Acquisitions:

2017 Acquisitions

On January 21, 2017, the Company acquired 100 percent of the stock of Arium Limited ("Arium") for a net cash purchase price of $1.9 million. Arium specializes in liability risk modeling and decision support. Arium has become part of the insurance vertical within the Decision Analytics segment, and enables the Company to provide its customers with additional modeling solutions and analytics for the casualty market. The preliminary purchase price allocation of the acquisition is presented as part of "Others" in the table below.

On February 16, 2017, the Company acquired 100 percent of the stock of Healix International Holdings Limited (“Healix”), a software analytics provider in automated medical risk assessment for the travel insurance industry, for a net cash purchase price of $52.4 million, of which $7.5 million represents indemnity escrows. Healix is within the Company's Risk Assessment segment. The acquisition further expands the Company's offerings for the global insurance industry, providing solutions that are embedded with customer workflows and can help underwrite medical coverage for travelers with greater speed, accuracy, and efficiency. The preliminary purchase price allocation of the acquisition is presented in the table below.

On February 24, 2017, the Company acquired 100 percent of the stock of Emergent Network Intelligence Limited (“ENI”), a developer in insurance claims efficiency and fraud detection solutions based in the United Kingdom ("U.K."), for a net cash purchase price of $6.1 million, of which $0.5 million represents indemnity escrows. With the acquisition of ENI within the Decision Analytics segment, the Company's customers in the U.K. can take advantage of technologically advanced tools that allow them to improve motor vehicle claims workflow and reduce their costs and exposure to fraud. The preliminary purchase price allocation of the acquisition is presented as part of "Others" in the table below.

On March 31, 2017, the Company acquired 100 percent of the stock of Fintellix Solutions Private Limited ("Fintellix"), a Bangalore-based data solutions company specializing in the development of data management platforms and regulatory reporting solutions for financial institutions, for a net cash purchase price of $16.9 million, of which $1.8 million represents indemnity escrows. Fintellix has become part of the financial services vertical within the Decision Analytics segment. The acquisition of Fintellix positions the Company to expand the data hosting and regulatory platforms and better address the increasingly complex needs of its customers. The preliminary purchase price allocation of the acquisition is presented in the table below.

On May 19, 2017, the Company acquired 100 percent of the stock of MAKE Consulting A/S ("MAKE"), a research and advisory business specializing in wind power, for a net cash purchase price of $16.9 million, of which $2.7 million represents indemnity escrows. MAKE has become part of the energy and specialized markets vertical within the Decision Analytics segment. MAKE enhances the Company's offering to existing customers and forms a market analysis and advisory consortium on renewables and the transformation of the global electricity industry. With detailed coverage of power market fundamentals, solar, wind, energy storage, and grid edge technologies, the energy and specialized markets vertical is positioned to bring customers market analysis and insight on the evolution of the energy landscape and provide a comprehensive platform for the future. The preliminary purchase price allocation of the acquisition is presented as part of "Others" in the table below.

During the three months ended June 30, 2017, the Company acquired the net assets of Blue Skies Consulting, LLC, ControlCam, LLC, Krawietz Aerial Photography, LLC, Richard Crouse & Associates, Inc., Rocky Mountain Aerial Surveys, Inc., Skyview Aerial Photo, Inc., and Valley Air Photos, LLC (collectively referred to as "Aerial Imagery acquisitions"), a group of similar but unrelated companies, which gives the Company broad geographic coverage of the United States for aerial image capture purposes. 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. The purchase consideration consists of an aggregate net cash purchase price of $28.1 million and a holdback of $3.1 million. Within the Company's Decision Analytics segment, the Aerial Imagery acquisitions enable the Company to enhance and maintain its database of images with the required frequency, resolution, and coverage across the U.S. to support the Company's objective as the leading provider of loss quantification data, analytics, and decision-support solutions to the insurance industry, the photogrammetry, surveying and mapping and other related markets. The preliminary purchase price allocation of the acquisition is presented as part of "Others" in the table below.

On August 3, 2017, the Company acquired 100 percent of the stock of G2 Web Services ("G2"), a provider of merchant risk intelligence solutions for acquirers, commercial banks, and other payment system providers, for a net cash purchase price of $112.0 million, of which $5.6 million represents indemnity escrows. G2 has become part of the financial services vertical within the Decision Analytics segment. The acquisition of G2 positions the Company to further enhance its offerings to clients and partners, by providing solutions that help fight fraud, transaction laundering, and reputational risk within the global payments and e-commerce ecosystem. The preliminary purchase price allocation of the acquisition is presented in the table below.

On August 23, 2017, the Company acquired 100 percent of the stock of Sequel Business Solutions Ltd. ("Sequel"), a provider of commercial and specialty insurance and reinsurance software based in the U.K., for a net cash purchase price of $320.3 million. Sequel has become part of the insurance vertical within the Decision Analytics segment. The acquisition of Sequel further enhances the Company's comprehensive offerings to the global complex commercial and specialty insurance industry, enabling integrated global data analytics through a specialized end-to-end workflow solution. The preliminary purchase price allocation of the acquisition is presented in the table below.

On August 31, 2017, the Company acquired 100 percent of the stock of Lundquist Consulting, Inc. ("LCI"), a provider of risk insight, prediction, and management solutions for banks and creditors, for a net cash purchase price of $150.6 million, of which $12.8 million represents indemnity escrows. LCI has become part of the financial services vertical within the Decision Analytics segment. This acquisition brings together the Company's propriety data assets and LCI's proprietary time-series data, including consumer and commercial bankruptcies, consumer behavior, and legal and technical terms associated with debtor settlements. The preliminary purchase price allocation of the acquisition is presented in the table below.

The preliminary purchase price allocations of the 2017 acquisitions resulted in the following:



	Healix			Fintellix			G2			Sequel			LCI			Others			Total
Cash and cash equivalents	$	0.9		$	1.1		$	1.0		$	16.0		$	1.1		$	2.0		$	22.1
Accounts receivable		0.9			2.1			3.4			9.5			3.1			2.9			21.9
Current assets		—			0.9			3.6			1.4			—			0.7			6.6
Fixed assets		—			0.1			6.4			7.5			5.7			11.9			31.6
Intangible assets		21.1			6.6			41.0			107.3			55.7			12.2			243.9
Goodwill		35.2			11.3			74.2			226.0			100.7			33.5			480.9
Other assets		7.5			2.0			2.8			—			12.8			3.3			28.4
Total assets acquired		65.6			24.1			132.4			367.7			179.1			66.5			835.4
Current liabilities		1.1			1.3			3.2			9.9			1.1			1.4			18.0
Deferred revenues		0.1			0.8			0.4			2.4			0.3			1.7			5.7
Deferred income taxes, net		3.6			2.2			13.0			19.1			13.2			2.1			53.2
Other liabilities		7.5			1.8			2.8			—			12.8			6.3			31.2
Total liabilities assumed		12.3			6.1			19.4			31.4			27.4			11.5			108.1
Net assets acquired		53.3			18.0			113.0			336.3			151.7			55.0			727.3
Cash acquired		(0.9	)		(1.1	)		(1.0	)		(16.0	)		(1.1	)		(2.0	)		(22.1	)
Net cash purchase price	$	52.4		$	16.9		$	112.0		$	320.3		$	150.6		$	53.0		$	705.2

The preliminary amounts assigned to intangible assets by type for the 2017 acquisitions are summarized in the table below:



	Weighted Average Useful Life	Total
Technology-related	7 years	$	66.3
Marketing-related	8 years		15.3
Customer-related	10 years		110.0
Database-related	12 years		52.3
Total intangible assets		$	243.9

The preliminary allocations of the purchase price for the 2016 and 2017 acquisitions with less than a year ownership are subject to revisions as additional information is obtained about the facts and circumstances that existed as of each acquisition date. The revisions may have a significant impact on the condensed consolidated financial statements. The allocations of the purchase price will be finalized once all information is obtained, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to operating leases, income and non-income taxes, deferred revenues, the valuation of intangible assets acquired, and residual goodwill. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon the Company's valuation model and historical experiences with entities with similar business characteristics. For the nine months ended September 30, 2017, the Company finalized the purchase accounting for the acquisitions of RII, Greentech Media and Quest Offshore during the measurement periods in accordance with ASC 805. The impact of finalization of the purchase accounting associated with these acquisitions were not material to the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016.

For the three and nine months ended September 30, 2017, the Company incurred transaction costs related to Arium, Healix, ENI, Fintellix, MAKE, Aerial Imagery acquisitions, G2, Sequel and LCI of $3.2 million and $5.9 million, respectively. For the three and nine months ended September 30, 2016, the Company incurred transaction costs of $0.8 million and $1.0 million, respectively, related to the acquisitions of the RII, Greentech Media and Quest Offshore. The transaction costs were included within "Selling, general and administrative" expenses in the accompanying condensed consolidated statements of operations. For the 2017 acquisitions, the goodwill of $465.8 million associated with the stock purchases of Arium, Healix, ENI, Fintellix, MAKE, G2, Sequel and LCI is not deductible for tax purposes, with the exception of $19.9 million of goodwill attributable to G2. The goodwill of $15.1 million associated with the Aerial Imagery asset acquisitions is deductible for tax purposes. For the 2016 acquisitions, the goodwill of $34.9 million associated with the stock purchases of RII and Greentech Media is not deductible for tax purposes, whereas the goodwill of $6.2 million associated with the asset acquisition of Quest Offshore is deductible for tax purposes.

The 2017 acquisitions were immaterial, both individually and in the aggregate, to the Company's condensed consolidated financial statements for the nine months ended September 30, 2017 and 2016 and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.

Acquisition Escrows

Pursuant to the related acquisition agreements, the Company has funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition date, as well as a portion of the contingent payments. At September 30, 2017 and December 31, 2016, the current portion of the escrows amounted to $19.9 million and $4.1 million, and the noncurrent portion of the escrows amounted to $22.1 million and $6.3 million, respectively. The current and noncurrent portions of the escrows have been included in “Other current assets” and "Other assets" in the accompanying condensed consolidated balance sheets, respectively.