Verisk Analytics, Inc. — Regulatory Filings 2010

Sep 28, 2010

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Filed pursuant to Rule 424(b)(1)

Registration Statement No. 333-169398

PROSPECTUS

19,030,515 Shares

Verisk Analytics, Inc.

Class A Common Stock

The selling stockholders identified in this prospectus are offering 19,030,515 shares of our Class A Common Stock. We will not receive any of the proceeds from the sale of shares being sold by the selling stockholders.

Our Class A Common Stock is listed for trading on the NASDAQ Global Select Market under the symbol “VRSK.” On September 27, 2010, the last sale price of the shares as reported on the NASDAQ Global Select Market was $27.54 per share.

Investing in our common stock involves risks that are described in the “Risk Factors” section incorporated by reference herein.

	Per Share	Total
Public offering price	$ 27.2500	$518,581,533.75
Underwriting discount	$ 0.8856	$ 16,853,424.08
Proceeds, before expenses, to the selling stockholders	$ 26.3644	$501,728,109.67

The underwriters may also purchase up to an additional 2,854,577 shares of Class A Common Stock from the selling stockholders at the offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments, if any. Concurrently with the closing of this offering, we will repurchase 7,300,000 shares of our common stock directly from those selling stockholders that currently own Class B shares at a price per share equal to the net proceeds per share the selling stockholders receive in this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about October 1, 2010.

BofA Merrill Lynch Morgan Stanley J.P. Morgan

Wells Fargo Securities

William Blair & Company Keefe, Bruyette & Woods RBS SunTrust Robinson Humphrey

September 27, 2010

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TABLE OF CONTENTS

TOC

Prospectus Summary	1
The Offering	4
Special Note Regarding Forward-Looking
Statements	6
Use of Proceeds	7
Market Price and Dividends on Common Stock	7
Capitalization	8
Selected Consolidated Financial Data	9
Principal and Selling Stockholders	12
Description of Capital Stock	16
Underwriting	20
Validity of Common Stock	24
Experts	24
Where You Can Find More Information	24
Information Incorporated by Reference	25

/TOC

We and the selling stockholders have not authorized anyone to provide you with information different from that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

Unless otherwise stated herein or the context otherwise requires, the terms “Verisk,” the “Company,” “we,” “us,” and “our” refer to Verisk Analytics, Inc. and its consolidated subsidiaries.

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PROSPECTUS SUMMARY

This summary highlights certain information about us. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including the “Risk Factors” and the consolidated financial statements and the notes to those statements as well as the other information about the Company, incorporated by reference in this prospectus.

Company Overview

We enable risk-bearing businesses to better understand and manage their risks. We provide value to our customers by supplying proprietary data that, combined with our analytic methods, creates embedded decision support solutions. We are the largest aggregator and provider of detailed actuarial and underwriting data pertaining to U.S. property and casualty, or P&C, insurance risks. We offer solutions for detecting fraud in the U.S. P&C insurance, healthcare and mortgage industries, and sophisticated methods to predict and quantify loss in diverse contexts ranging from natural catastrophes to health insurance.

Our customers use our solutions, in the form of our data, statistical models or tailored analytics, to make more logical decisions. We develop solutions which our customers use to analyze the four key processes in managing risk, in what we define as the Verisk Risk Analysis Framework: Prediction of Loss, Selection and Pricing of Risk, Detection and Prevention of Fraud, and Quantification of Loss.

We organize our business in two segments: Risk Assessment and Decision Analytics.

Risk Assessment: We are the leading provider of statistical, actuarial and underwriting data for the U.S. P&C insurance industry. Our proprietary and unique databases describe premiums and losses in insurance transactions, casualty and property risk attributes for commercial buildings and their occupants and fire suppression capabilities of municipalities in addition to other properties and attributes. Our largest P&C insurance database includes over 14.5 billion records and we updated the database with over 2 billion validated new records in each of the three years ended December 31, 2009. We use our data, for example, to create policy language and proprietary risk classifications that are industry standard and to generate prospective loss cost estimates used to price insurance policies.

Decision Analytics: We provide solutions in each of the four processes of the Verisk Risk Analysis Framework by combining algorithms and analytic methods, which incorporate our proprietary data. Our unique data sets include over 668 million P&C insurance claims, historic natural catastrophe data covering more than 50 countries, and data from more than 50 million applications, borrowers, and third parties for mortgage analytics. Customers integrate our solutions into their models, formulas or underwriting criteria to predict potential loss events, ranging from hurricanes and earthquakes to unanticipated healthcare claims. We are a leading developer of catastrophe and extreme event models and offer solutions covering natural and man-made risks, including acts of terrorism. We also develop solutions that allow customers to quantify costs after loss events occur. Our fraud solutions include data on claim histories, analysis of mortgage applications to identify misinformation, analysis of claims to find emerging patterns of fraud and identification of suspicious claims in the insurance, healthcare and mortgage sectors.

We believe our solutions for analyzing risk positively impact our customers’ revenues and help them better manage their costs. The embedded nature of our solutions serves to strengthen and extend our relationships. In 2009, our U.S. customers included all of the top 100 P&C insurance providers, numerous health plans and third party administrators, five of the six leading mortgage insurers, 14 of the top 20 mortgage lenders, and the 10 largest global reinsurers. We believe that our commitment to our customers and embedded nature of our solutions serve to strengthen and extend our relationships. For example, 99 of our top 100 customers in 2009, as ranked by revenue, have been our customers for each of the last five years. Further, from 2005 to 2009, revenues generated from these top 100 customers grew at a compound annual growth rate, or CAGR, of 12.3%.

We offer our solutions and services primarily through annual subscriptions or long-term agreements, which are typically pre-paid and represented approximately 69% of our revenues for the six months ended

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June 30, 2010. For the year ended December 31, 2009, and the six months ended June 30, 2010, we had revenues of $1,027.1 million and $557.8 million and net income of $126.6 million and $113.8 million, respectively. For the five year period ended December 31, 2009, our revenues grew at a CAGR of 12.3% and our net income grew at a CAGR of 10.3%, excluding the $57.7 million non-recurring non-cash charge related to the accelerated ESOP allocation that occurred in the fourth quarter of 2009.

Our Competitive Strengths

We believe our competitive strengths include the following:

| • | Our Solutions are Embedded In Our Customers’ Critical
Decision Processes. Our customers use our
solutions to make better risk decisions and to price risk
appropriately. In the U.S. P&C insurance industry, our
solutions for prospective loss costs, policy language,
rating/underwriting rules and regulatory filing services are the
industry standard. In the U.S. healthcare and mortgage
industries, our predictive models, loss estimation tools and
fraud identification applications are the primary solutions that
allow customers to understand their risk exposures and
proactively manage them. Over each of the five years ended
December 31, 2009, we have retained approximately 98% of
our customers across all of our businesses, which we believe
reflects our customers’ recognition of the value they
derive from our solutions. |
| --- | --- |
| • | Extensive and Differentiated Data Assets and Analytic
Methods. We maintain what we believe are some
of the largest, most accurate, and most complete databases in
the markets we serve. Much of the information we provide is not
available from any other source and would be difficult and
costly for another party to replicate. As a result, our
accumulated experience and years of significant investment have
given us a competitive advantage in serving our customers. |
| • | Culture of Continuous Improvement. Our
intellectual capital and focus on continuous improvement have
allowed us to develop proprietary algorithms and solutions that
assist our customers in making informed risk decisions. Our team
includes approximately 800 individuals with advanced degrees,
certifications and professional designations in such fields as
actuarial science, data management, mathematics, statistics,
economics, soil mechanics, meteorology and various engineering
disciplines. Our compensation and benefit plans are pay-for-performance- oriented, including incentive compensation plans and substantial
equity participation by employees. As of June 30, 2010, our
employees owned approximately 20% of the company. |
| • | Attractive Operating Model. We believe
we have an attractive operating model due to the recurring
nature of our revenues, the scalability of our solutions and the
low capital intensity of our business. |

Our Growth Strategy

Over the past five years, we have grown our revenues at a CAGR of 12.3% through the successful execution of our business plan. These results reflect strong organic revenue growth, new product development and selected acquisitions. We have made, and continue to make, investments in people, data sets, analytic solutions, technology, and complementary businesses. The key components of our strategy include:

| • | Increase Sales to Insurance
Customers. We expect to expand the
application of our solutions in insurance customers’
internal risk and underwriting processes. Building on our deep
knowledge of, and embedded position in, the insurance industry,
we expect to sell more solutions to existing customers tailored
to individual insurance segments. By increasing the breadth and
relevance of our offerings, we believe we can strengthen our
relationships with customers and increase our value to their
decision making in critical ways. |
| --- | --- |
| • | Develop New, Proprietary Data Sets and Predictive
Analytics. We work with our customers to
understand their evolving needs. We plan to create new solutions
by enriching our mix of proprietary data sets, analytic
solutions and effective decision support across the markets we |

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serve. We constantly seek to add new data sets that can further leverage our analytic methods, technology platforms and intellectual capital.

| • | Leverage Our Intellectual Capital to Expand into Adjacent
Markets and New Customer Sectors. Our
organization is built on nearly four decades of intellectual
property in risk management. We believe we can continue to
profitably expand the use of our intellectual capital and apply
our analytic methods in new markets, where significant
opportunities for long-term growth exist. We also continue to
pursue growth through targeted international expansion. We have
already demonstrated the effectiveness of this strategy with our
expansion into healthcare and non-insurance financial services. |
| --- | --- |
| • | Pursue Strategic Acquisitions that Complement Our
Leadership Positions. We will continue to
expand our data and analytics capabilities across industries.
While we expect this will occur primarily through organic
growth, we have and will continue to acquire assets and
businesses that strengthen our value proposition to customers.
We have developed an internal capability to source, evaluate and
integrate acquisitions that have created value for shareholders.
As of June 30, 2010, we have acquired 16 businesses in the
past five and a half years. |

Risk Factors

Investing in our common stock involves substantial risk. Please read “Risk Factors” beginning on page 16 of our annual report on Form 10-K for the year ended December 31, 2009 incorporated by reference herein for a discussion of certain factors you should consider in evaluating an investment in our common stock.

Corporate Information

Our principal executive offices are located at 545 Washington Boulevard, Jersey City, New Jersey, 07310-1686 and our telephone number is (201) 469-2000.

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THE OFFERING

Class A common stock offered by the selling stockholders	19,030,515 shares
Class A common stock outstanding after the offering	142,245,651 shares (145,032,036 shares if the
underwriters exercise their over-allotment option in full)
Over-allotment option	2,854,577 shares of Class A common stock from the
selling stockholders (which includes 68,192 Class A shares
already outstanding)
Class B common stock outstanding after the offering	30,170,229 shares (27,655,070 shares if the
underwriters exercise their over-allotment option in full)
Direct purchases	Concurrently with the closing of this offering, we will
repurchase 7,300,000 shares of our common stock directly
from those selling stockholders that currently own Class B
shares at a price per share equal to the net proceeds per share
the selling stockholders receive in this offering.
Sale and transfer restrictions on Class B common stock	The Class B (Series 1) common stock is not
transferable until April 6, 2011 and the Class B
(Series 2) common stock is not transferable until
October 6, 2011.
	These transfer restrictions are subject to limited exceptions,
including underwritten offerings approved by our Board of
Directors and transfers to other holders of Class B common
stock. See “Description of Capital Stock — Common
Stock — Transfer Restrictions.”
Conversion of Class B common stock	After termination of the restrictions on transfer described
above for each series of Class B common stock, such series
of Class B common stock will be automatically converted
into Class A common stock. No later than October 6,
2011, there will be no outstanding shares of Class B common
stock.
	In the event that Class B common stock is transferred and
converts into Class A common stock, it will have the effect
of diluting the voting power of our existing holders of
Class A common stock. See “Description of Capital
Stock — Common Stock — Conversion.”
Use of proceeds	The Company will not receive any proceeds from the sale of
common stock in the offering.
Dividend policy	We currently do not intend to pay dividends on our Class A
common stock or Class B common stock.
Voting rights	The holders of Class A common stock and Class B common
stock generally have identical voting rights, except that only
holders of Class A common stock are entitled to vote on the
election of Class A directors and only holders of
Class B common stock are entitled to vote on the election
of Class B directors. Until the earlier of
(a) October 6, 2011 or (b) the date on which
there are no shares of Class B common stock issued and
outstanding, the

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| | amendment of certain of the provisions in our amended and
restated certificate of incorporation will require the
affirmative vote of at least two-thirds of the votes cast
thereon by the outstanding shares of each of the Class A
common stock and the Class B common stock, voting
separately as a class. See “Description of Capital
Stock — Common Stock.” The holders of our
Class B common stock have the right to elect up to three
out of twelve of our directors and their interests in our
business may be different than yours. |
| --- | --- |
| Stock symbol | “VRSK” |

Unless the context requires otherwise, the number of shares of our Class A common stock to be outstanding after this offering is based on 123,549,756 shares outstanding as of September 17, 2010. The number of shares of our Class A common stock to be outstanding after this offering does not take into account, unless the context otherwise requires:

| • | shares of Class A common stock issuable upon the exercise
of outstanding stock options at a weighted average exercise
price of $13.13 per share; and |
| --- | --- |
| • | an aggregate of 8,683,159 shares of Class A common
stock that will be reserved for future issuances under our 2009
Equity Incentive Plan. |

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made or incorporated by reference statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and in other sections of this prospectus or the documents incorporated by reference herein that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” You should specifically consider the numerous risks outlined under “Risk Factors.”

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

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USE OF PROCEEDS

The selling stockholders are selling all of the shares of common stock in this offering and we will not receive any proceeds from the sale of the shares.

MARKET PRICE AND DIVIDENDS ON COMMON STOCK

Our Class A common stock is listed on the NASDAQ Global Select Market under the symbol “VRSK.”

The following table shows the quarterly range of the high and low per share closing sales prices for our common stock as reported by the NASDAQ Global Select Market.

Year Ending December 31, 2009	High	Low
Fourth Quarter (beginning October 7, 2009)	$ 31.00	$ 26.25

Year Ending December 31, 2010	High	Low
First Quarter	$ 30.44	$ 27.24
Second Quarter	$ 30.93	$ 27.65
Third Quarter (through September 27, 2010)	$ 30.20	$ 27.54

As of September 17, 2010, there were approximately 17 Class A and 56 Class B stockholders of record. We believe the number of beneficial owners is substantially greater than the number of record holders, because a large portion of Class A common stock is held in “street name” by brokers.

Our board of directors does not anticipate authorizing the payment of cash dividends on our Class A common stock or Class B common stock in the foreseeable future. Any determination to pay dividends to holders of our Class A common stock or Class B common stock in the future will be at the discretion of our board of directors and will depend on many factors, including our financial condition, results of operations, general business conditions, contractual restrictions, capital requirements, business prospects, restrictions on the payment of dividends under Delaware Law, and any other factors our board of directors deems relevant.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2010 and as adjusted for this offering, the direct purchase of approximately $192.5 million of shares by the Company from certain selling stockholders and new borrowings of $160.0 million in connection with the direct purchases, and assumes no exercise of the underwriters’ over-allotment option. The as adjusted numbers in the table do not give effect to any share repurchases, stock option exercises or option grants that occurred subsequent to June 30, 2010. The table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the unaudited condensed consolidated interim financial statements, and the consolidated financial statements and notes thereto incorporated by reference in this prospectus:

	As of June 30, 2010 — Actual	As Adjusted
	(In thousands,
	except share numbers)
Total debt(1)	$ 530,702	$	690,702
Stockholders’ equity/(deficit)
Verisk Class A common stock, $.001 par value;
1,200,000,000 shares authorized; 127,658,986 shares
issued actual and 125,485,880 shares outstanding actual;
146,354,881 shares issued as adjusted and
144,181,775 shares outstanding as adjusted(2)(3)	32		37
Verisk Class B (Series 1) common stock,
$.001 par value; 400,000,000 shares authorized;
205,637,925 shares issued actual and 27,118,975 shares
outstanding actual; 198,529,959 shares issued as adjusted
and 12,756,602 shares outstanding as adjusted(3)	50		49
Verisk Class B (Series 2) common stock,
$.001 par value; 400,000,000 shares authorized;
205,637,925 shares issued actual and 27,118,975 shares
outstanding actual; 195,978,170 shares issued as adjusted
and 17,413,627 shares outstanding as adjusted(3)	50		48
Unearned KSOP contributions	(1,167	)	(1,167	)
Additional paid-in capital	690,635		698,753
Treasury stock, at cost, 359,211,006 shares actual; 366,511,006
shares as adjusted	(748,895	)	(941,355	)
Retained earnings	165,054		165,054
Accumulated other comprehensive loss	(52,184	)	(52,184	)
Total stockholders’ equity/(deficit)	53,575		(130,765	)
Total capitalization	$ 584,277	$	559,937

| (1) | The amount of total debt as adjusted reflects
$160.0 million of borrowing under our revolving credit
facility, which will be used to fund the repurchases of common
stock that will occur concurrently with this offering. |
| --- | --- |
| (2) | The number of shares of Class A common stock outstanding as
adjusted includes 1,928,174 shares issued upon the exercise of
options and sold in this offering. If the underwriters exercise
their over-allotment option in full, the number of shares of
Class A common stock outstanding as adjusted would increase
by 271,226 shares. |
| (3) | The as adjusted cumulative par value for the classes of stock is
determined based on the conversion of 7,107,966 shares of the
Series 1 and 9,659,755 shares of Series 2
Class B common stock to be converted in connection with
their sale pursuant to this offering. If the underwriters
exercise their over-allotment option in full, the conversion of
Series 1 and Series 2 Class B common stock
outstanding would increase by 201,997 and 2,313,162 shares,
respectively. |

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected historical financial data should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto incorporated by reference in this prospectus. The consolidated statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 are derived from the audited consolidated financial statements incorporated by reference in this prospectus. The consolidated statement of operations data for the year ended December 31, 2006 and the consolidated balance sheet data as of December 31, 2007 are derived from audited consolidated financial statements that are not included or incorporated by reference in this prospectus. The consolidated statement of operations data for the year ended December 31, 2005 and the consolidated balance sheet data as of December 31, 2005 and 2006 are derived from unaudited consolidated financial statements that are not included or incorporated by reference in this prospectus. The condensed consolidated statement of operations data for the six-month periods ended June 30, 2009 and 2010 and the condensed consolidated balance sheet data as of June 30, 2010 are derived from unaudited condensed financial statements that are incorporated by reference in this prospectus. The condensed consolidated balance sheet data as of June 30, 2009 is derived from unaudited condensed financial statements that are not included or incorporated by reference in this prospectus. The unaudited condensed consolidated financial statements, in our opinion, have been prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our results of operations and financial position. Results for the six-month period ended June 30, 2010 are not necessarily indicative of results that may be expected for the fiscal year ended December 31, 2010 or any other future period.

From January 1, 2005 to June 30, 2010 we have acquired 16 businesses, which may affect the comparability of our financial statements.

	Year Ended December 31,									June 30,
	2005	2006		2007		2008		2009		2009		2010
	(In thousands, except for share and per share data)
Statement of income data:
Revenues:
Risk Assessment revenues	$ 448,875	$	472,634	$	485,160	$	504,391	$	523,976	$	262,873	$	268,867
Decision Analytics revenues	196,785		257,499		317,035		389,159		503,128		240,794		288,964
Revenues	645,660		730,133		802,195		893,550		1,027,104		503,667		557,831
Expenses:
Cost of revenues	294,911		331,804		357,191		386,897		491,294		220,501		229,993
Selling, general and administrative	88,723		100,124		107,576		131,239		162,604		72,225		80,152
Depreciation and amortization of fixed assets	22,024		28,007		31,745		35,317		38,578		18,913		19,873
Amortization of intangible assets	19,800		26,854		33,916		29,555		32,621		16,974		14,324
Total expenses	425,458		486,789		530,428		583,008		725,097		328,613		344,342
Operating income	220,202		243,344		271,767		310,542		302,007		175,054		213,489
Other income/(expense):
Investment income	2,905		6,476		8,451		2,184		195		92		124
Realized gains/(losses) on securities, net	27		(375	)	857		(2,511	)	(2,332	)	(365	)	61
Interest expense	(10,465	)	(16,668	)	(22,928	)	(31,316	)	(35,265	)	(16,677	)	(16,911	)
Total other expense, net	(7,533	)	(10,567	)	(13,620	)	(31,643	)	(37,402	)	(16,950	)	(16,726	)
Income from continuing operations before income taxes	212,669		232,777		258,147		278,899		264,605		158,104		196,763
Provision for income taxes	(85,722	)	(91,992	)	(103,184	)	(120,671	)	(137,991	)	(67,250	)	(82,984	)
Income from continuing operations	126,947		140,785		154,963		158,228		126,614		90,854		113,779
Loss from discontinued operations, net of tax(1)	(2,574	)	(1,805	)	(4,589	)	—		—		—		—
Net income	$ 124,373	$	138,980	$	150,374	$	158,228	$	126,614	$	90,854	$	113,779
Basic net income/(loss) per share(2):
Income from continuing operations	$ 0.60	$	0.68	$	0.77	$	0.87	$	0.72	$	0.52	$	0.63
Loss from discontinued operations	(0.02	)	(0.01	)	(0.02	)	—		—		—		—
Basic net income per share	$ 0.58	$	0.67	$	0.75	$	0.87	$	0.72	$	0.52	$	0.63

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									Six Months Ended
	Year Ended December 31,								June 30,
	2005	2006		2007		2008		2009	2009	2010
	(In thousands, except for share and per share data)
Diluted net income/(loss) per share(2):
Income from continuing operations	$ 0.57	$	0.65	$	0.74	$	0.83	$ 0.70	$ 0.50	$ 0.60
Loss from discontinued operations	(0.01	)	(0.01	)	(0.02	)	—	—	—	—
Diluted net income per share	$ 0.56	$	0.64	$	0.72	$	0.83	$ 0.70	$ 0.50	$ 0.60
Weighted average shares outstanding(2):
Basic	212,949,450		206,548,100		200,846,400		182,885,700	174,767,795	173,409,800	180,272,828
Diluted	223,105,450		215,143,350		209,257,550		190,231,700	182,165,661	180,204,300	189,498,324

The financial operating data below sets forth information we believe is useful for investors in evaluating our overall financial performance:

											Six Months Ended
	Year Ended December 31,										June 30,
	2005		2006		2007		2008		2009		2009		2010
	(In thousands)
Other data:
EBITDA(3):
Risk Assessment EBITDA	$ 195,951		$ 202,872		$ 212,780		$ 222,706		$ 210,928		$ 121,197		$ 131,694
Decision Analytics EBITDA	66,075		95,333		124,648		152,708		162,278		89,744		115,992
EBITDA	$ 262,026		$ 298,205		$ 337,428		$ 375,414		$ 373,206		$ 210,941		$ 247,686
Purchases of fixed assets	$ (24,019	)	$ (25,742	)	$ (32,941	)	$ (30,652	)	$ (38,694	)	$ (16,195	)	$ (15,570	)
Net cash provided by operating activities	$ 174,071		$ 223,499		$ 248,521		$ 247,906		$ 326,401		$ 184,529		$ 173,034
Net cash used in investing activities	$ (107,444	)	$ (243,452	)	$ (110,831	)	$ (130,466	)	$ (185,340	)	$ (152,683	)	$ (22,924	)
Net cash (used in)/provided by financing activities	$ (90,954	)	$ 75,907		$ (212,591	)	$ (107,376	)	$ (102,809	)	$ (19,157	)	$ (114,617	)

The following table is a reconciliation of income from continuing operations to EBITDA(3):

	Year Ended December 31, — 2005	2006		2007		2008		2009	Six Months Ended June 30, — 2009	2010
	(In thousands)
Income from continuing operations	$ 126,947	$	140,785	$	154,963	$	158,228	$ 126,614	$ 90,854	$ 113,779
Depreciation and amortization of fixed and intangible assets	41,824		54,861		65,661		64,872	71,199	35,887	34,197
Investment income and realized (gains)/losses on securities, net	(2,932	)	(6,101	)	(9,308	)	327	2,137	273	(185	)
Interest expense	10,465		16,668		22,928		31,316	35,265	16,677	16,911
Provision for income taxes	85,722		91,992		103,184		120,671	137,991	67,250	82,984
EBITDA	$ 262,026	$	298,205	$	337,428	$	375,414	$ 373,206	$ 210,941	$ 247,686

The following table sets forth our consolidated balance sheet data:

	As of December 31, — 2005		2006		2007		2008		2009		As of June 30, — 2009		2010
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents	$ 42,822		$ 99,152		$ 24,049		$ 33,185		$ 71,527		$ 45,962		$ 106,827
Total assets	$ 466,244		$ 739,282		$ 830,041		$ 928,877		$ 996,953		$ 1,009,335		$ 1,053,268
Total debt(4)	$ 276,964		$ 448,698		$ 438,330		$ 669,754		$ 594,169		$ 689,066		$ 530,702
Redeemable common stock(5)	$ 901,089		$ 1,125,933		$ 1,171,188		$ 749,539		$ —		$ 842,117		$ —
Stockholders’ (deficit)/equity	$ (940,843	)	$ (1,123,977	)	$ (1,203,348	)	$ (1,009,823	)	$ (34,949	)	$ (1,028,489	)	$ 53,575

(1) As of December 31, 2007, we discontinued operations of our claim consulting business located in New Hope, Pennsylvania and the United Kingdom. There was no impact of discontinued operations on the results of operations for the periods subsequent to December 31, 2007.

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| (2) | In conjunction with our initial public offering, the stock of
Insurance Services Office, Inc. converted to stock of Verisk
Analytics, Inc., which then effected a stock split of its common
stock. The numbers in the above table reflect this stock split. |
| --- | --- |
| (3) | EBITDA is the financial measure which management uses to
evaluate the performance of our segments. “EBITDA” is
defined as net income before loss from discontinued operations,
investment income and realized (gains)/losses on securities,
net, interest expense, provision for income taxes, and
depreciation and amortization of fixed and intangible assets. |
| | Although EBITDA is frequently used by securities analysts,
lenders and others in their evaluation of companies, EBITDA has
limitations as an analytical tool, and should not be considered
in isolation, or as a substitute for an analysis of our results
of operations or cash flow from operating activities reported
under U.S. GAAP. Management uses EBITDA in conjunction with
traditional GAAP operating performance measures as part of its
overall assessment of company performance. Some of these
limitations are: |
| | • EBITDA does not reflect our
cash expenditures, or future requirements for capital
expenditures or contractual commitments; |
| | • EBITDA does not reflect
changes in, or cash requirements for, our working capital needs. |
| (4) | Includes capital lease obligations. |
| (5) | Prior to our initial public offering, we were required to record
our Class A common stock and vested options at redemption
value at each balance sheet date as the redemption of these
securities was not solely within our control, due to our
contractual obligations to redeem these shares. We classify this
redemption value as redeemable common stock. Subsequent to our
initial public offering, we are no longer obligated to redeem
these shares. |

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our Class A common stock and Class B common stock as of September 17, 2010 by:

| • | each person whom we know to own beneficially more than 5% of our
common stock; |
| --- | --- |
| • | each of the directors and named executive officers individually; |
| • | all directors and executive officers as a group; and |
| • | each of the selling stockholders, which consist of the entities
and individuals shown as having shares listed in the column
“Number of Shares Being Offered.” |

In accordance with the rules of the Securities and Exchange Commission, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable within 60 days of September 17, 2010. Shares issuable pursuant to stock options are deemed outstanding for computing the percentage of the person holding such options but are not outstanding for computing the percentage of any other person. Unless otherwise indicated, the address for each listed stockholder is: c/o Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, New Jersey, 07310-1686. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their shares of common stock.

		Shares Beneficially			Shares Beneficially
		Owned Before			Owned After the
	Class of Our	the Offering		Number	Offering(2)
Name and Address of	Common		Percent	of Shares		Percent of
Beneficial Owner	Stock	Number	of Class	Being Offered(1)	Number	Class
Principal Stockholders:
Employee Stock Ownership Plan	Class A	22,499,521	18.2 %	—	22,499,521	15.8 %
Eton Park Fund, L.P.(3)	Class A	9,000,000	7.3 %	—	9,000,000	6.3 %
399 Park Avenue, 10th Floor New York, NY 10022
Morgan Stanley(4)	Class A	10,876,434	8.8 %	—	10,876,434	7.6 %
1585 Broadway New York, NY 10036
Neuberger Berman Group LLC(5)	Class A	8,230,346	6.7 %	—	8,230,346	5.8 %
605 3rd Avenue New York, NY 10158
OppenheimerFunds, Inc.(6)	Class A	6,504,863	5.3 %	—	6,504,863	4.6 %
2 World Financial Center 225 Liberty Street New York, NY 10281
American Financial Group, Inc.(7)	Class B	6,720,650	12.4 %	630,771	5,815,266	19.3 %
One East Forth Street Cincinnati, OH 45202
Berkshire Hathaway Inc.(8)	Class B	7,156,300	13.2 %	—	7,156,300	23.7 %
3555 Farnam Street Omaha, Nebraska 68131
Cincinnati Financial Corporation(9)	Class B	4,885,800	9.0 %	3,081,823	462,274	1.5 %
6200 South Gilmore Road Fairfield, OH 45014
Old Republic International Corporation(10)	Class B	4,255,900	7.8 %	—	4,255,900	14.1 %
307 N Michigan Avenue Chicago, IL 60601
The Travelers Companies, Inc.(11)	Class B	8,712,050	16.1 %	5,495,311	824,297	2.7 %
485 Lexington Avenue, 8th Floor New York, NY 10017-2630
W.R. Berkley Corporation	Class B	3,389,800	6.2 %	—	3,389,800	11.2 %
475 Steamboat Road Greenwich, CT 06830
Directors and Executive Officers:
Frank J. Coyne	Class A	7,221,538	5.6 %	1,166,957	6,054,581	4.1 %
Scott G. Stephenson	Class A	3,207,625	2.5 %	130,435	3,077,190	2.1 %
Mark V. Anquillare	Class A	1,176,250	*	130,435	1,045,815	*

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		Shares Beneficially			Shares Beneficially
		Owned Before			Owned After the
	Class of Our	the Offering		Number	Offering(2)
Name and Address of	Common		Percent	of Shares		Percent of
Beneficial Owner	Stock	Number	of Class	Being Offered(1)	Number	Class
Kenneth E. Thompson	Class A	435,000	*	-	435,000	*
Carole J. Banfield	Class A	723,050	*	152,454	570,596	*
Vincent M. Cialdella	Class A	632,250	*	113,043	519,207	*
Kevin B. Thompson	Class A	660,000	*	130,435	529,565	*
Vincent de Paul McCarthy	Class A	18,750	*	-	18,750	*
Perry Rotella	Class A	12,500	*	-	12,500	*
J. Hyatt Brown	Class A	233,110	*	149,348	83,762	*
Glen A. Dell(12)	Class A	405,035	*	42,435	362,600	*
Christopher M. Foskett(13)	Class A	122,822	*	23,652	99,170	*
Constantine P. Iordanou	Class A	477,110	*	69,739	407,371	*
John F. Lehman, Jr.(14)	Class A	749,802	*	-	749,802	*
Samuel G. Liss	Class A	143,571	*	24,565	119,006	*
Andrew G. Mills	Class A	359,207	*	-	359,207	*
Thomas F. Motamed	Class A	34,772	*	-	34,772	*
Arthur J. Rothkopf(15)	Class A	443,944	*	86,957	356,987	*
David B. Wright	Class A	266,607	*	42,339	224,268	*
All 19 directors and executive officers as a group	Class A	17,322,943	12.6 %	2,262,794	15,060,149	9.8 %
Other Selling Stockholders:
Ally Financial Inc.(16)	Class B	2,363,150	4.4 %	894,364	1,079,415	3.6 %
300 Galleria Officentre Southfield, MI 48034
AmTrust Financial Services, Inc.(17)	Class B	12,800	*	8,074	1,211	*
59 Maiden Lane, 6th Floor New York, NY 10038
American European Group	Class B	50,000	*	6,308	40,946	*
444 Madison Avenue, Suite 501 New York, NY 10022
Antilles Insurance Company	Class B	219,250	*	69,149	119,997	*
500 de la Tanca Street San Juan, PR 00901
Arbella Mutual Insurance Company(18)	Class B	234,650	*	78,279	122,292	*
1100 Crown Colony Drive Quincy, MA 02169
Assurant, Inc.(19)	Class B	449,250	*	283,374	42,506	*
One Chase Manhattan Plaza, 41st Floor New York, NY 10005
Chrysler Insurance Company	Class B	1,440,950	2.7 %	908,910	136,337	*
27777 Inkster Road Farmington Hills, MI 48334
EMC Insurance Group Inc.(20)	Class B	2,418,400	4.5 %	1,525,457	228,819	*
717 Mulberry Street Des Moines, IA 50309
Federated Mutual Insurance Company	Class B	1,966,800	3.6 %	1,116,541	364,161	1.2 %
121 East Park Square Owatonna, MN 55060
The Harford Mutual Insurance Companies(21)	Class B	174,650	*	42,104	114,216	*
200 North Main Street Bel Air, MD 21014
The Hartford Steam Boiler Inspection and Insurance Company	Class B	558,600	1.0 %	352,349	52,852	*
One State Street Hartford, CT 06102
Hastings Mutual Insurance Company	Class B	214,700	*	33,857	166,103	*
404 E. Woodlawn Ave. Hastings, MI 49058

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		Shares Beneficially			Shares Beneficially
		Owned Before			Owned After the
	Class of Our	the Offering		Number	Offering(2)
Name and Address of	Common		Percent	of Shares		Percent of
Beneficial Owner	Stock	Number	of Class	Being Offered(1)	Number	Class
John Hancock Life Insurance Company (U.S.A.)	Class B	402,600	*	253,949	38,092	*
197 Clarendon Street
Boston, MA 02116
Lancer Insurance Company	Class B	621,150	1.1 %	391,803	58,771	*
370 W. Park Avenue Long Beach, NY 11561
Liberty Mutual Holding Company Inc.(22)	Class B	1,978,000	3.6 %	1,247,666	187,150	*
175 Berkeley Street Boston, MA, 02116
Providence Mutual Group	Class B	266,600	*	33,633	218,325	*
340 East Avenue Warwick, RI 02886
Unitrin, Inc.(23)	Class B	95,200	*	60,050	9,007	*
One East Wacker Drive, 9th Floor Chicago, IL 60601
Vermont Mutual Insurance Company	Class B	402,600	*	253,949	38,092	*
89 State Street Montpelier, VT 05601

*	Less than 1%.
(1)	Class B common stock sold in this offering will be
automatically converted into Class A common stock.
(2)	Assumes no exercise of the underwriters’ over-allotment
option. The underwriters have an option to purchase up to
2,854,577 additional shares of our common stock from the selling
stockholders on a pro rata basis to cover over-allotments. See
“Underwriting.” The number of shares beneficially
owned after the offering by each selling stockholder also
reflects the 7,300,000 shares the Company will repurchase
from those selling stockholders that currently own Class B
shares.
(3)	As of December 31, 2009, based on a Schedule 13G
Information Statement filed with the SEC on October 16,
2009 jointly by Eton Park Fund, L.P., Eton Park Master Fund,
Ltd., Eton Park Associates, L.P., Eton Park Capital Management,
L.P., and Eric M. Mindich. The Schedule 13G reports that
Mr. Mindich, as the managing member of Eton Park
Associates, LLC, may be deemed to have power to direct the vote
and disposition of shares of common stock held by the related
Eton Park entities with whom the filing is made.
(4)	As of December 31, 2009, based on a Schedule 13G
Information Statement filed with the SEC on February 18,
2010 jointly by Morgan Stanley and Morgan Stanley Investment
Management Inc. (MSIM). The Schedule 13G discloses that
MSIM, an investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E), is a wholly owned subsidiary of Morgan
Stanley. In addition, the Schedule 13G reported that Morgan
Stanley had sole voting power as to 10,575,164 shares of
our Class A common stock and sole dispositive power as to
10,876,434 shares of our Class A common stock.
(5)	As of December 31, 2009, based on a Schedule 13G
Information Statement filed with the SEC on February 16,
2010, jointly by Neuberger Berman Group LLC and Neuberger Berman
L.L.C. The Schedule 13G discloses that Neuberger Berman has
shared dispositive power over 8,230,346 shares of our
Class A common stock and shared voting power over
7,425,958 shares of our Class A common stock.
(6)	As of December 31, 2009, based on a Schedule 13G
Information Statement filed with the SEC on February 2,
2010. The Schedule 13G discloses that Oppenheimer Funds,
Inc. had shared voting power and shared dispositive power over
6,504,863 shares of our Class A common stock.
(7)	Includes shares owned and being offered by Great American
Insurance Company.
(8)	Includes shares owned by General Re Corporation and GEICO
Corporation.
(9)	Includes shares owned and being offered by Cincinnati Insurance
Company.
(10)	Includes shares owned by Bituminous Casualty Corporation.

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| (11) | Includes shares owned and being offered by United States
Fidelity and Guaranty Company. |
| --- | --- |
| (12) | Includes shares owned by the Barbara M. Dell GST Family Trust,
of which Mr. Dell is the trustee. Mr. Dell disclaims
beneficial ownership of any shares beneficially owned by the
trust except to the extent of his pecuniary interest therein. |
| (13) | Includes 3,050 deferred stock awards that entitle
Mr. Foskett to 3,050 shares of Class A common
stock at the end of his service to the board. |
| (14) | Includes shares owned by the Lehman Business Trust, of which
John F. Lehman, Jr. is the trustee. Mr. Lehman disclaims
beneficial ownership of any shares beneficially owned by the
trust except to the extent of his pecuniary interest therein.
Includes 5,570 deferred stock awards that entitle
Mr. Lehman to 5,570 shares of Class A common
stock at the end of his service to the board. |
| (15) | Includes shares owned and being offered by the Arthur J.
Rothkopf Revocable Trust, of which Mr. Rothkopf is one of
the trustees. Mr. Rothkopf disclaims beneficial ownership
of any shares beneficially owned by the trust except to the
extent of his pecuniary interest therein. |
| (16) | Includes shares owned and being offered by Motors Insurance
Corporation. |
| (17) | Includes shares owned and being offered by Technology Insurance
Company. |
| (18) | Includes shares owned and being offered by The Covenant Group
Inc. |
| (19) | Includes shares owned and being offered by American Bankers
Insurance Company of Florida. |
| (20) | Includes shares owned and being offered by EMC National Life
Company, EMC Property & Casualty Company, Employers
Mutual Casualty Company, and Union Insurance Company of
Providence. |
| (21) | Includes shares owned and being offered by Firstline National
Insurance Company and Harford Mutual Insurance Company. |
| (22) | Includes shares owned and being offered by The Ohio Casualty
Insurance Company. |
| (23) | Includes shares owned and being offered by Unitrin Preferred
Insurance Company. |

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 1,200,000,000 shares of Class A common stock, par value $0.001 per share, 800,000,000 shares of Class B common stock, par value $0.001 per share, sub-divided into the following two series of Class B common stock: (1) 400,000,000 shares of Class B (Series 1) common stock and (2) 400,000,000 shares of Class B (Series 2) common stock, and 80,000,000 shares of preferred stock, par value $0.001 per share.

The following descriptions are summaries of the material terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the descriptions are qualified by reference to those documents. Please refer to the more detailed provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, copies of which are filed with the Securities and Exchange Commission as exhibits to our registration statement and applicable law.

Common Stock

Voting Rights

Holders of our common stock have the sole right and power to vote on all matters on which a vote of stockholders is to be taken, except as provided by statute or resolution of our board of directors in connection with the issuance of preferred stock in accordance with our Amended and Restated Certificate of Incorporation. The holders of Class A common stock and Class B common stock generally have identical rights, except that only holders of Class A common stock are entitled to vote on the election of Class A directors and only holders of Class B common stock are entitled to vote on the election of Class B directors.

Until the earlier of (a) October 6, 2011 or (b) the date on which there are no shares of Class B common stock issued and outstanding, the amendment of certain of the provisions in our amended and restated certificate of incorporation will require the affirmative vote of at least two-thirds of the votes cast thereon by the outstanding shares of each of the Class A common stock and the Class B common stock, voting separately as a class. These provisions include certain of the limitations described below under “— Dividend Rights”, “— Liquidation Rights”, “— Transfer Restrictions”, “— Conversion”, “— Beneficial Ownership Limitations” and “Anti-Takeover Effects of Delaware Law—Staggered Boards.” From and after the earlier of the events described above, the amendment of the provisions described below under “— Beneficial Ownership Limitations” in our amended and restated certificate of incorporation will require the affirmative vote of at least two-thirds of the voting power of the outstanding shares of common stock.

Dividend Rights

Our Class A common stock and Class B common stock will share equally (on a per share basis) in any dividend declared by our board of directors, subject to any preferential or other rights of any outstanding preferred stock and to the distinction that any stock dividends will be paid in shares of Class A common stock to the holders of our Class A common stock and in shares of Class B common stock to the holders of our Class B common stock.

Liquidation Rights

Upon liquidation, dissolution or winding up, our Class A common stock and Class B common stock will be entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and payment of preferential and other amounts, if any, payable on any outstanding preferred stock.

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Transfer Restrictions

Shares of our Class B (Series 1) common stock are not transferable until April 6, 2011. Shares of our Class B (Series 2) common stock are not transferable until October 6, 2011. The above described limitations on transfer are, however, subject to the following exceptions:

•	any transfer to us by any person or entity;
•	any transfer of any shares of Class B common stock of
either series to any other holder of Class B common stock
or its affiliate;
•	any transfer of any shares of Class B common stock of any
applicable series to an affiliate of such holder; and
•	any transfer by a holder of Class B common stock to any
person that succeeds to all or substantially all of the assets
of such holder, whether by merger, consolidation, amalgamation,
sale of substantially all assets or other similar transactions.

Our board of directors may approve exceptions to the limitation on transfers of our Class B common stock in their sole discretion, in connection with the sale of such Class B common stock in a public offering registered with the Securities and Exchange Commission or in such other limited circumstances as our board of directors may determine. Any Class B common stock sold to the public will first be converted to Class A common stock.

Conversion

Our Class A common stock is not convertible into any other shares of our capital stock. On April 6, 2011, each share of Class B (Series 1) common stock shall convert automatically, without any action by the holder, into one share of Class A common stock. On October 6, 2011, each share of Class B (Series 2) common stock shall convert automatically, without any action by the holder, into one share of Class A common stock. The conversion rate applicable to any conversion of shares of our Class B common stock shall always be one-to-one (i.e., one share of Class B common stock will, upon transfer, be converted into one share of Class A common stock).

Once transferred and converted into Class A common stock, the Class B common stock shall not be reissued. No class of common stock may be subdivided or combined unless the other class of common stock concurrently is subdivided or combined in the same proportion and in the same manner.

No conversions of shares of Class B common stock will be effected prior to the expiration of the transfer restrictions described under “— Transfer Restrictions,” although our board of directors may make exceptions to such transfer restrictions, including in connection with a registered public offering of our Class A common stock, such as the transaction described in this prospectus.

Beneficial Ownership Limitations

Our amended and restated certificate of incorporation prohibits any insurance company from beneficially owning more than ten percent of the aggregate outstanding shares of our common stock. If any transfer is purportedly effected which, if effected, would result in a violation of this limitation, the intended transferee will acquire no rights in respect of the shares in excess of this limitation, and the purported transfer of such number of excess shares will be null and void. In this context an insurance company means any insurance company whose primary activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies or any other entity controlling, controlled by or under common ownership, management or control with such insurer or reinsurer.

Preferred Stock

The board of directors has the authority to issue the preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion

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rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. At present, we have no plans to issue any of the preferred stock.

Anti-Takeover Effects of Delaware Law

We are subject to the “business combination” provisions of Section 203 of the Delaware General Corporation Law. In general, such provisions prohibit a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless

| • | the transaction is approved by the board of directors prior to
the date the interested stockholder obtained such status; |
| --- | --- |
| • | upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the stockholder
owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced; or |
| • | on or subsequent to such date the business combination is
approved by the board of directors and authorized at an annual
or special meeting of stockholders by the affirmative vote of at
least
66 2 / 3 %
of the outstanding voting stock which is not owned by the
interested stockholder. |

A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Advance Notice of Proposals and Nominations

Our bylaws establish advance notice procedures with regard to stockholders’ proposals relating to the nomination of candidates for election as directors or other business to be brought before meetings of its stockholders. These procedures provide that notice of such stockholders’ proposals must be timely given in writing to our secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary date of the annual meeting for the preceding year. The notice must contain certain information specified in the bylaws.

Limits on Written Consents

Our amended and restated certificate of incorporation prohibits stockholder action by written consent.

Limits on Special Meetings

Our amended and restated certificate of incorporation and bylaws provide that special meetings of the stockholders may be called by our board of directors, the chairman of the board, the Chief Executive Officer, the President or our Secretary.

Staggered Boards

Our board of directors is divided into three classes serving staggered terms. The number of directors will be fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation. Until the earlier of (a) October 6, 2011, or (b) the date on which there are no shares of Class B

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common stock issued and outstanding, our board of directors will consist of between 11 and 13 directors, and will be comprised as follows:

•	between eight to ten Class A directors; and
•	three Class B directors.

Vacancies on our board of directors among the Class A directors will be filled by a majority of the remaining Class A directors and vacancies among the Class B directors will be filled by a majority of the remaining Class B directors.

From and after the earlier of the events described above, there will no longer be Class B directors, and each director will be elected for a three-year term by the holders of a plurality of the votes cast by the holders of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on the election of the directors.

Listing

Our Class A common stock is listed on the NASDAQ Global Select Market under the symbol “VRSK.”

Transfer Agent and Registrar

The Transfer Agent and Registrar for the Class A common stock is American Stock Transfer & Trust Company, LLC.

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UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and J.P. Morgan Securities LLC are acting as representatives of the underwriters named below. Under the terms and subject to the conditions described in an underwriting agreement among us, the selling stockholders and the underwriters, the selling stockholders have agreed to sell to the underwriters, and the underwriters severally have agreed to purchase from the selling stockholders, the number of shares indicated below.

	Number of
Underwriter	Shares
Merrill Lynch, Pierce, Fenner & Smith Incorporated	5,804,307
Morgan Stanley & Co. Incorporated	5,804,307
J.P. Morgan Securities LLC	3,996,408
Wells Fargo Securities, LLC	1,522,441
William Blair & Company, L.L.C.	475,763
Keefe, Bruyette & Woods, Inc.	475,763
RBS Securities Inc.	475,763
SunTrust Robinson Humphrey, Inc.	475,763
Total	19,030,515

The underwriters have agreed to purchase all of the shares of Class A common stock if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

The underwriters are offering the shares, subject to prior sale, when, as and if transferred to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions.

We expect to deliver the shares against payment therefor on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the third business day following the date of the pricing of the shares.

Indemnification

We and the selling stockholders have agreed to indemnify the underwriters against some liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make in respect of those liabilities to the extent set forth in the underwriting agreement.

Over-allotment Option

The selling stockholders have granted the underwriters options to purchase up to 2,854,577 additional shares of our Class A common stock, at the public offering price less the underwriting discount. Shares of Class B common stock will be automatically converted into Class A common stock to the extent the underwriters exercise these options. The underwriters may exercise these options for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise these options, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares from the selling stockholders proportionate to that underwriter’s initial amount reflected in the above table.

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Commissions and Discounts

The underwriters propose to offer the shares of Class A common stock to the public at the public offering price on the cover page of this prospectus and to dealers at that price less a concession not in excess of $0.53 per share. After the public offering, the public offering price, concession and discount may be changed.

The following table shows the per share public offering price, underwriting discount and proceeds before expenses to the selling stockholders. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

	Per Share	Without Option	With Option
Public offering price	$ 27.2500	$ 518,581,533.75	$ 596,368,757.00
Underwriting discount	$ 0.8856	$ 16,853,424.08	$ 19,381,437.48
Proceeds, before expenses, to the selling stockholders	$ 26.3644	$ 501,728,109.67	$ 576,987,319.52

Our expenses related to the offering, not including the underwriting discount, are estimated to be approximately $734,000. The underwriters have agreed to reimburse us for up to $500,000 of these expenses.

Lock-up Agreements

We, the selling stockholders, our officers and our directors have agreed, subject to certain exceptions, not to sell, transfer or otherwise dispose of or hedge any shares of Class A common stock or securities convertible or exchangeable into our Class A common stock for at least 90 days after the date of this prospectus without first obtaining the written consent of the representatives. We have also agreed not to waive the provision of our certificate of incorporation relating to restrictions on transfer for a period of 90 days from the date of this prospectus.

Notwithstanding the foregoing, if the 90th day after the date of this prospectus occurs within 17 days following an earnings release by us or the occurrence of material news or a material event related to us, or if we intend to issue an earnings release within 16 days following the 90th day, the 90-day period will be extended to the 18th day following such earnings release or the occurrence of the material news or material event, unless such extension is waived by the representatives.

These lock-up agreements also apply to Class A common stock or securities convertible or exchangeable into our Class A common stock or securities convertible or exchangeable into our Class A common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

Listing on NASDAQ

Our Class A common stock is listed for trading on the NASDAQ Global Select Market under the symbol “VRSK.” On September 27, 2010, the last sale price of the shares as reported on the NASDAQ Global Select Market was $27.54 per share.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, Securities and Exchange Commission rules may limit the ability of the underwriters and selling group members from bidding for and purchasing our Class A common stock. However, the representatives may engage in transactions that stabilize the price of our Class A common stock, such as bids or purchases to peg, fix or maintain that price.

If the underwriters create a short position in the Class A common stock in connection with the offering, i.e., if they sell more shares than are listed on the cover of this prospectus, the representatives may elect to reduce any short position by purchasing shares in the open market. The representatives may also elect to reduce any short position by exercising all or part of the over-allotment option described above. The

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underwriters may sell more shares than could be covered by exercising all of the over-allotment option, in which case they would have to cover these sales through open market purchases. Purchases of the Class A common stock to stabilize its price or to reduce a short position may cause the price of the Class A common stock to be higher than it might be in the absence of such purchases.

The representatives may also impose a penalty bid on underwriters and selling group members. This means that if the representatives purchase our Class A common stock in the open market to reduce the underwriters’ short position or to stabilize the price of such Class A common stock, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares. The imposition of a penalty bid may also affect the price of the shares in that it discourages resales of shares.

Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Class A common stock. In addition, neither we nor any of the underwriters makes any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Prospectus Delivery

In connection with this offering, this prospectus in electronic format may be made available on the internet sites or through other online services maintained by one or more of the underwriters participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online. Depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made on the same basis as other allocations.

Other than this prospectus in electronic format, the information concerning any underwriter’s web site and any information contained in any other web site maintained by an underwriter is not intended to be part of this prospectus or the registration statement, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter. Investors should not rely on such information.

Other Relationships

Each of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us. They have received, and they will in the future receive, customary fees and commissions for these transactions. Certain affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, RBS Securities Inc. and SunTrust Robinson Humphrey, Inc. are lenders under our $575.0 million revolving credit facility.

Notice to Prospective Investors in the EEA

In relation to each Member State of the European Economic Area which has implemented the prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

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(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall result in a requirement for the publication by the Company or any Manager of a prospectus pursuant to Article 3 of the Prospectus Directive.

Any person making or intending to make any offer of securities within the EEA should only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of securities through any financial intermediary, other than offers made by the underwriters which constitute the final offering of securities contemplated in this prospectus.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any securities under, the offer of securities contemplated by this prospectus will be deemed to have represented, warranted and agreed to and with us and each underwriter that:

(A) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(B) in the case of any securities acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the securities acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” (as defined in the Prospectus Directive), or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or (ii) where securities have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those securities to it is not treated under the Prospectus Directive as having been made to such persons.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

This document as well as any other material relating to the securities which are the subject of the offering contemplated by this prospectus does not constitute an issue prospectus pursuant to Articles 652a and/or 1156 of the Swiss Code of Obligations. The shares will not be listed on the SIX Swiss Exchange and, therefore, the documents relating to the shares, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange. The shares are being offered in Switzerland by way of a private placement, i.e. to a small number of selected investors only, without any public offer and only to investors who do not purchase the shares with the intention to distribute them to the

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public. The investors will be individually approached by the Company from time to time. This document as well as any other material relating to the shares is personal and confidential and does not constitute an offer to any other person. This document may only be used by those investors to whom it has been handed out in connection with the offering described herein and may neither directly nor indirectly be distributed or made available to other persons without express consent of the Company. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.

Notice to Prospective Investors in the Dubai International Financial Centre

This document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

VALIDITY OF COMMON STOCK

The validity of the issuance of the shares of common stock offered hereby will be passed upon for the Company by Davis Polk & Wardwell LLP, New York, New York. Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, is representing the underwriters.

EXPERTS

The consolidated financial statements and the related financial statement schedule, incorporated by reference in this Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference herein (which report expresses an unqualified opinion and includes explanatory paragraphs regarding the Company’s completion of its corporate reorganization and initial public offering in October 2009, and the Company’s adoption of the new accounting standard for the Accounting for Uncertainty in Income Taxes , effective January 1, 2007). Such financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement that we filed with the SEC. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules of the SEC allow us to omit from this prospectus some of the information included in the registration statement. This information may be read and copied at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of these public reference facilities. The SEC maintains an Internet site, http://www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that are subject to the SEC’s reporting requirements.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. These reports and other information are available as provided above.

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INFORMATION INCORPORATED BY REFERENCE

The rules of the SEC allow us to incorporate by reference information into this prospectus. The information incorporated by reference is considered to be a part of this prospectus. This prospectus incorporates by reference the documents listed below:

•	our annual report on Form 10-K for the year ended December 31, 2009;
•	our quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2010 and
June 30, 2010;
•	our Definitive Proxy Statement filed on April 28,
2010; and
•	our Current Reports on Form 8-K filed on June 18, 2010, September 13, 2010,
September 16, 2010 and September 23, 2010.

Any statement made in this prospectus or in a document incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You can obtain any of the filings incorporated by reference in this prospectus through us or from the SEC through the SEC’s Internet site at http://www.sec.gov. We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this prospectus. You should direct requests for those documents to Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, NJ 07310-1686, Attention: Investor Relations (telephone: (201) 469-2138). The incorporated materials may also be found on the Investor Relations portion of our website at investor.verisk.com. Our website and the information contained in it or connected to it shall not be deemed to be incorporated into this prospectus or the registration statement.

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