139.7] | | | | [removed: 46.0] [added: 20.1] | |

| Net income | $ | [removed: 598.7] [added: 449.9] | | | $ | [removed: 555.1] [added: 598.7] | | | $ | [removed: 591.2] [added: 555.1] | | | $ | [removed: 507.6] [added: 591.2] | | | $ | [removed: 400.0] [added: 507.6] | |

| Income from continuing operations | $ | [removed: 3.63] [added: 2.75] | | | $ | [removed: 3.36] [added: 3.63] | | | $ | [removed: 2.68] [added: 3.36] | | | $ | [removed: 2.95] [added: 2.68] | | | $ | [removed: 2.14] [added: 2.95] | |

| Income from discontinued operations | | — | | | | — | | | | [removed: 0.83] [added: —] | | | | [removed: 0.12] [added: 0.83] | | | | [removed: 0.27] [added: 0.12] | |

| Basic net income per share | $ | [removed: 3.63] [added: 2.75] | | | $ | [removed: 3.36] [added: 3.63] | | | $ | [removed: 3.51] [added: 3.36] | | | $ | [removed: 3.07] [added: 3.51] | | | $ | [removed: 2.41] [added: 3.07] | |

| Income from continuing operations | $ | [removed: 3.56] [added: 2.70] | | | $ | [removed: 3.29] [added: 3.56] | | | $ | [removed: 2.64] [added: 3.29] | | | $ | [removed: 2.89] [added: 2.64] | | | $ | [removed: 2.10] [added: 2.89] | |

| Income from discontinued operations | | — | | | | — | | | | [removed: 0.81] [added: —] | | | | [removed: 0.12] [added: 0.81] | | | | [removed: 0.27] [added: 0.12] | |

| Diluted net income per share | $ | [removed: 3.56] [added: 2.70] | | | $ | [removed: 3.29] [added: 3.56] | | | $ | [removed: 3.45] [added: 3.29] | | | $ | [removed: 3.01] [added: 3.45] | | | $ | [removed: 2.37] [added: 3.01] | |

| [removed: Weighted] [added: Weighted] average shares [removed: outstanding:] [added: outstanding:] | | | | | | | | | | | | | | | | | | | |

| Basic | | [removed: 164,808,110] [added: 163,535,438] | | | | [removed: 165,168,224] [added: 164,808,110] | | | | [removed: 168,248,304] [added: 165,168,224] | | | | [removed: 165,090,380] [added: 168,248,304] | | | | [removed: 165,823,803] [added: 165,090,380] | |

| Diluted | | [removed: 168,297,836] [added: 166,560,115] | | | | [removed: 168,688,868] [added: 168,297,836] | | | | [removed: 171,171,572] [added: 168,688,868] | | | | [removed: 168,451,343] [added: 171,171,572] | | | | [removed: 169,132,423] [added: 168,451,343] | |

[removed: The] [added: The] financial operating data below sets forth the information we believe is useful for investors in evaluating our overall financial performance for the years ended December [removed: 31:][added: 31:]

| | [removed: (in millions)] [added: (in millions)] | | | | | | | | | | | | | | | | | | |

| [removed: Other data:] [added: Other data:] | | | | | | | | | | | | | | | | | | | |

| EBITDA [removed: (2):] [added: (3):] | | | | | | | | | | | | | | | | | | | |

| Insurance | $ | [removed: 932.2] [added: 827.1] | | | $ | [removed: 855.8] [added: 932.2] | | | $ | [removed: 779.2] [added: 855.8] | | | $ | [removed: 762.5] [added: 779.2] | | | $ | [removed: 672.3] [added: 762.5] | |

| Other operating expenses | | 6.2 | | | | — | | | | — | | | | — | | | | — | |

| Cash dividends declared per share (2) | $ | 1.00 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Net income | $ | 449.9 | | | $ | 598.7 | | | $ | 555.1 | | | $ | 591.2 | | | $ | 507.6 | |

| EBITDA | $ | 1,018.9 | | | $ | 1,145.5 | | | $ | 1,047.8 | | | $ | 1,251.3 | | | $ | 1,054.2 | |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| | (in millions) | | | | | | | | | | | | | | | | | | |

| (2) | Cash dividends declared per share is calculated by the aggregate cash dividends declared in a fiscal year divided by the shares issued and outstanding. See Note 16. of our consolidated financial statements included in this annual report on Form 10-K. |

isolation, or as a substitute for an analysis of our operating income, net income or cash flow from operating activities reported under GAAP.

| (4) | Refer to Note 8. of our consolidated financial statements included in this annual report on Form 10-K for the impacts of the adoption of Topic 842, *Leases.* |

| --- | --- |

| | |

| --- | --- |

| | |

reported under GAAP.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: 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 [removed: 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.]

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report on Form 10-K for the Company and our subsidiaries other than our recent acquisitions in [removed: 2018] [added: 2019] (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 [removed: approximately 0.4%] [added: less than 1.4%] of total assets (excluding goodwill and intangible assets which were integrated into the Company's systems and control environment) and [removed: 0.5%] [added: less than 1.7%] of revenues as of and for the year ended December 31, [removed: 2018.][added: 2019.]

Based upon the foregoing assessments, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2018,] [added: 2019,] our disclosure controls and procedures were effective at the reasonable assurance level.

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Management’s Report on Internal Control over Financial Reporting as of December 31, 2018 is set forth in Item 8.][added: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING]

[removed: Attestation] [added: Attestation] Report of the Registered Public Accounting [removed: Firm][added: Firm]

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

We are in the process of integrating our recent acquisitions in [removed: 2018] [added: 2019] 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 [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

The information required by this Item is set forth on page 46 of this annual report on Form 10-K.

The information required by this Item is set forth on pages 47 through 48 of this annual report on Form 10-K.

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, 2019.

Management excluded from its assessment the internal control over financial reporting for our acquisitions in 2019 (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 1.4% of total assets (excluding goodwill and intangible assets which were integrated into the Company's systems and control environment) and 1.7% of revenues collectively included within our consolidated financial statements as of and for the year ended December 31, 2019.

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, 2019, as stated in their report which is included herein.

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, 2019, 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, 2019, 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, 2019, of the Company and our report dated February 18, 2020, expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.

As described in Management’s Report on Internal Controls over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Content as a Service (“Caas”), which was acquired on March 29, 2019, Keystone Aerial Surveys, Inc., which was acquired on July 31, 2019, Property Pres Wizard, LLC., which was acquired on August 28, 2019, BuildFax, Inc., which was acquired on October 10, 2019, Genscape, Inc., which was acquired on November 5, 2019, Commerce Signals, Inc., which was acquired on December 19, 2019, and Flexible Architecture and Simplified Technology, LLC, which was acquired on December 23, 2019 (collectively the “2019 acquired businesses”).

The consolidated financial statements of the 2019 acquired businesses constitute less than 1.4% of total assets (excluding goodwill and intangible assets which were integrated into the Company's systems and control environment) and less than 1.7% of revenues collectively of the consolidated financial statement amounts as of and for the year ended December 31, 2019.

Accordingly, our audit did not include the internal control over financial reporting at the 2019 acquired businesses.

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

Parsippany, New Jersey

February 18, 2020

Consolidated Financial Statement and Supplementary Data.

The Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting as of December 31, 2018 is set forth in Item 8.

[removed: PART III][added: PART III]

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, [removed: 2018] [added: 2019] (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.

[removed: PART IV][added: PART IV]

[removed: Index] [added: Index] to Consolidated Financial Statements and [removed: Schedule][added: Schedule]

| [removed: Verisk] [added: Verisk] Analytics, Inc. Consolidated Financial Statements as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.] [added: 2017.] | |

[removed: | [Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting](#s84D69CDCEFDB59F5A417868F25316F63) | [54](#s84D69CDCEFDB59F5A417868F25316F63) |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

| [Report of Independent Registered Public Accounting [removed: Firm](#sD975DF9132315255BF2855A396AA93F3)] [added: Firm](#s42F23FB841DB5FE796FDD153A047E589)] | [removed: [56](#sD975DF9132315255BF2855A396AA93F3)] [added: [53](#s42F23FB841DB5FE796FDD153A047E589)] |

[removed: | [Consolidated Balance Sheets](#s2EFC1F1FE776549C8EE950BAF84343EE) | [57](#s2EFC1F1FE776549C8EE950BAF84343EE) |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Operations](#s1D742BF900C450318063C151A5F42139) | [58](#s1D742BF900C450318063C151A5F42139) |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]

| [Consolidated Statements of Comprehensive [removed: Income](#s197AFC3F190053E49FFBE75B069627EF)] [added: Income](#s7380EF78147A56A59D1C789A8EF701C9)] | [removed: [59](#s197AFC3F190053E49FFBE75B069627EF)] [added: [57](#s7380EF78147A56A59D1C789A8EF701C9)] |

[removed: | [Consolidated Statements of Changes in Stockholders' Equity](#sFC38CB5A0DC457A08D1096F69464FA12) | [60](#sFC38CB5A0DC457A08D1096F69464FA12) |][added: CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#sD5D3CC2A35065341816B9A4CFC812A2B) | [61](#sD5D3CC2A35065341816B9A4CFC812A2B) |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Notes to Consolidated Financial Statements](#s89BEDF288B9F580AA02809D213587423) | [63](#s89BEDF288B9F580AA02809D213587423) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: | [Schedule II, Valuation] [added: Valuation] and Qualifying Accounts and [removed: Reserves](#s8628586B279D5157A09E2B1BD37405CB) | [104](#s8628586B279D5157A09E2B1BD37405CB) |][added: Reserves]

We have [removed: audited] [added: also audited, in accordance with] the [added: standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's] internal control over financial reporting [removed: of Verisk Analytics, Inc. and subsidiaries (the "Company")] as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: ("COSO").][added: and our report dated February 18, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.]

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Verisk Analytics, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations, comprehensive [removed: income, changes in stockholders’] [added: income (loss), stockholders'] equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] in conformity with accounting principles generally accepted in the United States of America.

[removed: VERISK] [added: VERISK] ANALYTICS, [removed: INC][added: INC.]

[removed: CONSOLIDATED BALANCE SHEETS][added: | [Consolidated Balance Sheets](#s486D3485156253CDB6E64AD8EC9DF33D) | [55](#s486D3485156253CDB6E64AD8EC9DF33D) |]

[removed: As of December] [added: As of December] 31, [removed: 2018 and 2017][added: 2019 and 2018]

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | [added: | 2017 | | |]

| | [removed: (in] [added: (In] millions, except for share and per share [removed: data)] [added: data)] | | | | | | | [added: | | | |]

| [removed: ASSETS] [added: ASSETS:] | | | | | | | |

| Cash and cash equivalents | $ | [removed: 139.5] [added: 184.6] | | | $ | [removed: 142.3] [added: 139.5] | |

| Accounts receivable, net | | [removed: 356.4] [added: 441.6] | | | | [removed: 345.5] [added: 356.4] | |

| Prepaid expenses | | [removed: 63.9] [added: 60.9] | | | | [removed: 38.1] [added: 63.9] | |

| Income taxes receivable | | [removed: 34.0] [added: 25.9] | | | | [removed: 28.8] [added: 34.0] | |

| Other current assets | | [removed: 50.7] [added: 17.8] | | | | [removed: 42.9] [added: 50.7] | |

| Total current assets | | [removed: 644.5] [added: 744.9] | | | | [removed: 597.6] [added: 644.5] | |

| Fixed assets, net | | [removed: 555.9] [added: 548.1] | | | | [removed: 478.3] [added: 555.9] | |

| Intangible assets, net | | [removed: 1,227.8] [added: 1,398.9] | | | | [removed: 1,345.3] [added: 1,227.8] | |

| Goodwill | | [removed: 3,361.5] [added: 3,864.3] | | | | [removed: 3,368.7] [added: 3,361.5] | |

| Deferred income tax assets | | [removed: 11.1] [added: 9.8] | | | | [removed: 15.9] [added: 11.1] | |

| Other [added: noncurrent] assets | | [removed: 99.5] [added: 159.8] | | | | [removed: 214.5] [added: 99.5] | |

| Total assets | $ | [removed: 5,900.3] [added: 7,055.2] | | | $ | [removed: 6,020.3] [added: 5,900.3] | |

| [removed: LIABILITIES] [added: LIABILITIES] AND STOCKHOLDERS’ [removed: EQUITY] [added: EQUITY:] | | | | | | | |

| Accounts payable and accrued liabilities | $ | [removed: 263.5 | | | $ | 225.4] [added: 7.8] | |

| Short-term debt and current portion of long-term debt | | [removed: 672.8] [added: 499.4] | | | | [removed: 724.4] [added: 672.8] | |

| Deferred revenues | | [removed: 383.1] [added: 440.1] | | | | [removed: 384.7] [added: 383.1] | |

| Income taxes payable | | [removed: 5.2] [added: 6.8] | | | | [removed: 3.1] [added: 5.2] | |

| Total current liabilities | | [removed: 1,324.6] [added: 1,491.8] | | | | [removed: 1,337.6] [added: 1,324.6] | |

Change in Accounting Principle

As discussed in Note 8 to the financial statements, effective January 1, 2019, the Company adopted FASB Accounting Standards Codification (“ASC”) Topic 842, *Leases*, using the modified retrospective approach.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Energy and Specialized Markets Reportable Segment - Refer to Notes 2 and 12 to the financial statements

*Critical Audit Matter Description*

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company determines the fair value of its reporting units using the discounted cash flow model and the market approach.

The determination of fair value using the discounted cash flow model requires management to make significant estimates and assumptions related to forecasts of future revenues, EBITDA margins, and the discount rate.

The determination of fair value using the market approach requires management to make significant estimates and assumptions related to the selection of revenue and EBITDA multiples.

Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.

The goodwill balance was $3,864 million as of

December 31, 2019 of which $2,255 million was attributable to a reporting unit within the Energy & Specialized Markets reportable segment.

Given the significant judgments made by management to estimate the fair value of the reporting unit within the Energy and Specialized Markets reportable segment including management’s judgments in selecting significant assumptions to forecast future revenues, EBITDA margins, and the discount rate, as well as the selection of revenue and EBITDA multiples, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions for the reporting unit within the Energy and Specialized Markets reportable segment required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

*How the Critical Audit Matter was addressed in the Audit*

Our audit procedures related to forecasts of future revenue and EBITDA margin, selection of the discount rate used within the income approach and selection of the Revenue and EBITDA multiples used in the market approach for a reporting unit within the Energy & Specialized Markets reportable segment included the following, among others:

| • | We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the reporting unit within the Energy and Specialized Markets reportable segment such as controls related to management’s selection of the discount rate, forecasts of future revenue and Revenue and EBITDA multiples. |

| • | We evaluated management’s ability to accurately forecast future revenues and EBITDA margins by comparing actual results to management’s historical forecasts. |

| • | We evaluated the reasonableness of management’s revenue and EBITDA margin forecasts by comparing the forecasts to: |

| ◦ | Historical revenues and EBITDA margins. |

| ◦ | Internal communications to management and the Board of Directors. |

| ◦ | Forecasted information included in Company press releases, as well as in analyst and industry reports for the Company and certain peer companies. |

| • | With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodologies (2) Revenue and EBITDA multiples and (3) the discount rate by: |