Stockholders' Equity

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity:

The Company has 1,200,000,000 shares of authorized Class A common stock. The common shares have rights to any dividend declared by the board of directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all twelve members of the board of directors.

Share Repurchase Program

The Company has authorized repurchases of up to $1,200,000 of its common stock through its Repurchase Program. Since the introduction of share repurchase as a feature of the Company's capital management strategies in 2010, the Company has repurchased shares with an aggregate value of $1,123,475. As of March 31, 2014, the Company had $76,525 available to repurchase shares. The Company has no obligation to repurchase stock under this program and intends to use this authorization as a means of offsetting dilution from the issuance of shares under the KSOP, the Verisk 2013 Equity Incentive Plan (the “2013 Incentive Plan”), the Verisk 2009 Equity Incentive Plan (the “2009 Incentive Plan”), and the ISO 1996 Incentive Plan (the “1996 Incentive Plan”), while providing flexibility to repurchase additional shares if warranted. This authorization has no expiration date and may be increased, reduced, suspended, or terminated at any time. Repurchased shares will be recorded as treasury stock and will be available for future issuance as part of the Repurchase Program.

During the three months ended March 31, 2014, the Company repurchased 1,399,349 shares of common stock as part of the Repurchase Program at a weighted average price of $63.41 per share. The Company utilized cash from operations and the proceeds from its senior notes to fund these repurchases. As treasury stock purchases are recorded based on trade date, the Company has included $3,605 in “Accounts payable and accrued liabilities” in the accompanying condensed consolidated balance sheets for those purchases that have not settled as of March 31, 2014.

Treasury Stock

As of March 31, 2014, the Company’s treasury stock consisted of 377,471,924 shares of Class A common stock. During the three months ended March 31, 2014, the Company reissued 472,536 shares of Class A common stock from the treasury shares at a weighted average price of $5.06 per share.

Earnings Per Share (“EPS”)

Basic EPS is computed by dividing income from continuing operations, income from discontinued operations and net income available to common stockholders, respectively, by the weighted average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding, using the treasury stock method, if the dilutive potential common shares, including stock options, nonvested restricted stock, and nonvested restricted stock units, had been issued.

The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014		2013
Numerator used in basic and diluted EPS:
Income from continuing operations	$	84,441	$	79,445
Income from discontinued operations, net of tax of $23,365 and $835, respectively (Note 6)		31,117		1,066
Net income	$	115,558	$	80,511
Denominator:
Weighted average number of common shares used in basic EPS		166,981,982		168,078,589
Effect of dilutive shares:
Potential common shares issuable from stock options and stock awards		3,439,507		4,682,052
Weighted average number of common shares and dilutive potential common shares used in diluted EPS		170,421,489		172,760,641
Basic net income per share:
Income from continuing operations	$	0.50	$	0.47
Income from discontinued operations		0.19		0.01
Basic net income per share	$	0.69	$	0.48
Diluted net income per share:
Income from continuing operations	$	0.50	$	0.46
Income from discontinued operations		0.18		0.01
Diluted net income per share	$	0.68	$	0.47

The potential shares of common stock that were excluded from diluted EPS were 761,848 and 34,062 for the three months ended March 31, 2014 and 2013, respectively, because the effect of including these potential shares was anti-dilutive.

Accumulated Other Comprehensive Losses

The following is a summary of accumulated other comprehensive losses as of March 31, 2014 and December 31, 2013:

	2014			2013
Foreign currency translation adjustment	$	(1,293	)	$	(1,800	)
Unrealized holding losses on available-for-sale securities, net of tax		(59	)		(75	)
Pension and postretirement adjustment, net of tax		(41,470	)		(41,613	)
Accumulated other comprehensive losses	$	(42,822	)	$	(43,488	)

The before tax and after tax amounts of other comprehensive income for the three months ended March 31, 2014 and 2013 are summarized below:

	Before Tax			Tax Benefit  (Expense)			After Tax
March 31, 2014
Foreign currency translation adjustment	$	507		$	—		$	507
Unrealized holding gain on available-for-sale securities before reclassifications		39			(16	)		23
Amount reclassified from accumulated other comprehensive losses (1)		(11	)		4			(7	)
Unrealized holding gain on available-for-sale securities		28			(12	)		16
Pension and postretirement adjustment before reclassifications		584			(261	)		323
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (2)		(292	)		112			(180	)
Pension and postretirement adjustment		292			(149	)		143
Total other comprehensive income	$	827		$	(161	)	$	666
March 31, 2013
Foreign currency translation adjustment	$	(406	)	$	—		$	(406	)
Unrealized holding loss on available-for-sale securities before reclassifications		(1,018	)		379			(639	)
Amount reclassified from accumulated other comprehensive losses (1)		647			(238	)		409
Unrealized holding loss on available-for-sale securities		(371	)		141			(230	)
Pension and postretirement adjustment before reclassifications		2,802			(1,046	)		1,756
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive losses (2)		(1,401	)		514			(887	)
Pension and postretirement adjustment		1,401			(532	)		869
Total other comprehensive income	$	624		$	(391	)	$	233

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(1) This accumulated other comprehensive loss component, before tax, is included under “Realized loss on available-for-sale securities, net” in the accompanying condensed consolidated statements of operations.

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