-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BzvauwP0FejEiycJNfTutbSOM01SAi+fMGv20olV/txw7Rn7egAHXw9aH7sVBWaR lKDejids8N79m9NFVazToA== 0001047469-05-007072.txt : 20060908 0001047469-05-007072.hdr.sgml : 20060908 20050318172500 ACCESSION NUMBER: 0001047469-05-007072 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20050318 DATE AS OF CHANGE: 20051117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IHS Inc. CENTRAL INDEX KEY: 0001316360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 133769440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-122565 FILM NUMBER: 05692541 BUSINESS ADDRESS: STREET 1: 15 INVERNESS WAY EAST CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 303-790-0600 MAIL ADDRESS: STREET 1: 15 INVERNESS WAY EAST CITY: ENGLEWOOD STATE: CO ZIP: 80112 S-1/A 1 a2151466zs-1a.htm S-1/A
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As filed with the Securities and Exchange Commission on March 18, 2005

Registration No. 333-122565

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT
NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IHS INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

7370
(Primary Standard Industrial
Classification Code Number)

13-3769440
(I.R.S. Employer
Identification Number)

15 Inverness Way East
Englewood, CO 80112
(303) 790-0600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

STEPHEN GREEN
Senior Vice President and General Counsel
IHS Inc.
15 Inverness Way East
Englewood, CO 80112
(303) 790-0600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

*Copies to:*
RICHARD J. SANDLER LUCIANA FATO Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000		ROBERT S. RISOLEO Sullivan & Cromwell LLP 1701 Pennsylvania Avenue, N.W. Washington, D.C. 20006 (202) 956-7500

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Title of Each Class of Securities To Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee


Class A common stock, par value $0.01 per share	$350,000,000	$41,195(3)

Series A junior participating preferred stock purchase rights(4)	—	—

(1): Includes shares issuable upon exercise of the underwriters' option to purchase additional shares of Class A common stock.
(2): Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(3): Previously paid.
(4): Each share of Class A common stock includes one series A junior participating preferred stock purchase right pursuant to a Rights Agreement to be entered into between the Registrant and the rights agent. The series A junior participating preferred stock purchase rights will initially trade together with the Class A common stock. The value attributable to the series A junior participating preferred stock purchase rights, if any, is reflected in the offering price of the Class A common stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated March 18, 2005.

IHS Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of IHS Inc.

IHS is offering of the shares to be sold in the offering. Urvanos Investments Limited and Urpasis Investments Limited, the selling stockholders, are offering an additional shares. IHS will not receive any of the proceeds from the sale of the shares by the selling stockholders.

Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . IHS intends to list the Class A common stock on the New York Stock Exchange under the symbol "IHS."

IHS has two classes of common stock outstanding, Class A common stock and Class B common stock. The rights of the Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock at any time at the option of the holder or automatically upon the earlier of the occurrence of specified events or four years from the date of this offering. After the offering, Urvanos Investments Limited will hold all of the Class B common stock and the selling stockholders together will hold approximately % of the voting power of IHS's outstanding capital stock (which represents approximately % of the overall economic interest).

See "Risk Factors" beginning on page to read about factors you should consider before buying shares of the Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to IHS	$	$
Proceeds, before expenses, to the selling stockholders	$	$

To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an additional shares from the selling stockholders at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2005.

Goldman, Sachs & Co.		Citigroup
Morgan Stanley
UBS Investment Bank
KeyBanc Capital Markets
Piper Jaffray

Prospectus dated , 2005.

[Artwork to come]

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and provides an overview of the material aspects of this offering. This summary does not contain all of the information you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, especially the risks of investing in our Class A common stock discussed under "Risk Factors" beginning on page . Except as otherwise noted, we present all financial and operating data on a fiscal year and fiscal quarter basis. Our fiscal years end on November 30 of each year.

Our Company

We are one of the leading global providers of critical technical information, decision-support tools, and related services to customers in the energy, defense, aerospace, construction, electronics, and automotive industries. We have developed a comprehensive collection of technical information that is highly relevant to the industries we serve. Our decision-support tools enable our customers to quickly and easily search and analyze this information and integrate it into their work flows. Our operational, research, and strategic advisory services combine this information and these tools with our extensive industry expertise to meet the needs of our customers. Our customers rely on these offerings to facilitate decision making, support key processes, and improve productivity.

Our customers range from governments and large multinational corporations (including approximately one quarter of the Fortune 500 companies) to smaller companies and technical professionals in more than 100 countries. We sell our offerings primarily through subscriptions and have historically experienced high renewal rates. As a result of our subscription-based business model and historically high renewal rates, we generate recurring revenue and cash flow. In 2004, we generated revenue of $395 million, net income of $61 million, and operating cash flows of $67 million.

IHS has been in business for more than 45 years and employs more than 2,300 people around the world.

We manage our business through our Energy and Engineering operating segments:

•: Our Energy segment develops and delivers critical oil and gas industry data on exploration, development, production, and transportation activities to major global energy producers and oil companies. We also provide decision-support tools and operational, research, and strategic advisory services to these customers, as well as to utilities and transportation, petrochemical, coal, and power companies. For example, major global oil companies use our offerings to support a broad range of decision-making processes that identify attractive exploration investments, assess the likelihood of successful oil production projects, and develop detailed planning scenarios. In 2004, our Energy segment generated revenue of $186 million.
•: Our Engineering segment provides solutions incorporating technical specifications and standards, regulations, parts data, design guides, and other information to customers in its targeted industries. We serve some of the largest engineering-intensive companies around the world in the defense, aerospace, construction, electronics, and automotive industries. For example, we provide one of the world's largest aerospace companies with desktop access to industry specifications and standards; parts, logistics, and procurement data; engineering methods; and related analytical tools. In 2004, our Engineering segment generated revenue of $208 million.

Our Competitive Strengths

We believe we are a leader in the markets we serve as a result of the following competitive strengths.

Comprehensive collection of critical information. We have developed a comprehensive collection of current and historical technical information that is highly relevant to the industries we serve. We believe that this collection would be very difficult to replicate because it has been developed and maintained over several decades. We gather the information primarily through longstanding relationships with thousands of public and private sources and combine it with our proprietary content, our extensive industry insight, and our analysis to create what we believe is the largest collection of this type of information in the world.

Deep expertise. We develop and utilize sophisticated processes and technologies for gathering, updating, indexing, and delivering our critical information. Our hundreds of information services experts analyze, integrate, and maintain this information. We also employ specialized professionals with extensive experience in our target industries to better understand the needs of our customers and to design tools and related services that address their needs.

Trusted business partner. The combination of our critical information and industry expertise has resulted in our becoming a longstanding and trusted business partner, providing accurate and timely technical information to our customers. Many of our customers rely on us as a single-source provider of this information that, together with our decision-support tools and related services, supports their key operations and processes, facilitates strategy and decision making, and drives growth and productivity.

Diversified and global customer base. We serve some of the world's largest corporations across multiple industries in more than 100 countries, as well as governments and other organizations. We generated approximately 50% of our total revenue outside the United States in 2004. In addition, in 2004 our largest customer generated less than 4% of our total revenue. We believe that our diversified and global customer base reduces the impact on our operating results of industry downturns and localized economic conditions.

Subscription-based model with high renewal rates. We sell our offerings primarily through subscriptions. As a result of this model and our historically high renewal rates, we generate recurring revenue and cash flows. We believe that our high renewal rates demonstrate that our customers rely on us for high-quality solutions that they consider critical to their business.

Experienced management team. Our management team includes information services veterans and experienced industry executives. We benefit from their thorough understanding of the information services business, deep knowledge of our target industries, and extensive relationships with content providers and existing and potential customers.

Our Growth Strategy

We intend to build on our position as one of the leading providers of critical technical information, decision-support tools and related services to customers in the industries we target by executing the following strategies.

Enhance our critical information. We will continue to augment our comprehensive collection of critical information by enhancing our data aggregation tools and processes and by further strengthening our relationships and alliances with content providers. We also plan to continue to selectively acquire databases and information services organizations in our target industries.

Further embed our offerings in customer processes. We intend to continue to work closely with our customers to more deeply embed our offerings into their workflows and business processes. We believe we can achieve this by developing new tools and services and by selectively acquiring complementary technologies and businesses that enhance our offerings. We intend to use these enhanced offerings to appeal to new customers and further penetrate our existing global customer base.

Further penetrate targeted industries. We believe we have a unique ability to develop decision- support tools and related services based on our critical information in the industries we target. We intend to further penetrate selected information-intensive industries where we already have significant presence, such as defense, aerospace, construction, and electronics, through internal growth and selective acquisitions.

Expand geographic reach. We are expanding our sales and marketing efforts in emerging markets, particularly in Asia. China, Russia and India represent significant opportunities for us as the information-intensive industries we serve have grown rapidly in these countries over the past few years. We intend to broaden our reach in these markets by tailoring our offerings with specialized local content and deploying knowledgeable sales representatives and dealers.

Ownership Structure

Voting and investment decisions with respect to the shares of our company have historically been made by TBG Holdings NV (TBG), a Netherlands-Antilles company that is the indirect sole owner of the selling stockholders, Urpasis Investments Limited and Urvanos Investments Limited. The selling stockholders are Cyprus limited liability companies. TBG is wholly-owned indirectly by The Thyssen-Bornemisza Continuity Trust (Trust), a Bermuda trust, which is controlled by a Bermudan trustee, Thybo Trustees Limited, and another oversight entity, Tornabuoni Limited, which is a Guernsey company. The following diagram summarizes our ownership structure following the offering:

(1): TBG is indirectly wholly-owned by the Trust through a Bermuda corporation.
(2): The selling stockholders are indirectly wholly-owned by TBG through a Netherlands corporation.
(3): After the offering, Urvanos Investments Limited will hold shares of our Class A common stock and shares of our Class B common stock, representing approximately % of the voting power of the outstanding common stock in the aggregate.
(4): After the offering, Urpasis Investments Limited will hold shares of our Class A common stock, representing approximately % of the voting power of the outstanding common stock.

In November 2004, TBG completed a reorganization, which resulted in our current ownership structure. Prior to these transactions, all of our common stock was owned by Holland America Investment Corporation (HAIC U.S.), an indirect wholly-owned subsidiary of TBG. In the reorganization, HAIC U.S. contributed substantially all of its assets to us in exchange for our new common stock and subsequently liquidated and distributed this common stock to the selling stockholders. In connection with these transactions and in contemplation of this offering, our capitalization was changed to authorize 80,000,000 shares of Class A common stock, 13,750,000 shares of Class B common stock and 1,000 shares of Class C common stock. See Note 19 to our consolidated financial statements. The Class C common stock will no longer be authorized after this offering.

Jerre L. Stead, the chairman of our board of directors, is also a member of the board of directors of TBG. Michael v. Staudt, a member of our board of directors, is also an executive vice president of TBG. In addition, C. Michael Armstrong, Roger Holtback and Michael Klein, all members of our board of directors, were members of the board of directors and an advisory committee of TBG prior to this offering. See "Risk Factors—Risks Related to the Offering—We are controlled by an entity whose interests may differ from your interests; the chairman of our board serves on the board of that entity and one of our directors is one of its executive officers" and "Certain Relationships and Related Transactions—Relationship with Selling Stockholders and TBG."

Risk Factors

You should carefully consider the information under the heading "Risk Factors" and all other information in this prospectus before investing in our Class A common stock.

Company Information

We were incorporated in the state of Delaware in 1994. Our principal executive offices are located at 15 Inverness Way East, Englewood, Colorado 80112 and our telephone number is (303) 790-0600. We also maintain an Internet site at www.ihs.com. Our website and the information contained therein shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

The Offering

Class A common stock offered:
	By IHS	shares
	By the selling stockholders	shares ( shares if the underwriters exercise in full their option to purchase additional shares)
	Total Class A common stock offered	shares ( shares if the underwriters exercise in full their option to purchase additional shares)
Class A common stock to be outstanding after this offering		shares
Class B common stock to be outstanding after this offering		shares
Total common stock to be outstanding after this offering		shares
Voting rights:
	Class A common stock	One vote per share
	Class B common stock	Ten votes per share
Conversion		Each share of our Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically, without any action by the holder, upon the earlier of the occurrence of specified events or four years from the date of this offering. See "Description of Capital Stock—Common Stock—Conversion."
Use of proceeds		We estimate that our net proceeds from this offering will be approximately $ million, assuming an initial public offering price of $ per share of Class A common stock, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the underwriting discount and estimated offering expenses. We intend to use our net proceeds for general corporate purposes, including potential acquisitions. We will not receive any proceeds from the sale of shares by the selling stockholders.
Proposed New York Stock Exchange symbol		"IHS"

The outstanding share information appearing above is based on the number of shares that were issued and outstanding as of November 30, 2004. Unless we specifically state otherwise, the information in this prospectus does not reflect:

•: restricted shares of our Class A common stock and shares of our Class A common stock underlying deferred stock units, which were granted on December 23, 2004. Each deferred stock unit represents the vested right to receive one share of Class A common stock on a specified date. These restricted shares and deferred stock units were granted in connection with the offers of our subsidiary, IHS Group Inc., on

November 22, 2004 to exchange compensatory stock options and shares acquired upon the exercise of such options for cash and these restricted shares and deferred stock units (see "Management—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Our Senior Executives" and "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Directors and Certain Employees");

•: restricted shares of our Class A common stock issued to our non-employee directors, new hires, and other employees subsequent to November 30, 2004 (see "Management—Equity Compensation Plans"); and
•: shares of our Class A common stock available for issuance under the IHS Inc. 2004 Long-Term Incentive Plan (including the IHS Inc. Directors Stock Plan, which is part of our long-term incentive plan). As of November 30, 2004, there were no options outstanding under this plan.

Summary Consolidated Financial Data

The following summary consolidated financial data should be read in conjunction with, and are qualified by reference to, the information set forth in "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and notes thereto included in this prospectus.

				Years Ended November 30,
				2002(1)			2003			2004
				(In thousands)
Statement of Operations Data:
Revenue:
	Products			$	306,213		$	313,389		$	353,294
	Services				32,698			32,451			41,257

		Total revenue			338,911			345,840			394,551

Operating expenses:
	Cost of revenue:
		Products			140,655			134,247			152,772
		Services			24,513			26,702			29,434
		Compensation expense related to equity awards(2)			—			—			4,437

			Total cost of revenue		165,168			160,949			186,643
		Selling, general and administrative			117,837			119,986			137,821
		Depreciation and amortization			9,352			8,943			10,142
		Compensation expense related to equity awards(2)			—			—			17,368
		Gain on sales of assets, net			(2,660	)		(245	)		(5,532	)
		Impairment of assets			8,556			567			1,972
		Recovery of investment			(1,598	)		—			—
		Net periodic pension and post-retirement benefits			(10,866	)		(8,558	)		(5,791	)
		Earnings in unconsolidated subsidiaries			(2,934	)		(3,196	)		(437	)
		Other expense (income), net			(1,062	)		1,105			2,672

			Total operating expenses		281,793			279,551			344,858

Operating income					57,118			66,289			49,693
	Impairment of investment in affiliate				(7,900	)		—			—
	Gain on sale of investment in affiliate				—			—			26,601
	Interest income				1,043			1,359			1,140
	Interest expense				(3,535	)		(1,104	)		(450	)

		Non-operating income (expense), net			(10,392	)		255			27,291

Income before income taxes and minority interests					46,726			66,544			76,984
Provision for income taxes					(16,775	)		(23,935	)		(15,395	)

Income before minority interests					29,951			42,609			61,589
Minority interests					(23	)		(46	)		(275	)

Net income				$	29,928		$	42,563		$	61,314

Balance Sheet Data (as of period end):
Cash and cash equivalents				$	11,941		$	24,051		$	124,452
Total assets					581,291			620,113			752,644
Total long-term debt and capital leases					44,081			725			607
Total stockholders' equity					304,565			360,765			432,723
Cash Flow and Other Financial Data:
Net cash provided by (used in):
	Operating activities			$	74,735		$	60,145		$	66,980
	Investing activities				(2,659	)		(4,935	)		34,603
	Financing activities				(71,265	)		(44,153	)		(2,000	)
EBITDA(3)					58,547			75,186			86,161
Adjusted EBITDA(3)					59,879			66,950			72,014

(1): During 2002, we disposed of several non-core businesses. The combined results of these divested businesses impacted our operating income from 2002 through 2004 as set forth below:

		Years Ended November 30,
		2002			2003		2004
		(In thousands)
Revenue		$	8,047		$	—	$	—
Cost of revenue			5,558			—		—
Selling, general and administrative			5,195			—		—
Depreciation and amortization			126			—		—
Other expense (income), net			(47	)		—		—

	Operating loss	$	(2,785	)	$	—	$	—

Our non-operating income (expense), net, during the periods presented was also impacted by these divestments. See footnotes 7 and 8 to the "Selected Historical Consolidated Financial Data."

(2): Represents costs related to the modification of our long-term incentive plans to reflect more customary public company compensatory arrangements. In November 2004, we conducted an offer to purchase the outstanding options and shares of capital stock that had been issued pursuant to stock option plans maintained by one of our subsidiaries. The offer also included the issuance of deferred stock units and restricted stock of IHS Inc. in exchange for the previously outstanding options and shares. The expense amount includes (i) a $9.9 million one-time cash charge to purchase options outstanding under these plans and to purchase shares acquired upon exercise of the options and (ii) an $11.9 million non-cash charge relating to the issuance of vested deferred stock units in connection with the offer. See Note 12 to our consolidated financial statements.

Total compensation expense related to equity awards is comprised of the following:

	Years Ended November 30,
	2002		2003		2004
	(In thousands)
Cost of products revenue	$	—	$	—	$	170
Cost of services revenue		—		—		4,267
Selling, general and administrative.		—		—		17,368

	$	—	$	—	$	21,805

(3): EBITDA and adjusted EBITDA are measures used by management to measure operating performance. EBITDA is defined as net income plus net interest, taxes, depreciation, and amortization. Adjusted EBITDA excludes certain non-cash charges and other items that management does not utilize in assessing our operating performance. All of the items included in the reconciliation from EBITDA to adjusted EBITDA are either (i) non-cash items (e.g., impairment of investment in affiliate) or (ii) items that management does not consider to be relevant to assessing operating performance (e.g., recovery of investment and gain on sale of assets, net). In the case of the non-cash items, management believes that investors can better assess operating performance if the measures are presented without such items. In the case of the other items, management believes that investors can better assess ongoing operating performance if the measures are presented without these items because their financial impact has no continuing relevance to our ongoing business. EBITDA and adjusted EBITDA are reconciled to net income in the following table. Management believes that EBITDA and

adjusted EBITDA are useful to investors because they are frequently used by securities analysts, lenders, and other interested parties to evaluate our peer companies. A measure similar to EBITDA is used by the lenders under our credit facility. Neither EBITDA nor adjusted EBITDA are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly-titled measures of other companies. Additionally, EBITDA and adjusted EBITDA are not intended to be measures of free cash flow for management's discretionary use since they do not consider certain cash requirements, such as interest payments, tax payments, debt service requirements, and capital expenditures. The following is a reconciliation of EBITDA and adjusted EBITDA to net income:

		Years Ended November 30,
		2002			2003			2004
		(In thousands)
Net income		$	29,928		$	42,563		$	61,314
Interest income			(1,043	)		(1,359	)		(1,140	)
Interest expense			3,535			1,104			450
Provision for income taxes			16,775			23,935			15,395
Depreciation and amortization			9,352			8,943			10,142

	EBITDA		58,547			75,186			86,161
Compensation expense related to equity awards			—			—			21,805
Gain on sales of assets, net			(2,660	)		(245	)		(5,532	)
Impairment of assets			8,556			567			1,972
Recovery of investment			(1,598	)		—			—
Net periodic pension and post-retirement benefits			(10,866	)		(8,558	)		(5,791	)
Impairment of investment in affiliate			7,900			—			—
Gain on sale of investment in affiliate			—			—			(26,601	)

	Adjusted EBITDA	$	59,879		$	66,950		$	72,014

RISK FACTORS

You should carefully consider the following risks and all of the other information set forth in this prospectus before deciding to invest in shares of our Class A common stock. If any of the events or developments described below actually occurs, our business, financial condition, and results of operations may suffer. In that case, the trading price of our Class A common stock may decline and you could lose all or part of your investment.

Risks Related to Our Business

We depend on content obtained through agreements with third parties, including SDOs, and the failure to maintain these agreements on commercially reasonable terms could prove harmful to our business.

A significant amount of the content that we use in our offerings is either purchased or licensed from third parties, including Standards Development Organizations (SDOs). Although we obtain data from over 370 SDOs, the majority of the revenue generated by our Engineering segment is derived from offerings that include data we license from 25 SDOs. We believe that the content licensed from many of these third parties, particularly the 25 SDOs referred to above, cannot be obtained from alternate sources on favorable terms, if at all. Our license agreements with these third parties are generally nonexclusive and many are terminable on less than one year's notice. In addition, many of these third parties compete with one another and us. As a result, we may not be able to maintain or renew these agreements at cost-effective prices and these third parties might restrict or withdraw their content from us for competitive or other reasons. Over the last few years, some third parties, including some SDOs, have increased the royalty payments we pay them for the use of their information and may continue to do so in the future. If we are unable to maintain or renew a significant number of these agreements, particularly those we have with SDOs, or if we renew a significant number of these agreements on terms that are less favorable to us, the quality of our offerings and our business, operating results, and financial condition may be adversely affected.

If we are unable to consistently renew subscriptions for our offerings, our results could weaken.

In 2004, we derived more than 75% of our revenues from subscriptions to our offerings. These subscriptions are generally for a term of one year. Our results depend on our ability to achieve and sustain high annual renewal rates on existing subscriptions and to enter into new subscription arrangements on commercially acceptable terms. Our failure to achieve high annual renewal rates on commercially acceptable terms would have a material adverse effect on our business, financial condition, and operating results.

Our growth strategy may prove unsuccessful.

Our growth strategy involves enhancing our offerings to meet our customers' needs. Our success in meeting these needs depends in large part upon our ability to deliver consistent, high-quality, and timely offerings covering issues, developments and trends that our customers view as important. In addition, we plan to grow by attracting new customers and expanding into new geographic markets. We also expect to grow by enhancing our services business, which historically has not been a part of our core business. It may take a considerable amount of time and expense to execute our growth strategy and, if we are unable to do so, our ability to generate additional revenues on a profitable basis may be adversely affected.

If we are unable to successfully identify or effectively integrate acquisitions, our financial results may be adversely affected.

We intend to continue to selectively pursue acquisitions to complement our internal growth. There can be no assurance that we will be able to identify suitable candidates for successful

acquisitions at acceptable prices. In addition, our ability to achieve the expected returns and synergies from our past and future acquisitions and alliances depends in part upon our ability to integrate the offerings, technology, administrative functions, and personnel of these businesses into our business in an efficient and effective manner. We cannot assure you that we will be successful in integrating acquired businesses or that our acquired businesses will perform at the levels we anticipate. In addition, our past and future acquisitions may subject us to unanticipated risks or liabilities or disrupt our operations and divert management's attention from our day-to-day operations.

Our international operations are subject to exchange rate fluctuations and other risks relating to non-U.S. operations.

In 2004, we generated approximately 50% of our revenues from sales outside the United States and we expect to increase our international presence over time. Our primary operations outside the United States are in the United Kingdom, Canada, and Switzerland. Our operating profit outside the United States has historically exceeded our domestic operating profit. There are numerous risks inherent in doing business in international markets, including:

•: currency fluctuations;
•: the cost and uncertainty of obtaining data and creating solutions that are relevant to particular geographic markets;
•: the complexity of maintaining effective policies and procedures in locations around the world;
•: the risks of divergent business expectations or difficulties in establishing joint ventures with foreign partners;
•: differing levels of intellectual property protection in various jurisdictions;
•: political instability;
•: restrictions or limitations on the repatriation of funds; and
•: potentially adverse tax consequences.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations." In addition, we intend to expand our operations to include certain emerging markets, such as China, Russia, and India. No assurance can be provided that additional or more significant risks will not be encountered as we continue our assessment of our ability to expand our operations into these and other countries.

We may not be able to protect intellectual property rights.

We rely on copyright laws and nondisclosure, license, and confidentiality arrangements to protect our proprietary rights as well as the intellectual property rights of third parties whose content we license. However, it is not possible to prevent all unauthorized uses of these rights. We cannot assure you that the steps we have taken to protect our intellectual property rights, and the rights of those from whom we license intellectual property, are adequate to deter misappropriation or that we will be able to detect unauthorized uses and take timely and effective steps to remedy this unauthorized conduct. In particular, a significant portion of our revenues are derived internationally where protecting intellectual property rights is even more challenging. To prevent or respond to unauthorized uses of our intellectual property, we might be required to engage in costly and time-consuming litigation and we may not ultimately prevail. In addition, our offerings could be less differentiated from those of our competitors, which could adversely affect the fees we are able to charge.

We rely on a network of independent contractors and dealers whose actions could have an adverse effect on our business.

We obtain some of our critical information, particularly in our Energy segment, from independent contractors. In addition, we rely on a network of dealers to sell our offerings in locations where we do not maintain a sales office or sales teams. These independent contractors and dealers are not employees of our company. As a result, we are limited in our ability to monitor and direct their activities. The loss of a significant number of these independent contractors or dealers could disrupt our information gathering efforts or our sales, marketing and distribution activities. In addition, if any actions or business practices of these individuals or entities were found to violate our policies or procedures or were otherwise found to be inappropriate, we could be subject to litigation, regulatory sanctions, or reputational damage, any of which could adversely affect our business.

We are affected by conditions and trends in our targeted industries, which may inhibit our ability to grow or otherwise adversely affect our business.

We derive substantially all of our revenue from customers primarily in the energy, defense, aerospace, construction, electronics, and automotive industries. As a result, our business, financial condition, and results of operations depend upon conditions and trends affecting these industries generally. For example, many of our energy offerings are priced based on a customer's oil and gas production and a decline in production for any reason could reduce our revenues. Our ability to grow will depend in part upon the growth of these industries as well as our ability to increase sales of our offerings to customers in these industries. Additionally, the trend toward consolidation, particularly among oil and gas companies, could reduce the number of our current and potential customers and could have a material adverse effect on our business. Moreover, the larger organizations resulting from consolidation could have greater bargaining power, which could adversely affect the pricing of our offerings. Factors that adversely affect revenues and cash flows in these industries, including operating results, capital requirements, regulation, and litigation, could reduce the funds available to purchase our offerings. Our failure to maintain our revenues or margins could have a material adverse effect on our business, financial condition, and operating results.

We have experienced recent changes in our senior management.

Charles A. Picasso, formerly the President and Chief Operating Officer of our Engineering segment, was recently promoted to President and Chief Executive Officer of our company. As a result, in December 2004 we hired an industry veteran, Jeffrey Tarr, as President and Chief Operating Officer of our Engineering segment. In addition, Ron Mobed was appointed President and Chief Operating Officer of our Energy segment in April 2004. Three of our other executive officers also joined the company in 2004 and 2005. This senior management team has not been working together for an extensive period of time and we cannot assure you that these or any other personnel changes will not cause disruptions in our operations or communications with investors, analysts, regulators, and others.

The loss of key personnel could impair our future success.

Our future success depends in part on the continued service of our executive officers and other key management, sales, marketing, product development, and operations personnel and on our ability to continue to attract, motivate, and retain additional highly qualified employees. The loss of the services of one or more of our key personnel or our inability to recruit replacements for such personnel or to otherwise attract, motivate, or retain qualified personnel could have an adverse effect on our business, operating results, and financial condition.

Our investments in technology may not be sufficient and may not result in an increase in our revenue or decreases in our operating costs.

As the technological landscape continues to evolve, it may become increasingly difficult for us to make timely, cost-effective changes to our offerings in a manner that adequately differentiates them from those of our competitors. We cannot assure you that our investments have been or will be sufficient to maintain or improve our competitive position or that the development of new or improved technologies and products by our competitors will not have a material adverse effect on our businesses.

We operate in competitive markets, which may adversely affect our market share and financial results.

Some of our competitors focus on sub-markets within our targeted industries while others have significant financial and information-gathering resources, recognized brands, technological expertise, and market experience. Our competitors are continuously enhancing their products and services, developing new products and services, and investing in technology to better serve the needs of their existing customers and to attract new customers.

We face competition in specific industries and with respect to specific offerings. For example, our U.S. well and production data offerings compete with offerings from P2 Energy Solutions, Inc., and DrillingInfo, Inc., in addition to smaller companies. Certain of our Energy segment's other offerings compete with products from Wood Mackenzie Ltd., Divestco Inc., and Geologic Data Systems, Inc., in addition to other specialized companies. Our Energy segment's advisory services compete with Global Decisions Group LLC and NV KEMA, in addition to other smaller consulting companies. Our Engineering segment competes against a fragmented set of companies. In our specifications and standards business, we compete with some of the SDOs, Thomson's Techstreet™, United Business Media plc, and ILI Infodisk, Inc. Our Engineering segment's operational services and parts data offerings compete with i2 Technologies, Inc. and Thomas Publishing.

We may also face competition from organizations and businesses that have not traditionally competed with us but that could adapt their products and services to meet the demands of our customers. Increased competition may require us to reduce the prices of our offerings or make additional capital investments which would adversely affect our margins. If we are unable or unwilling to do so, we may lose market share in our target markets and our financial results may be adversely affected.

Most of our license agreements with SDOs are nonexclusive, which allow the SDOs to distribute their standards themselves or license them to other third parties for distribution. In addition, some of the critical information we use in our offerings is publicly available in raw form at little or no cost, and the Internet and other electronic media have simplified the process of locating, gathering and disseminating information. If users choose to obtain the critical information they need from our competitors, SDOs, or public sources, our business, financial condition, and results of operations could be adversely affected.

We could experience property damage, system failures, or capacity constraints, which could interrupt the delivery of our offerings to customers and ultimately cause us to lose customers.

Our ability to protect our data centers against damage from fire, power loss, telecommunications failure, or other disasters is critical. Any delays or failures in our systems or errors in the technology that we use to store and deliver our content to customers would harm our business. The growth of our customer base may also strain our systems in the future. In addition, our products could be affected by failures of third-party technology used in our products and we could have no control over remedying these failures. Any failures or problems with our systems or

decision-support tools could force us to incur significant costs to remedy the failures or problems, decrease customer demand for our products, tarnish our reputation, and harm our business.

We may be exposed to litigation related to content we make available to customers, and we may face legal liability or damage to our reputation if our customers are not satisfied with our offerings.

As a provider of critical information, decision-support tools, and related services and as a user of third-party content, we face potential liability for, among other things, breach of contract, negligence, and copyright and trademark infringement. Our professional reputation is an important factor in attracting and retaining our customers and in building relationships with the third parties that supply much of the critical information we use in our offerings. If customers were to become dissatisfied with the quality of our offerings, our reputation could be damaged and our business could be materially adversely affected. In addition, if the information in our offerings is incorrect for any reason, we could be subject to reputational damage or litigation.

Our offerings could infringe on the intellectual property rights of others, which may require us to engage in costly litigation and could disrupt our business.

Third parties may assert infringement or other intellectual property claims against us based on their intellectual property rights. If such claims are successful, we may have to pay substantial damages, possibly including treble damages, for past infringement. We might also be prohibited from selling our offerings or providing certain information without first obtaining a license from the third party, which, if available at all, may require us to pay additional royalties. Even if infringement claims against us are without merit, defending a lawsuit takes significant time, may be expensive, and may divert our management's attention from other business concerns.

Risks Related to the Offering

We are controlled by an entity whose interests may differ from your interests; the chairman of our board serves on the board of that entity and one of our directors is one of its executive officers.

Our Class B common stock is entitled to ten votes per share and our Class A common stock, which is the stock we and the selling stockholders are selling in this offering, is entitled to one vote per share. We anticipate that upon the completion of this offering, the selling stockholders, Urpasis Investments Limited and Urvanos Investments Limited (which are Cyprus limited liability companies), will own all of our Class B common stock and % of our Class A common stock, representing approximately % of the voting power of our outstanding capital stock in the aggregate (compared to % of the overall economic interest). The Class B common stock may be converted into Class A common stock at any time and will automatically be converted into Class A common stock upon the earlier of the occurrence of specified events or four years from the date of this offering. See "Description of Capital Stock—Common Stock—Conversion."

Voting and investment decisions with respect to the shares of our company have historically been made by TBG Holdings NV (TBG), a Netherlands-Antilles company that is the indirect sole owner of the selling stockholders. As a result, TBG controls all matters requiring stockholder approval, including amendments to our certificate of incorporation, the election of directors, and significant corporate transactions, such as potential mergers or other sales of our company or our assets. In addition, TBG could also influence our dividend policy. TBG may have interests that conflict with yours and actions may be taken that you do not view as beneficial. Jerre L. Stead, the chairman of our board of directors, is a member of the board of directors of TBG. Michael v. Staudt, an executive vice president of TBG, is a member of our board of directors. In addition, prior to this offering, C. Michael Armstrong, Roger Holtback, and Michael Klein, all members of our board of directors, were members of the board of directors and an advisory committee of TBG.

TBG is wholly-owned indirectly by The Thyssen-Bornemisza Continuity Trust (Trust), a Bermuda trust, which was created for the benefit of certain members of the Thyssen-Bornemisza family. The trustee of the Trust is Thybo Trustees Limited (Thybo), a Bermuda company. As trustee of the indirect sole stockholder of TBG, Thybo has the power to exercise significant influence over the management and affairs of TBG, including by electing or replacing TBG's board of directors. In addition, in certain circumstances, Thybo may be required to act with respect to TBG at the direction of Tornabuoni Limited (Tornabuoni), a Guernsey company, which is an oversight entity that was established at the time the Trust was created. The board of directors of Tornabuoni may only act by unanimous vote and one of its members is Georg Heinrich Thyssen-Bornemisza (a beneficiary of the Trust). Although Thybo has the power to exert influence over TBG, it has not done so in the past and is not required to do so, except in the case of fraud or as directed by Tornabuoni. In addition, while Tornabuoni has the power to direct Thybo to act with respect to TBG, Tornabuoni has not done so in the past. We have been advised by the current directors of each of Tornabuoni and Thybo that they have no intention at this time to exercise any power they may have to exert such influence with respect to TBG.

In addition, there are ongoing discussions among Thybo and the beneficiaries of the Trust with a view to reorganizing the Trust at some point after the completion of this offering. It is contemplated that if such a reorganization were to take place, separate trusts for the beneficiaries would be created, with the trust created for the benefit of Georg Heinrich Thyssen-Bornemisza and his immediate family becoming the sole indirect owner of TBG, which in turn would remain the sole indirect owner of Urvanos Investments Limited, which holds shares of our Class A common stock and all of our Class B common stock. The trusts created for the benefit of the other beneficiaries and their immediate families would become owners, directly or indirectly, of the shares of Class A common stock then held by Urpasis Investments Limited.

Should this reorganization occur, TBG would continue to have the power to exercise significant influence over our management and affairs and over all matters requiring stockholder approval in the same manner as it currently does. In addition, Georg Heinrich Thyssen-Bornemisza (who is the chairman of the board of directors of TBG), along with the trustees of a new trust for his benefit, would have the power to exert significant influence over the management and affairs of TBG, including through electing or replacing members of the TBG board of directors. Georg Heinrich Thyssen-Bornemisza and these trustees may have interests that conflict with yours.

No public market for our Class A common stock existed before this offering and an active public market for our Class A common stock may not develop.

There has been no public market for our Class A common stock prior to this offering. Therefore, the initial price of our Class A common stock to be sold in the offering will be determined through negotiations among us, the selling stockholders, and the representatives of the underwriters and may not be indicative of the prices that will prevail in the trading market. See "Underwriting" for a description of the factors considered in determining the initial public offering price of our Class A common stock. An active public market for our Class A common stock may not develop or be sustained after the offering, which could affect your ability to sell your shares and depress the market price of your shares.

Shares eligible for future sale could depress the price of our shares.

Sales of substantial amounts of the Class A common stock in the public market following the offering, or the perception that such sales could occur, could adversely affect the market price of the shares. Immediately after the offering, we will have outstanding shares of Class A common stock and shares of Class B common stock. The selling stockholders will continue to hold shares of Class A common stock and all of the shares of Class B common stock and will be entitled to require us to register such shares under the Securities Act in some cases, subject to the lock-up agreements described below. See "Shares Eligible for Future

Sale—Registration Rights." The sale by the selling stockholders of additional shares of Class A common stock in the public market, the perception that such sales might occur, or the conversion of shares of Class B common stock into Class A common stock, could have a material adverse effect on the price of our shares.

The selling stockholders have agreed with us not to sell or otherwise dispose of any of their shares of common stock for a period of one year following this offering. In addition, we, holders of substantially all of our outstanding common stock, and our directors and executive officers have agreed with the underwriters not to sell or otherwise dispose of any shares of common stock without the prior written consent of Goldman, Sachs & Co. and Citigroup Global Markets Inc. for a period of 180 days after the date of this prospectus (or such longer period as described under "Shares Eligible for Future Sale—Lock-up Agreements"). However, upon the expiration of the lock-up periods, a significant number of shares of our common stock could become freely tradable which could depress the market price of the shares.

The price of our Class A common stock may be volatile and may be affected by market conditions beyond our control.

Our share price is likely to fluctuate in the future because of the volatility of the stock market in general and a variety of factors, many of which are beyond our control, including:

•: quarterly variations in actual or anticipated results of our operations;
•: changes in financial estimates by securities analysts;
•: actions or announcements by us or our competitors;
•: regulatory actions;
•: litigation;
•: loss or gain of a major customer;
•: additions or departures of key personnel; and
•: future sales of our Class A common stock.

Market fluctuations could result in volatility in the price of shares of our Class A common stock, which could cause a decline in the value of your investment. In addition, if our operating results fail to meet the expectations of stock analysts or investors, we may experience an immediate and significant decline in the trading price of our Class A common stock.

New investors will experience immediate and substantial dilution.

The initial public offering price or our Class A common stock will be substantially higher than the pro forma net tangible book value per share. Pro forma net tangible book value represents the amount of our tangible assets on a pro forma basis, less our pro forma total liabilities. As a result, we currently expect that you will incur immediate dilution of $ per share based upon an assumed initial public offering price of $ per share. See "Dilution."

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Certain provisions in our governing documents could make a merger, tender offer, or proxy contest involving us difficult, even if such events would be beneficial to the interests of our stockholders. These provisions include our dual class structure, our classified board, our supermajority voting requirements, and our adoption of a rights plan, commonly known as a "poison pill." In addition, we are subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Accordingly, our board of directors could rely upon these or other provisions in our governing documents and upon Delaware law to prevent or delay an acquisition of us. See "Description of Capital Stock."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business" and in other sections of this prospectus that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," the negative of these terms, and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties, and assumptions, may include projections of our future financial performance based on our 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. In particular, you should consider the 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 or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. 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.

USE OF PROCEEDS

We estimate that the net proceeds we receive from this offering will be approximately $ million, assuming we sell shares of our Class A common stock at an initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the underwriting discount and estimated offering expenses. We will not receive any proceeds from the sale of shares by the selling stockholders.

We intend to use our net proceeds for general corporate purposes, including potential acquisitions. We have no current agreements or commitments pending with respect to any material acquisitions. Pending the use of our net proceeds from this offering, we intend to invest such net proceeds in short-term, marketable securities.

DIVIDEND POLICY

We currently anticipate that we will retain all available funds for use in the operation and expansion of our business, and we do not anticipate paying any dividends in the foreseeable future. In October 2004, we distributed a $6.1 million dividend to a subsidiary of TBG. The dividend consisted of a preferred stock investment in Extruded Metals, Inc. with a fair market value of approximately $4.3 million and $1.8 million in cash. See "Certain Relationships and Related Transactions—Investments in Related Parties."

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of November 30, 2004:

•: on an actual basis; and
•: as adjusted to reflect the sale by us of shares of Class A common stock in this offering, assuming an initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the underwriting discount and estimated offering expenses, and the application of our net proceeds as described in "Use of Proceeds."

This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes thereto included in this prospectus.

			As of November 30, 2004
			Actual			As Adjusted
			(In millions, except share data)
Cash and cash equivalents			$	124.5		$

Long-term debt and capital leases(1)			$	0.6		$
Stockholders' equity:
	Class A common stock, $0.01 par value per share, 80,000,000 shares authorized, 41,250,000 shares issued and outstanding (actual); shares issued and outstanding (as adjusted)			0.4
	Class B common stock, $0.01 par value per share, 13,750,000 shares authorized, issued and outstanding (actual and as adjusted)			0.1
	Class C common stock, $1.00 par value per share, 1,000 shares authorized, issued and held in treasury (actual and as adjusted)(2)			—
	Preferred stock, $ par value per share, no shares authorized (actual) ; shares authorized, no shares issued or outstanding (as adjusted)			—
	Additional paid-in capital			134.0
	Retained earnings			301.9
	Accumulated other comprehensive loss			(3.7	)

		Total stockholders' equity		432.7

Total capitalization			$	433.3		$

(1): On January 7, 2005, we entered into a $125 million unsecured revolving credit agreement, which has a feature allowing us to expand the facility to a maximum of $225 million based on our leverage at the time of the borrowings. The credit agreement expires January 7, 2010, at which time any outstanding principal becomes due and payable. As of January 31, 2005, we had no borrowings outstanding under the agreement. Borrowing capacity under the agreement is limited by outstanding letters of credit, of which we had $1.7 million as of January 31, 2005, which we use to support insurance coverage, leases, and certain customer contracts.
: This amount does not include long-term obligations of $45.9 million or current liabilities of $272.2 million as of November 30, 2004.
(2): The Class C common stock will no longer be authorized after the offering.

DILUTION

Our net tangible book value as of November 30, 2004 was $ million or $ per share of common stock. Net tangible book value per share is determined by dividing our tangible net worth (total assets less total liabilities) by the aggregate number of shares of common stock outstanding. After giving effect to our sale of shares of Class A common stock in this offering, at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and the receipt of the net proceeds, as described in "Use of Proceeds," our pro forma net tangible book value at November 30, 2004 would have been $ million or $ per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $ per share of common stock and an immediate dilution to new investors of $ per share of Class A common stock. Dilution per share to new investors is determined by subtracting pro forma net tangible book value per share after the offering from the assumed initial public offering price per share. The following table illustrates this per share dilution:

Assumed initial public offering price per share			$
	Net tangible book value per share of common stock as of November 30, 2004	$
	Increase in net tangible book value per share of Class A common stock attributable to new investors

Pro forma net tangible book value per share of Class A common stock after the offering

Dilution per share of Class A common stock to new investors			$

The following table sets forth, on a pro forma basis, as of November 30, 2004, the number and percentage of shares of common stock purchased from us, the total consideration paid, or to be paid, and the average price per share paid, or to be paid, by existing stockholders and by the new investors, at an assumed initial public offering price of $ per share of Class A common stock, the midpoint of the range set forth on the cover page of this prospectus:

		Shares Purchased(1)
					Total Consideration
					Total Consideration			Average Price Per Share
		Number	Percent		Amount	Percent		Average Price Per Share
Existing stockholders				%	$		%	$
New investors

	Total			%	$		%	$

(1): The number of shares disclosed for the existing stockholders includes shares of Class A common stock being sold by the selling stockholders in this offering. The number of shares disclosed for the new investors does not include the shares of Class A common stock being purchased by the new investors from the selling stockholders in this offering.

Sales by the selling stockholders in this offering will reduce the number of shares of Class A common stock held by existing stockholders to or approximately % of the total number of shares of Class A common stock outstanding after this offering and will increase the number of shares of common stock held by new investors to or approximately % of the total number of shares of Class A common stock outstanding after this offering.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected consolidated 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 our consolidated financial statements and notes thereto included in this prospectus. The consolidated statement of operations data for the years ended November 30, 2002, 2003, and 2004, and the consolidated balance sheet data as of November 30, 2003, and 2004, are derived from the audited consolidated financial statements included in this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto. The consolidated statement of operations data for the year ended November 30, 2001, and the balance sheet data as of November 30, 2001, and 2002, are derived from audited consolidated financial statements that are not included in this prospectus. The consolidated statement of operations data for the year ended November 30, 2000, and the balance sheet data as of November 30, 2000, are derived from unaudited consolidated financial statements that are not included in this prospectus.

From 2000 to 2002, we disposed of several non-core businesses. The combined results of these divested businesses impacted our operating income from 2000 through 2002 as set forth in footnote 1 below. Our non-operating income (expense), net, during the periods presented was also impacted by these divestments. See footnotes 7 and 8 below.

			Years Ended November 30,
			2000(1)			2001(1)			2002(1)			2003			2004
			(In thousands, except per share amounts)
Statement of Operations Data:
Revenue			$	482,300		$	431,644		$	338,911		$	345,840		$	394,551
Operating expenses:
	Cost of revenue			291,672			256,278			165,168			160,949			186,643	(3)
	Selling, general and administrative			140,772			123,881			117,837			119,986			137,821
	Depreciation and amortization(2)			28,116			30,668			9,352			8,943			10,142
	Compensation expense related to equity awards			—			—			—			—			17,368	(3)
	Gain on sales of assets, net			(21,123	)		(4,643	)		(2,660	)		(245	)		(5,532	)
	Impairment of assets(4)			9,176			4,818			8,556			567			1,972
	Impairment (recovery) of investment(5)			28,042			37,841			(1,598	)		—			—
	Net periodic pension and post-retirement benefits(6)			(10,075	)		(12,342	)		(10,866	)		(8,558	)		(5,791	)
	Loss (earnings) in unconsolidated subsidiaries			7,704			(3,686	)		(2,934	)		(3,196	)		(437	)
	Other expense (income), net			1,603			1,246			(1,062	)		1,105			2,672

		Total operating expenses		475,887			434,061			281,793			279,551			344,858

Operating income				6,413			(2,417	)		57,118			66,289			49,693
	Impairment of investment in affiliate			—			—			(7,900)	(7)		—			—
	Gain on sale of investment in affiliate			—			—			—			—			26,601	(8)
	Interest income			5,632			4,532			1,043			1,359			1,140
	Interest expense			(18,087	)		(14,065	)		(3,535	)		(1,104	)		(450	)

		Non-operating income (expense), net		(12,455	)		(9,533	)		(10,392	)		255			27,291

Income before income taxes, minority interests, and discontinued operations				(6,042	)		(11,950	)		46,726			66,544			76,984
Provision for income taxes				(7,560	)		4,557			(16,775	)		(23,935	)		(15,395	)

Income (loss) before minority interests and discontinued operations				(13,602	)		(7,393	)		29,951			42,609			61,589
Minority interests				(56	)		(50	)		(23	)		(46	)		(275	)

Income (loss) from continuing operations				(13,658	)		(7,443	)		29,928			42,563			61,314
Discontinued Operations:
Income (loss) from discontinued operations, net(9)				3,282			(401	)		—			—			—
Gain on sale of discontinued operations, net(9)				—			10,356			—			—			—

Income from discontinued operations, net				3,282			9,955			—			—			—

		Net income (loss)	$	(10,376	)	$	2,512		$	29,928		$	42,563		$	61,314

Earnings (loss) per share:(10)
	Basic and diluted		$	(10,376	)	$	2,512		$	29,928		$	42,563		$	34

Weighted average shares outstanding:(10)
	Basic and diluted			1			1			1			1			1,806

Balance Sheet Data (as of period end):
Cash and cash equivalents			$	22,891		$	10,452		$	11,941		$	24,051		$	124,452
Total assets				707,653			600,853			581,291			620,113			752,644
Total long-term debt and capital leases				173,000			—	(11)		44,081			725			607
Total stockholders' equity				272,429			272,321			304,565			360,765			432,723

(1)

From 2000 to 2002, we disposed of the following non-core businesses:

•: In 2000, we sold our common stock investment in TriPoint Global Communications, Inc. (TriPoint), a satellite antenna manufacturer, to a subsidiary of TBG. We retained our preferred stock ownership interest in TriPoint, but did not consolidate TriPoint's results in our financial statements after 2000. As a result of the above, TriPoint was not recorded as a discontinued operation.
•: In 2001, we sold our common stock investment in Extruded Metals, Inc. (Extruded), a brass rod manufacturer, to TBG. We retained our preferred stock investment in Extruded, but did not consolidate Extruded's results in our financial statements after 2001. As a result of the above, Extruded was not recorded as a discontinued operation.
•: From 2000 to 2002, we disposed of several other non-core critical information businesses. The disposal of these other non-core critical information businesses did not qualify for discontinued operations treatment under APB 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, because of our continued operations in the Energy and Engineering critical information businesses.

For the five years ended November 30, 2004, the combined results of TriPoint, Extruded, and the other non-core businesses impacted our operating income (loss) as set forth below:

		Years Ended November 30,
		2000		2001			2002			2003		2004
		(In thousands)
Revenue		$	169,666	$	105,321		$	8,047		$	—	$	—
Cost of revenue			136,918		93,835			5,558			—		—
Selling, general and administrative			19,238		10,004			5,195			—		—
Depreciation and amortization			3,419		3,059			126			—		—
Other expense (income), net			636		(472	)		(47	)		—		—

	Operating income (loss)	$	9,455	$	(1,105	)	$	(2,785	)	$	—	$	—

Our non-operating income (expense), net, during the periods presented was also impacted by these divestments. See footnotes 7 and 8 below.

(2): In 2002, we adopted SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. Accordingly, we did not amortize goodwill beginning in 2002. Goodwill amortization in 2000 and 2001 was $16.3 million and $18.1 million, respectively.
(3): Represents costs related to the modification of our long-term incentive plans to reflect more customary public company compensatory arrangements. In November 2004, we conducted an offer to purchase the outstanding options and shares of capital stock that had been issued pursuant to stock option plans maintained by one of our subsidiaries. The offer included the issuance of deferred stock units and restricted shares of IHS Inc. in exchange for the previously outstanding options and shares. The expense amount includes (i) a $9.9 million one-time cash charge to purchase options outstanding under these plans and to purchase shares acquired upon exercise of the options and (ii) an $11.9 million non-cash charge relating to the issuance of vested deferred stock units in connection with the offer. Of the $21.8 million total charge, $4.4 million relates to cost of revenue and $17.4 million relates to selling, general and administrative expenses. See Note 12 to our consolidated financial statements.
(4): A $9.2 million impairment charge was recorded in 2000 primarily related to goodwill ($8.6 million). A $4.8 million impairment charge was recorded in 2001 primarily related to goodwill ($2.2 million) and decision support tools ($1.0 million). An $8.6 million impairment charge was recorded in 2002 related to the following: buildings held for sale ($4.6 million); miscellaneous balances within our Engineering segment's services business ($1.5 million); decision-support tools within our Energy segment ($0.5 million); and a note receivable related to the divestment of Pyramid Mouldings, Inc. ("Pyramid"), a metal products manufacturer ($2.0 million). The $0.6 million and $2.0 million impairment charges recorded in 2003 and 2004, respectively, related to decision-support tools within our Energy segment.
(5): Represents our investment in a provider of online procurement services for the electronic components industry. The loss in 2000 of $28.0 million included an equity loss, impairment charge, and loss from a put option related to the investment. We wrote off our remaining $37.8 million investment in this company in 2001. The investment was subsequently sold in 2002 for approximately $1.6 million, which was recorded as a recovery of investment.
(6): Represents pension income and expense and post-retirement benefit expense, shown on a net basis. During 2000, 2001, 2002, 2003, and 2004, we recognized periodic pension benefit income of $12.7 million, $15.1 million, $14.8 million, $12.9 million, and $10.5 million, respectively, primarily as a result of our overfunded U.S. pension plan. This income was reduced by other post-employment benefits expense of $2.6 million, $2.8 million, $3.9 million, $4.3 million, and $4.7 million for 2000, 2001, 2002, 2003, and 2004, respectively, resulting in net periodic pension and post-retirement benefits income, as reflected in our statement of operations, of $10.1 million, $12.3 million, $10.9 million, $8.6 million, and $5.8 million for the same respective periods.
(7): Reflects the impairment of our preferred stock investment in Extruded. See "Certain Relationships and Related Transactions—Investments in Related Parties."
(8): Reflects a pretax gain on the sale of our preferred stock investment in TriPoint. See "Certain Relationships and Related Transactions—Investments in Related Parties."
(9): In 2001, Pyramid sold all of its assets. The income (loss) is stated net of taxes of $1,945, and $(576) for the years ended 2000 and 2001, respectively. The gain on sale in 2001 is stated net of tax of $5,576.
(10): In November 2004, we completed a reorganization and recapitalization. See Note 19 to our consolidated financial statements.
(11): At November 30, 2001, substantially all of our outstanding debt, or approximately $115.5 million, was classified as current since it was payable within the succeeding twelve months.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and operating results should be read in conjunction with "Selected Historical Consolidated Financial Data" and our consolidated financial statements and accompanying notes included in this prospectus.

IHS is one of the leading global providers of critical technical information, decision-support tools, and related services to customers in the energy, defense, aerospace, construction, electronics, and automotive industries. We have developed a comprehensive collection of technical information that is highly relevant to the industries we serve. Our decision-support tools enable our customers to quickly and easily search and analyze this information as well as integrate it into their work flows. Our operational, research, and strategic advisory services combine this information and these tools with our extensive industry expertise to meet the needs of our customers. Our customers rely on these offerings to facilitate decision making, support key processes, and improve productivity. We manage our business through our Energy and Engineering operating segments.

Our Energy segment develops and delivers critical oil and gas industry data on exploration, development, production, and transportation activities to major global energy producers and national and independent oil companies. This segment also provides decision-support tools and operational, research, and strategic advisory services to these customers, as well as to utilities and transportation, petrochemical, coal, and power companies. Our Engineering segment provides solutions incorporating technical specifications and standards, regulations, parts data, design guides, and other information to customers in its targeted industries. This segment serves some of the largest engineering-intensive companies around the world in the defense, aerospace, construction, electronics, and automotive industries.

Executive Summary

Subscription-based business model

More than 75% of our 2004 revenue was derived from subscriptions to our offerings. Our subscription-based business model and historically high renewal rates generate recurring revenue and cash flows. We generally recognize revenue from subscriptions (which are usually for one-year periods) ratably over the term of the subscription.

Less than 10% of our 2004 subscription-based revenue was recognized at the time of sale. In these instances, we have no continuing responsibility to maintain and update the underlying information. Since sales of these non-deferred subscriptions occur most frequently in the fourth quarter, we generally recognize a greater percentage of our revenue and income from these sales in that quarter.

Subscriptions are generally paid in full within one to two months after the subscription period commences. As a result, the timing of our cash flows generally precedes our recognition of revenue and income. A greater percentage of our annual subscription sales are made in the fourth quarter due to a large volume of offerings that were first introduced in the fourth quarter in prior years and are renewed on an annual basis. Also, the sales cycle for a number of our non-deferred subscription products, particularly those that are sold to our governmental and academic customers, is intentionally aligned with customers' budgeting and funding cycles, which often results in increased sales in the fourth quarter. As a result, our cash flow from operations tends to be higher in the first quarter as we receive subscription payments.

Revenue by offerings

Our revenue by type of offering for the three years ended November 30, 2002, 2003 and 2004 was:

		2002		2003		2004
		(In thousands)
Critical information		$	268,508	$	275,097	$	308,484
Decision-support tools			37,705		38,292		44,810
Services			32,698		32,451		41,257

	Total revenue	$	338,911	$	345,840	$	394,551

As a result of our acquisitions of Cambridge Energy Research Associates (CERA), USA Information Systems, Inc. (USA), and Intermat, Inc. in the fourth quarter of 2004, each of which is discussed in "—Acquisitions" below, we expect revenues for services and decision-support tools to increase at a faster rate than revenue from critical information in 2005.

Acquisitions

As part of our growth strategy, we intend to continue to augment our offerings by selectively acquiring information services organizations. In particular, we intend to further penetrate selected information-intensive industries in which we already have a significant presence, such as defense, aerospace, construction, and electronics, through internal growth and selective acquisitions. During 2004, we made the following acquisitions:

•: CERA. We acquired CERA for a total purchase price of approximately $31 million at the beginning of the fourth quarter of 2004. CERA provides syndicated research and strategic advisory services to energy companies.
•: USA. We acquired USA for a total purchase price of approximately $20 million in the fourth quarter of 2004. USA provides decision-support tools and, to a lesser extent, critical information to governments and government contractors.
•: International Petrodata Limited (IPL). We acquired IPL for a total purchase price of approximately $16 million in the first quarter of 2004. IPL provides critical geological information to the oil and gas exploration and production markets in Canada.
•: Intermat, Inc. We acquired Intermat for a total purchase price of approximately $5 million in the fourth quarter of 2004. Intermat provides decision-support tools for parts management, parts cleansing and predictive obsolescence projects.

Our consolidated financial statements include the results of operations and cash flows for these acquisitions beginning on their respective dates of acquisition. See note 2 to our consolidated financial statements. The combined effect of these acquisitions on our operating income for the year ended November 30, 2004 is set forth below.

		(In thousands)
Revenue		$	17,165
Cost of revenue			7,884
Selling, general and administrative			5,687
Depreciation and amortization			1,710
Other expense (income), net			220

	Operating income	$	1,664

We did not make any significant acquisitions in 2002 or 2003.

Segments

For the year ended November 30, 2004, approximately 65% of our Energy segment's revenue was generated from the sale of critical information, 18% was generated from the sale of decision-support tools, and 17% was generated from the sale of services. Our Engineering segment's revenue is more heavily weighted toward critical information. For the year ended November 30, 2004, approximately 90% of our Engineering segment's revenue was generated from the sale of critical information, 5% was generated from the sale of decision-support tools, and 5% was generated from the sale of services.

Each of our segments' results from operations is primarily driven by organic growth and acquisitions. Organic growth is driven by several factors, including: the introduction of new offerings, periodic updates of existing offerings, the execution of our sales and marketing plans, world economic and other events, and our ability to further penetrate existing customers, generate new customers and raise prices. For a discussion of the impact of acquisitions during the year ended November 30, 2004, see "—Acquisitions" above.

Global operations

We serve some of the world's largest corporations across multiple industries, as well as governments and other organizations, in more than 100 countries. We generated revenue of $197.9 million outside the United States in 2004, which represented approximately 50% of our total revenue. Our primary operations outside the United States are in the United Kingdom, Canada, and Switzerland. Our operating profit outside the United States has historically exceeded our domestic operating profit. Set forth below for the years ended November 30 is our revenue indicated by country based on the location of our subsidiary generating the revenue (which differs in some cases from the location of the customer):

		2002		2003		2004
		(In thousands)
United States		$	185,332	$	180,307	$	196,672
United Kingdom			68,039		68,541		84,407
Canada			29,366		32,798		41,747
Switzerland			30,840		30,757		33,644
Rest of world			25,334		33,437		38,081

	Total revenue	$	338,911	$	345,840	$	394,551

Our international operations expose us to foreign currency risk. Fluctuations in foreign currency rates increased (decreased) our revenues by $(0.8) million, $11.7 million, and $13.2 million for the years ended November 30, 2002, 2003, and 2004, respectively, and increased (decreased) our operating income by $2.3 million, $(2.7) million, and $(1.4) million for the same respective periods. See "—Qualitative and Quantitative Disclosures About Market Risk—Foreign Currency Risk."

Operating expenses and other items

Cost of operating our business. We incur our cost of revenue primarily to acquire, manage, and deliver our critical information. These costs include royalty payments to third-party information providers, as well as personnel, information technology, and occupancy costs related to these activities. Royalty payments generally vary based on subscription sales in our Engineering segment. Our cost of revenue for our services offerings is primarily comprised of personnel costs. Our selling, general, and administrative expenses primarily include wages and other personnel costs, commissions, corporate occupancy costs, and marketing costs.

A large portion of our operating expenses are fixed costs, particularly in our Energy segment which does not generally pay royalties for critical information. As a result, an increase in revenue, particularly in our Energy segment, should result in increased operating margins. We believe we can improve our operating margins as we further penetrate our existing customer base and add new customers.

Costs of being a public company. Beginning in 2004, our selling, general, and administrative costs increased as we prepared for this initial public offering. Following the offering, we will continue to incur additional selling, general, and administrative expenses related to operating as a public company, such as increased legal and accounting expenses, the cost of an investor relations function, costs related to Section 404 of the Sarbanes-Oxley Act, and increased director and officer insurance premiums.

We have also incurred costs to modify our long-term incentive plans to reflect more customary public company compensatory arrangements. In November 2004, we conducted an offer to purchase the outstanding options and shares of capital stock that had been issued pursuant to stock option plans maintained by one of our subsidiaries. Compensation expense related to equity awards includes: (i) a $9.9 million one-time cash charge to settle options under IHS Group Inc.'s 1998 and 2002 non-qualified stock option plans and to repurchase IHS Group Inc. shares previously issued upon the exercise of the options and (ii) an $11.9 million non-cash charge relating to the vested restricted stock units issued under IHS Inc.'s 2004 Long-term Incentive Plan. We also issued restricted stock for which we will record the cost over its three-year vesting period. See "Management—Equity Compensation Plans."

Pension and post-retirement benefits. Net periodic pension and post-retirement benefits is primarily comprised of pension income and expense and post-retirement benefit expense, shown on a net basis. During 2002, 2003, and 2004, we recognized periodic pension benefit income of $14.8 million, $12.9 million, and $10.5 million, respectively, primarily as a result of our overfunded U.S. pension plan. This income was reduced by other post-employment benefits expense of $3.9 million, $4.3 million, and $4.7 million for 2002, 2003, and 2004, respectively, resulting in net periodic pension and post-retirement benefits income, as reflected in our statement of operations, of $10.9 million, $8.6 million, and $5.8 million for the same respective periods.

On November 30, 2004, our U.S. pension plan and our post-retirement benefit plan were spun off. Previously, they were a part of a multiemployer plan sponsored by our consolidated subsidiary. As a consequence of the spin-off, our prepaid pension asset and our accrued post-retirement benefit liability were reduced for the prepaid pension asset and accrued post-retirement benefit liability attributable to the non-IHS Inc. plans and recorded as a $6.0 million net charge to equity. We expect that our net periodic pension and post-retirement benefit income will be reduced as a result of the spin-off in the future. The net amount of income has been declining over the last three years primarily due to the amortization of actuarial losses resulting from lower than expected asset returns from 2000 through 2002. We expect that the net amount of this income will continue to decline for the foreseeable future.

Provision for income taxes. Our effective tax rate was 35.9%, 36.0%, and 20.0% in 2002, 2003, and 2004, respectively. The lower effective tax rate in 2004 was principally due to recognition of the tax benefit of a dividends-received deduction on dividends from a preferred stock investment and the tax benefit from a release of substantially all of the valuation allowance on foreign tax credits as a result of the extension of the credit carryforward period included in the American Jobs Creation Act of 2004. We expect our effective tax rate in 2005 to approximate our 2002 and 2003 rates.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or GAAP. To apply GAAP, we must make significant estimates that affect our reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. In many instances, we could reasonably have used different accounting estimates. In addition, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies and estimates, which are discussed further below.

Revenue Recognition

The majority of our offerings are provided under agreements containing standard terms and conditions. In our non-standard agreements, we make judgments to determine how to appropriately account for them. These judgments generally involve assessments regarding matters such as:

•: whether sufficient legally binding terms and conditions exist, and
•: whether customer acceptance has been achieved.

We evaluate the binding nature of the terms and conditions of our agreements, as well as whether customer acceptance has been achieved, based on management's judgments, and as appropriate, advice from legal counsel.

Identifiable Intangible Assets and Goodwill

We account for our business acquisitions using the purchase method of accounting. We allocate the total cost of an acquisition to the underlying net assets based on their respective estimated fair values. As part of this allocation process, we identify and attribute values and estimated lives to the intangible assets acquired. These determinations involve significant estimates and assumptions, including those with respect to future cash flows, discount rates, and asset lives and therefore require considerable judgment. These determinations will affect the amount of amortization expense recognized in future periods.

We review the carrying values of identifiable intangible assets with indefinite lives and goodwill at least annually to assess impairment because these assets are not amortized. Additionally, we review the carrying value of any intangible asset or goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Examples of such events or changes in circumstances include significant negative industry or economic trends, significant changes in the manner of our use of the acquired assets or our strategy, a significant decrease in the market value of the asset, and a significant change in legal factors or in the business climate that could affect the value of the asset. We assess impairment by comparing the fair value of an identifiable intangible asset or goodwill with its carrying value. The determination of fair value involves significant management judgment. Impairments are expensed when incurred. Specifically, we test for impairment as follows:

Identifiable intangible assets

We compare the expected undiscounted future operating cash flows associated with finite-lived assets to their respective carrying values to determine if the asset is fully recoverable. If the expected future operating cash flows are not sufficient to recover the carrying value, we estimate

the fair value of the asset. Impairment is recognized when the carrying amount of the asset is not recoverable and when the carrying value exceeds fair value.

Goodwill

We test goodwill for impairment on a "reporting unit" level. A reporting unit is a group of businesses (i) for which discrete financial information is available and (ii) that have similar economic characteristics. We test goodwill for impairment using the following two-step approach:

•: We first determine the fair value of each reporting unit. If the fair value of a reporting unit is less than its carrying value, this is an indicator that the goodwill assigned to that reporting unit might be impaired, which requires performance of the second step.
•: In the second step, we allocate the fair value of the reporting unit to the assets and liabilities of the reporting unit as if it had just been acquired in a business combination and as if the purchase price was equivalent to the fair value of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. We then compare that implied fair value of the reporting unit's goodwill to the carrying value of that goodwill. If the implied fair value is less than the carrying value we recognize an impairment loss for the excess.

We determine the fair value of our reporting units based on a combination of various techniques, including the present value of future cash flows and comparisons of the earnings multiples of peer companies.

Since the valuation of identifiable intangible assets and goodwill requires significant estimates and judgment about future performance and fair values, our future results could be affected if our current estimates of future performance and fair values change.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Significant judgment is required in determining our provision for income taxes, current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income for purposes of assessing our ability to realize future benefit from our deferred tax assets. A valuation allowance is established to reduce our deferred tax assets to the amount that is considered more likely than not to be realized through the generation of future taxable income and other tax planning opportunities. To the extent that a determination is made to establish or adjust a valuation allowance, the expense or benefit is recorded in the period in which the determination is made.

Our accounting for income taxes requires us to exercise judgment for known issues under discussion with tax authorities and transactions yet to be settled. As a result, we maintain a tax liability for contingencies and regularly assess the adequacy of this tax liability. We record liabilities for known tax contingencies in the period when it is probable that a liability has been incurred, and adjust our tax contingencies in the period in which it is probable that the actual results will differ from our estimates.

If actual results differ from estimates we have used, or if we adjust these estimates in future periods, our operating results and financial position could be materially affected.

Pension and Postretirement Benefits

We have defined benefit plans that cover the majority of our employees in the U.S. and the U.K. We also have postretirement welfare plans in the U.S. that provide medical benefits for retirees and eligible dependents and life insurance for certain retirees. The accounting for these plans is subject to the guidance provided in Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions" (SFAS No. 87) and Statement of Financial Accounting

Standards No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions" (SFAS No. 106). Both of these statements require that management make certain assumptions relating to the long-term rate of return on plan assets, discount rates used to measure future obligations and expenses, salary increases, inflation, health care cost trend rates and other assumptions. We believe that the accounting estimates related to our pension and postretirement plans are critical accounting estimates because they are highly susceptible to change from period to period based on market conditions.

We performed an analysis of high yield bonds at the end of 2004 and compared the results to appropriate indices and industry trends to support the discount rates used in determining our pension liabilities in the United States and in the United Kingdom for the year ended November 30, 2004. Discount rates and expected rates of return on plan assets are selected at the end of a given fiscal year and impact expense in the subsequent year. A fifty basis point decrease in certain assumptions made at the beginning of 2004 would have had the following effects on 2004 pension expense:

	Impact to Pension Results— 50 basis points decrease in discount rate/rate of return
Description of Pension Sensitivity Item	2004 Expense Impact		November 30, 2004 PBO Impact
	(In thousands)
Expected return on U.S. plan assets, for 2004	$	1,740	$	N/A
Expected return on U.K. plan assets for 2004	$	46	$	N/A
Discount rate on U.S. projected benefit obligation	$	165	$	12,900
Discount rate on U.K. projected benefit obligation	$	213	$	1,638

On a consolidated basis, we had $48.6 million of unrecognized pension and post-retirement benefit losses as of November 30, 2004. Actuarial losses are primarily comprised of cumulative investment returns that are lower than actuarially assumed investment returns and losses due to increased pension and post-retirement benefit liabilities resulting from falling interest rates. Pension income and post-retirement benefit expense includes amortization of these actuarial losses after they exceed specified thresholds. As a result of expected losses in excess of the thresholds for the foreseeable future, we anticipate net periodic pension and post-retirement benefit income will continue to decrease.

Results of Operations

Set forth below is our results of operations for the years ended November 30 expressed as a percentage of revenue.

			2002		2003		2004
Revenue			100	%	100	%	100	%
Operating expenses:
	Cost of revenue		49		47		47
	Selling, general and administrative		35		35		35
	Depreciation and amortization		3		3		3
	Compensation expense related to equity awards		—		—		4
	Gain on sales of assets, net		(1	)	—		(1	)
	Impairment of assets		3		—		—
	Recovery of investment		—		—		—
	Net periodic pension and post-retirement benefits		(3	)	(2	)	(2	)
	Earnings in unconsolidated subsidiaries		1		1		—
	Other expense (income), net		—		—		1

		Total operating expenses	83		81		87

Operating income			17		19		13
	Impairment of investment in affiliate		(2	)	—		—
	Gain on sale of investment in affiliate		—		—		7
	Interest income		—		—		—
	Interest expense		(1	)	—		—

		Non-operating income (expense), net	(3	)	—		7

Income before income taxes and minority interests			14		19		20
Provision for income taxes			(5	)	(7	)	(4	)

Income before minority interests			9		12		16
Minority interests			—		—		—

		Net income	9	%	12	%	16	%

Set forth below is our revenue and operating income for our Energy and Engineering segments for the years ended November 30. Certain corporate transactions are not allocated to our operating segments. Unallocated amounts include compensation expense related to equity awards, net periodic pension and post-retirement benefits income, corporate-level impairments, and gains on sales of corporate assets.

		2002		2003		2004
		(In thousands)
Energy revenue		$	147,291	$	156,151	$	186,374
Engineering revenue			191,620		189,689		208,177

	Consolidated revenue	$	338,911	$	345,840	$	394,551

Energy operating income(1)		$	30,520	$	29,541	$	32,311
Engineering operating income(2)			22,344		28,190		32,983

	Total segment operating income		52,864		57,731		65,294
Adjustments(3)			4,254		8,558		(15,601	)

	Consolidated operating income	$	57,118	$	66,289	$	49,693

(1): Includes asset impairments of $0.5 million, $0.6 million, and $2.0 million for 2002, 2003, and 2004, respectively.

(2): Includes gains on sales of assets, net, of $2.7 million, $0.2 million, and $5.1 million for 2002, 2003, and 2004, respectively. Also includes asset impairments of $1.5 million in 2002 and a recovery of investment of $1.6 million in 2002.
(3): Includes the following items for the years ended November 30:

	2002			2003		2004
	(In thousands)
Impairment of assets	$	(6,612	)	$	—	$	—
Net periodic pension and post-retirement benefits		10,866			8,558		5,791
Compensation expense related to equity awards		—			—		(21,805	)
Gain on sales of corporate assets, net		—			—		413

	$	4,254		$	8,558	$	(15,601	)

Year Ended November 30, 2004 Compared to the Year Ended November 30, 2003

Revenue. Revenue was $394.6 million for the year ended November 30, 2004 compared to $345.8 million for the year ended November 30, 2003, representing an increase of $48.8 million or 14%. The increase was primarily attributable to internal growth, which contributed approximately $17.8 million; 2004 acquisitions, which increased revenue by $17.2 million; and favorable foreign currency movements, which increased revenue by $13.2 million. Internal growth was driven by increased sales of critical information and decision-support tools in both our Energy and Engineering operating segments, as well as by modest price increases.

Revenue for our Energy segment was $186.4 million for the year ended November 30, 2004 compared to $156.2 million for the year ended November 30, 2003, representing an increase of $30.2 million or 19%. The 2004 revenue increase within our Energy segment included increases in revenue of $14.3 million, $4.2 million, and $11.7 million from our critical information, decision-support tools, and services, respectively. The revenue increases in critical information and decision-support tools stemmed from organic growth, foreign exchange movements and acquisitions. The increase in services revenue primarily resulted from the acquisition of CERA.

Revenue for our Engineering segment was $208.2 million for the year ended November 30, 2004 compared to $189.7 million for the year ended November 30, 2003, representing an increase of $18.5 million or 10%. The 2004 revenue increase within our Engineering segment included increases in revenue of $19.0 million and $2.3 million from our critical information and decision-support tools offerings, respectively, which was partially offset by a $2.8 million reduction in services revenue. The increase in revenue from the sale of critical information was split nearly evenly between organic growth and favorable foreign currency movements . The organic growth was primarily attributable to recent updates to existing products and improved performance of our largest information offering, Specs and Standards. The reduction in services revenue mainly reflects management's decision to exit certain less profitable non-core service offerings.

Cost of Revenue. Cost of revenue was $182.2 million for the year ended November 30, 2004 compared to $160.9 million for the year ended November 30, 2003, representing an increase of $21.3 million or 13%. As a percentage of revenue, cost of revenue declined slightly: 46% in 2004 compared to 47% in 2003. The decrease in cost of revenue as a percent of revenue reflects our ability to leverage the fixed cost component of our cost structure. This decrease was partially offset by the foreign exchange effects on some of our expenses, lower margins in companies we acquired in 2004, and a continued increase in the effective rate of royalty expense.

Deferred subscription costs, which impact cost of revenue, were $25.7 million as of November 30, 2004, compared to $15.2 million as of November 30, 2003, representing an increase of $10.5 million or 69%. This increase was primarily the result of the dissolution of a joint venture with a third party. Upon dissolution, certain subscription contracts were acquired directly by us and the associated deferred revenue and deferred subscription costs were recorded on the balance sheet at the time of the dissolution. The associated deferred subscription costs were $8.2 million as of November 30, 2004. The remaining increase was the result of the 10% increase in revenue during 2004 in our Engineering segment which led to higher deferred subscription costs.

Selling, General and Administrative Expenses. Selling, general, and administrative expenses were $137.8 million for the year ended November 30, 2004 compared to $120.0 million for the year ended November 30, 2003, representing an increase of $17.8 million or 15%. The increase was due in part to an increase in corporate costs of $6.8 million primarily associated with our proposed initial public offering, including costs related to Section 404 of the Sarbanes-Oxley Act. It also reflected an increase in expenses of $5.8 million from our 2004 acquisitions, as well as foreign currency movements of $4.4 million. Despite these increased costs, selling, general, and administrative expenses remained constant as a percentage of revenue as a result of our ability to leverage these costs as we increased revenue and also because the selling, general, and administrative expenses of the companies we acquired in 2004 were less as a percentage of revenue than ours.

Depreciation and Amortization Expenses. Depreciation and amortization expenses were $10.1 million for the year ended November 30, 2004 compared to $8.9 million for the year ended November 30, 2003, representing an increase of $1.2 million or 13%. The increase was primarily attributable to assets acquired as part of our 2004 acquisitions, partially offset by a reduced depreciable asset base which resulted in part from asset impairments.

Compensation Expense Related to Equity Awards. Compensation expense related to equity awards was $21.8 million for the year ended November 30, 2004, reflecting the costs of our offer to purchase outstanding options and shares of capital stock issued pursuant to stock option plans maintained by one of our subsidiaries. We had no compensation expense related to equity awards for the year ended November 30, 2003.

Net Gain on Sales of Assets. Net gain on sales of assets was $5.5 million for the year ended November 30, 2004 compared to $0.2 million for the year ended November 30, 2003, representing an increase of $5.3 million. The gain in 2004 resulted from the sale of corporate assets, the dissolution of a joint venture, and the settlement of a revenue-based earn-out arrangement relating to a non-core business we sold in 2002. The gain in 2003 resulted from the revenue-based earn-out which was settled in 2004. This revenue-based earn-out, which was the consideration we received for the sale of this non-core business in 2002, was to be paid quarterly for four years. Since the earn-out was contingent upon the future profitability of the business, we recognized a gain on the sale when we received the earn-out proceeds.

Impairment of Assets. Impairment of assets was $2.0 million for the year ended November 30, 2004 compared to $0.6 million for the year ended November 30, 2003, representing an increase of $1.4 million. In 2004, we wrote off the value of a decision-support tool that was being developed by our Energy segment. During 2003, we wrote down this decision-support tool.

Net Periodic Pension and Post-retirement Benefits. Net periodic pension and post-retirement benefits income was $5.8 million for the year ended November 30, 2004 compared to $8.6 million for the year ended November 30, 2003, representing a decrease of $2.8 million or 32%. The decrease was primarily due to the increased amortization of actuarial losses resulting from lower than expected asset returns from 2000 to 2002.

Earnings in Unconsolidated Subsidiaries. Earnings in unconsolidated subsidiaries were $0.4 million for the year ended November 30, 2004 compared to $3.2 million for the year ended November 30, 2003, representing a decrease of $2.8 million or 86%. The decrease was principally attributable to the dissolution of a joint venture during early 2004. Prior to its dissolution, the joint venture was accounted for using the equity method.

Net Other Expense (Income). Net other expense was $2.7 million for the year ended November 30, 2004 compared to $1.1 million for the year ended November 30, 2003, representing an increase of $1.6 million. The increase was principally attributable to foreign currency movements and integration costs relating to acquisitions.

Operating Income. Operating income was $49.7 million for the year ended November 30, 2004 compared to $66.3 million for the year ended November 30, 2003, representing a decrease of $16.6 million or 25%. The decrease was primarily attributable to a $21.8 million charge for compensation expense related to equity awards in 2004 and decreases from unfavorable foreign currency movements and acquisitions, as well as a decline in net periodic pension and post-retirement benefits income. These declines were partially offset by $5.5 million gain on net sales of assets, as well as increases in internal growth.

Operating income for our Energy segment was $32.3 million for the year ended November 30, 2004 compared to $29.5 million for the year ended November 30, 2003, representing an increase of $2.8 million or 9%. The increase was attributable to increased sales and acquisitions in 2004 that were partially offset by a $2.0 million asset impairment and higher corporate costs that were allocated to the segment.

Operating income for our Engineering segment was $33.0 million for the year ended November 30, 2004 compared to $28.2 million for the year ended November 30, 2003, representing an increase of $4.8 million or 17%. The increase is primarily comprised of a $5.1 million net gain on sales of assets, as well as an increase in sales. These increases were partially offset by higher corporate costs that were allocated to the segment.

Interest Income. Interest income was $1.1 million for the year ended November 30, 2004 compared to $1.4 million for the year ended November 30, 2003, representing a decrease of $0.3 million or 16%. The decrease was attributable to lower average interest rates.

Interest Expense. Interest expense was $0.5 million for the year ended November 30, 2004 compared to $1.1 million for the year ended November 30, 2003, representing a decrease of $0.6 million or 59%. The decrease was attributable to the fact that we substantially repaid all of our long-term debt during 2003 and had reduced levels of borrowings during 2004.

Provision for Income Taxes. Our effective tax rate was 20.0% and 36.0% in 2004 and 2003, respectively. The decrease in effective tax rate in 2004 was principally due to the recognition of the tax benefit of a dividends-received deduction on dividends from a preferred stock investment. The decrease also reflected the tax benefit resulting from the release of substantially all of the valuation allowance on foreign tax credits primarily related to the extension of the credit carryforward period included in the American Jobs Creation Act of 2004.

Year Ended November 30, 2003 Compared to the Year Ended November 30, 2002

Revenue. Revenue was $345.8 million for the year ended November 30, 2003 compared to $338.9 million for the year ended November 30, 2002, representing an increase of $6.9 million or 2%. The increase was primarily attributable to internal growth, which contributed approximately $3.2 million, and favorable foreign currency movements, which increased revenue by approximately $11.7 million. These increases were partially offset by the loss of revenue related to the 2002 divestiture of certain non-core businesses which had generated revenue of $8.0 million in 2002. The results of these businesses were accounted for within our Engineering segment. See footnote 1 to "Selected Historical Consolidated Financial Data."

Revenue for our Energy segment was $156.2 million for the year ended November 30, 2003 compared to $147.3 million for the year ended November 30, 2002, representing an increase of $8.9 million or 6%. The increase in revenue in 2003 within our Energy segment reflected increases in revenue of $7.2 million, $0.3 million, and $1.4 million from our critical information, decision-support tools, and services offerings, respectively.

Revenue for our Engineering segment was $189.7 million for the year ended November 30, 2003 compared to $191.6 million for the year ended November 30, 2002, representing a decrease of $1.9 million or 1%. The 2003 decline in revenue within our Engineering segment was attributable

to reductions in revenue of $0.6 million and $1.6 million from our critical information and services offerings, respectively. These declines were partially offset by an increase of $0.3 million in revenue from our decision-support tools. These amounts were impacted by the loss of revenue related to the divestitures of the non-core businesses during 2002.

Cost of Revenue. Cost of revenue was $160.9 million for the year ended November 30, 2003 compared to $165.2 million for the year ended November 30, 2002, representing a decrease of $4.3 million or 3%. As a percentage of revenue, cost of revenue decreased from 49% in 2002 to 47% in 2003. This decrease reflects our cost reduction initiatives, which primarily related to headcount reductions, and our ability to leverage the fixed cost component of our cost structure. The decrease was partially offset by the foreign exchange effect on some of our expenses.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $120.0 million for the year ended November 30, 2003 compared to $117.8 million for the year ended November 30, 2002, representing an increase of $2.2 million or 2%. The increase was primarily due to increased expenses resulting from the corresponding increase in revenue, as well as unfavorable foreign currency movements of $5.1 million.

Depreciation and Amortization Expenses. Depreciation and amortization expenses were $8.9 million for the year ended November 30, 2003 compared to $9.4 million for the year ended November 30, 2002, representing a decrease of $0.5 million or 4%. The decrease primarily related to a reduced depreciable asset base. We also decreased our capital expenditure spending in 2003 by expanding our reliance on leasing arrangements.

Net Gain on Sales of Assets. Net gain on sales of assets for the year ended November 30, 2003 was $0.2 million compared to $2.7 million for the year ended November 30, 2002. The gain in 2003 was related to the receipt of a revenue-based earn-out payment. The gain in 2002 related to the sale of non-core businesses.

Impairment of Assets. Impairment of assets was $0.6 million for the year ended November 30, 2003 compared to $8.6 million for the year ended November 30, 2002, representing a decrease of $8.0 million. During 2003, we impaired certain decision-support tools within our Energy segment. During 2002, we impaired buildings held for sale ($4.6 million); miscellaneous balances within our Engineering segment ($1.5 million); decision-support tools within our Energy segment ($0.5 million); and a note receivable relating to a previously divested business ($2.0 million).

Recovery of Investment. There was no recovery of investment for the year ended November 30, 2003 compared to $1.6 million for the year ended November 30, 2002. Our investment in the affiliate was written off in 2001. We sold the investment in 2002 for $1.6 million, which was recorded as a recovery of our investment.

Net Periodic Pension and Post-retirement Benefits. Net periodic pension and post-retirement benefits was $8.6 million during the year ended November 30, 2003 compared to $10.9 million for the year ended November 30, 2002, representing a decrease of $2.3 million or 21%. The decrease was primarily due to the increased amortization of actuarial losses resulting from lower than expected asset returns from 2000 through 2002.

Earnings in Unconsolidated Subsidiaries. Earnings in unconsolidated subsidiaries were $3.2 million for the year ended November 30, 2003 compared to $2.9 million for the year ended November 30, 2002, representing an increase of $0.3 million or 9%. The increase was primarily due to the increased sales and profitability of a joint venture accounted for under the equity method.

Net Other Expense (Income). Net other expense (income) was $1.1 million for the year ended November 2003 compared to $(1.1) million for the year ended November 30, 2002, representing an increase of $2.2 million.

Operating Income. Operating income was $66.3 million for the year ended November 30, 2003 compared to $57.1 million for the year ended November 30, 2002, representing an increase of $9.2 million or 16%. This increase was primarily attributable to revenue growth and a decrease in cost of revenue as a percentage of revenue, which was partially offset by higher selling, general, and administrative expenses.

Operating income for our Energy segment was $29.5 million for the year ended November 30, 2003 compared to $30.5 million for the year ended November 30, 2002, representing a decrease of $1.0 million or 3%. The increase in revenue in this segment was more than offset by corresponding operating expense increases, which were driven by unfavorable foreign currency movements.

Operating income for our Engineering segment was $28.2 million for the year ended November 30, 2003 compared to $22.3 million for the year ended November 30, 2002, representing an increase of $5.9 million or 26%. The increase was primarily attributable to our cost reduction initiatives.

Interest Income. Interest income was $1.4 million for the year ended November 30, 2003 compared to $1.0 million for the year ended November 30, 2002, representing an increase of $0.4 million. The increase was primarily attributable to higher average cash balances.

Interest Expense. Interest expense was $1.1 million for the year ended November 30, 2003 compared to $3.5 million for the year ended November 30, 2002, representing a decrease of $2.4 million. This decrease was primarily attributable to the fact that we paid off substantially all of our long-term debt during 2003.

Provision for Income Taxes. Our effective tax rate was 36.0% and 35.9% in 2003 and 2002, respectively. The modest increase in the effective rate was principally due to the impact of a reduction in foreign tax rate benefits resulting from an increase in repatriation of profits previously permanently reinvested This was partially offset by the recognition of the tax benefit from basis differences on a disposed business.

Quarterly Results of Operations

The following table presents our unaudited quarterly results of operations for the four quarters ended November 30, 2003, and 2004, respectively. You should read the following table in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus. We have prepared the unaudited information on the same basis as our audited consolidated financial statements. This table includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for fair presentation of our financial position and

operating results for the quarters presented. Operating results for any quarter are not necessarily indicative of result for any future quarters or for a full year.

			2003												2004
			February 28			May 31			August 31			November 30			February 29			May 31			August 31			November 30
			(In thousands)
Revenue			$	83,811		$	85,313		$	82,587		$	94,129		$	91,372		$	90,275		$	94,274		$	118,630
Operating expenses:
	Cost of revenue			40,236			40,848			39,150			40,715			42,424			42,293			43,013			58,913
	Selling, general and administrative			30,312			30,617			28,829			30,228			30,993			32,060			34,661			40,107
	Depreciation and amortization			2,154			2,032			2,705			2,052			3,027			2,456			2,164			2,495
	Compensation expense related to equity awards			—			—			—			—			—			—			—			17,368
	Gain on sales of assets, net			(36	)		(83	)		(63	)		(63	)		(4,458	)		(495	)		(82	)		(497	)
	Impairment of assets			—			—			—			567			—			—			—			1,972
	Net periodic pension and post- retirement benefits			(2,139	)		(2,139	)		(2,140	)		(2,140	)		(1,448	)		(1,448	)		(1,448	)		(1,447	)
	Loss (earnings) in unconsolidated subsidiaries			155			(1,222	)		(153	)		(1,976	)		(367	)		(12	)		(15	)		(43	)
	Other expense (income), net			318			92			346			349			2,372			(660	)		(495	)		1,455

		Total operating expenses		71,000			70,145			68,674			69,732			72,543			74,194			77,798			120,323
Operating income				12,811			15,168			13,913			24,397			18,829			16,081			16,476			(1,693	)
	Gain (loss) on sale of investment in affiliate			—			—			—			—			(51	)		404			(18	)		26,266
	Interest income			56			441			84			778			79			234			273			554
	Interest expense			(307	)		(232	)		(263	)		(302	)		(4	)		(133	)		(117	)		(196	)

		Non-operating income (expense), net		(251	)		209			(179	)		476			24			505			138			26,624

Income before income taxes and minority interests				12,560			15,377			13,734			24,873			18,853			16,586			16,614			24,931
Provision for income taxes				(4,739	)		(5,802	)		(4,009	)		(9,385	)		(6,354	)		(4,840	)		(5,719	)		1,518

Income before minority interests				7,821			9,575			9,725			15,488			12,499			11,746			10,895			26,449
Minority interests				10			2			(28	)		(30	)		(4	)		(40	)		(10	)		(221	)

		Net income	$	7,831		$	9,577		$	9,697		$	15,458		$	12,495		$	11,706		$	10,885		$	26,228

Since sales of non-deferred subscriptions occur most frequently in the fourth quarter, we generally recognize a greater percentage of our revenue and income in that quarter.

Fourth quarter 2004 revenue of $118.6 million was also higher than the first three quarters of 2004 as a result of the acquisitions that were completed during the fourth quarter of 2004 (CERA, USA and Intermat). In particular, these acquisitions contributed $11.6 million of revenue in the fourth quarter of 2004. These acquisitions contributed $6.7 million to cost of revenue and $5.2 to selling, general and administrative expense in the fourth quarter of 2004.

Liquidity and Capital Resources

As of November 30, 2004, we had cash and cash equivalents of $124.5 million. The $124.5 million balance as of November 30, 2004 included $94.2 million from the September 2004 sale of an investment in an affiliate. We have also historically generated significant cash flows from operations. As a result of these factors, as well as the cash we receive from this offering and the availability of funds under our credit facility, we believe we will have sufficient cash to meet our working capital and capital expenditure needs.

Our future capital requirements will depend on many factors, including our level of revenue, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the timing of introductions of new products, increased administrative costs of being a public company, changing technology, and the continued market acceptance of our offerings. We could be required, or could elect, to seek additional funding through public or private equity or debt financing for any possible future acquisitions. Additional funds may not be available

on terms acceptable to us or at all. We expect our capital expenditures, excluding potential acquisitions, to be less than $8 million in 2005.

Cash Flow

Net cash provided by operating activities was $67.0 million in 2004, $60.1 million in 2003 and $74.7 million in 2002. The increase from 2003 to 2004 was primarily attributable to higher levels of operating income in 2004 and higher levels of cash flow resulting from changes in working capital. The decrease from 2002 to 2003 was principally due to cash flow changes in working capital and higher levels of tax payments made in 2003.

Net cash provided by investing activities was $34.6 million in 2004. This amount resulted from $104.9 million of proceeds from sales of assets and investment in affiliate and was partially offset by $70.3 million of cash outflows related to our 2004 acquisitions. Net cash used in investing activities was $4.9 million in 2003 and related principally to $4.1 million of capital expenditures. Cash used in investing activities was $2.7 million in 2002 and related to $6.8 million of capital expenditures offset by $4.7 million of proceeds from sales of assets and an investment in an affiliate.

Net cash used in financing activities was $2.0 million in 2004, $44.2 million in 2003 and $71.3 million in 2002. The 2004 uses of cash relates principally to a $1.8 million cash dividend, while substantially all of the amounts used in 2003 and 2002 were used to repay debt.

Credit Facility

On January 7, 2005, we entered into a $125 million unsecured revolving credit agreement, which has a feature allowing us to expand the facility to a maximum of $225 million based on our leverage at the time of the borrowings. We expect origination fees and debt costs to be approximately $0.5 million, which will be amortized over the life of the agreement. The agreement expires in January 2010.

The credit agreement includes various operating and financial covenants. For example, our covenants limit the capitalized lease obligations and borrowings for leasing or purchasing fixed assets that we can have outstanding at a given time to $10 million; limit the unsecured indebtedness we may have outstanding at a given time (other than the indebtedness outstanding under the credit agreement) to $20 million; and prohibit us from acquiring new businesses if the amount available under the credit agreement plus cash and cash equivalents would be less than $15 million after the acquisition. We must also maintain a fixed coverage charge ratio (which is generally defined as the ratio of consolidated EBITDA plus rent expenses to consolidated fixed charges) that exceeds 1.10 to 1.00 and, after the offering, our leverage ratio (which is generally defined as the ratio of all indebtedness to consolidated EBITDA) may not exceed 2.50 to 1.00.

As of January 31, 2005, we were in compliance with all of the covenants in the agreement and had no borrowings outstanding under the agreement. Borrowing capacity under the agreement is limited by outstanding letters of credit, of which we had $1.7 million as of January 31, 2005, which we use to support insurance coverage, leases and certain customer contracts. See note 8 to our consolidated financial statements.

Interest under the agreement is payable periodically and ranges from LIBOR plus 75 basis points to LIBOR plus 160 basis points. The facility fee is payable periodically and ranges from 15 basis points to 25 basis points.

Off-Balance Sheet Transactions

We have no off-balance sheet transactions.

Contractual Obligations and Commercial Commitments

We have various contractual obligations and commercial commitments which are recorded as liabilities in our consolidated financial statements. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities in our consolidated financial statements but are required to be disclosed. The following table summarizes our contractual obligations and commercial commitments at November 30, 2004, and the future periods in which such obligations are expected to be settled in cash:

		Payment due by period
Contractual Obligations and Commercial Commitments		Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
		(in millions)
Operating leases		$	49.4	$	13.9	$	19.3	$	14.8	$	1.4
Post-retirement medical-benefit plan contributions			12.6		0.9		2.1		2.4		7.2
Unconditional purchase obligations			6.4		1.5		3.8		1.1		—

	Total	$	68.4	$	16.3	$	25.2	$	18.3	$	8.6

In addition, we guaranteed minimum royalty payments totaling $5.9 million as of November 30, 2004, substantially all of which expire in 2005. We have not historically had to make payments under these guarantees because royalties paid on sales have exceeded minimum guarantees. Based on the guarantees outstanding as of November 30, 2004, we do not expect to have to make payments under the guarantees during 2005.

We do not expect to contribute to our U.S. pension plan in 2005 since it is currently overfunded. We expect to contribute $0.9 million in 2005 to our U.K. pension plan, which is currently underfunded. See notes 12 and 13 to our consolidated financial statements.

Recent Accounting Pronouncement

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123(R), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

Statement 123(R) permits public companies to adopt its requirements using one of two methods:

1.: A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date.
2.: A "modified retrospective" method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures for either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

We are currently reviewing Statement 123(R) and have not yet decided which alternative we plan to use when we adopt Statement 123(R), for our quarter ending August 31, 2005. As permitted

by Statement 123(R), we currently account for share-based payments to employees using APB Opinion 25's intrinsic value method and, as such, generally recognize no compensation cost for employee stock options. Subsequent to November 30, 2004, we cancelled all of our outstanding options. Consequently, the adoption of Statement 123(R) will impact our results of operations if we grant share-based payments in the future. Had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact under Statement 123(R) as described in the disclosure of pro forma net income and earnings per share in note 1 to our consolidated financial statements.

Qualitative and Quantitative Disclosures about Market Risk

Interest Rate Risk

We may be exposed from time to time to changes in interest rates that may adversely affect our results of operations and financial position. We were not exposed to this interest rate risk at November 30, 2004, since we had no outstanding debt as of that date.

Foreign Currency Risk

Our consolidated financial statements are expressed in U.S. dollars, but a portion of our business is conducted in currencies other than U.S. dollars. Changes in the exchange rates for such currencies into U.S. dollars can affect our revenues, earnings, and the carrying values of our assets and liabilities in our consolidated balance sheet, either positively or negatively. Fluctuations in foreign currency rates increased (decreased) our revenues by $(0.8) million, $11.7 million, and $13.2 million for the years ended November 30, 2002, 2003, and 2004, respectively, and increased (decreased) our operating income by $2.3 million, $(2.7) million, and $(1.4) million for the same respective periods. The translation effects of changes in exchange rates in our consolidated balance sheet are recorded within the cumulative translation adjustment component of our stockholders' equity. In 2004, we recorded cumulative translation gains of $13.3 million, reflecting changes in exchange rates of various currencies compared to the U.S. dollar.

Beginning in January 2005, we implemented a foreign-currency hedging program to reduce our foreign currency exposures. In particular, we have entered into forward contracts for our Energy segment's Swiss-based subsidiary to effectively convert a portion of its accounts receivable denominated in a foreign currency (other than the Swiss franc) to the subsidiary's functional currency. Additionally, we also have entered into forward contracts to effectively convert a portion of its operating income, which are denominated in foreign currencies (other than the Swiss franc), into the subsidiary's functional currency. All of the forward contracts are entered into only with a counterparty that is an investment grade financial institution. At November 30, 2004, we had no such forward contracts in place. We do not utilize financial derivatives for trading or other speculative purposes.

An immediate 10% change in the currencies that we are primarily exposed to would have impacted our 2004 revenue and operating income by $12.0 million and $(2.1) million, respectively, excluding any possible hedges.

BUSINESS

Overview

IHS is one of the leading global providers of critical technical information, decision-support tools, and related services to customers in the energy, defense, aerospace, construction, electronics, and automotive industries. We have developed a comprehensive collection of technical information that is highly relevant to the industries we serve. Our decision-support tools enable our customers to quickly and easily search and analyze this information and integrate it into their work flows. Our operational, research, and strategic advisory services combine this information and these tools with our extensive industry expertise to meet the needs of our customers. Our customers rely on these offerings to facilitate decision making, support key processes, and improve productivity.

Our customers range from governments and large multinational corporations (including approximately one quarter of the Fortune 500 companies) to smaller companies and technical professionals in more than 100 countries. We sell our offerings primarily through subscriptions. As a result of our subscription-based business model and historically high renewal rates, we generate recurring revenue and cash flow. In 2004, we generated revenue of $395 million, net income of $61 million, and operating cash flows of $67 million. IHS has been in business for more than 45 years and employs more than 2,300 people around the world. We manage our business through our Energy and Engineering operating segments.

Our Energy segment develops and delivers critical oil and gas industry data on exploration, development, production, and transportation activities to major global energy producers and oil companies. We also provide decision-support tools and operational, research, and strategic advisory services to these customers, as well as to utilities and transportation, petrochemical, coal, and power companies. For example, major global oil companies use our offerings to support a broad range of decision-making processes that identify attractive exploration investments, assess the likelihood of successful oil production projects, and develop detailed planning scenarios. In 2004, our Energy segment generated revenue of $186 million.

Our Engineering segment provides solutions incorporating technical specifications and standards, regulations, parts data, design guides, and other information to customers in its targeted industries. We serve some of the largest engineering-intensive companies around the world in the defense, aerospace, construction, electronics, and automotive industries. For example, we provide one of the world's largest aerospace companies with desktop access to industry specifications and standards; parts, logistics, and procurement data; engineering methods; and related analytical tools. In 2004, our Engineering segment generated revenue of $208 million.

Our History

IHS has been a trusted name in the business of managing technical information since 1959. Over the years, we have expanded our offerings from a catalog database for aerospace engineers to become one of the leading providers of critical technical information, decision-support tools, and related services in the energy, defense, aerospace, construction, electronics, and automotive industries. In the late 1990s, we acquired several established energy information providers that we organized into our Energy segment. The businesses that now comprise this operating segment have accumulated and developed well production and geological information from industry and government sources dating back to the 1800s. With the evolution of new technologies, we transitioned our delivery methods from microfilm to the Internet and other electronic media. As our offerings have developed over the years, we have remained committed to providing our customers with solutions that facilitate decision making, support key processes, and improve productivity.

In November 2004, TBG completed a reorganization, which resulted in our current ownership structure. See "Prospectus Summary—Ownership Structure" for an illustration of our ownership structure following this offering. Prior to these transactions, all of our common stock was owned by

Holland America Investment Corporation (HAIC U.S.), an indirect wholly-owned subsidiary of TBG. In the reorganization, HAIC U.S. contributed substantially all of its assets to us in exchange for our new common stock and subsequently liquidated and distributed this common stock to the selling stockholders. In connection with these transactions and in contemplation of this offering, our capitalization was changed to authorize 80,000,000 shares of Class A common stock, 13,750,000 shares of Class B common stock and 1,000 shares of Class C common stock. See Note 19 to our consolidated financial statements. The Class C common stock will no longer be authorized after this offering.

Our Competitive Strengths

We believe we are a leader in the markets we serve as a result of the following competitive strengths.

Comprehensive collection of critical information. We have developed a comprehensive collection of current and historical technical information that is highly relevant to the industries we serve. We believe that this collection would be very difficult to replicate because it has been developed and maintained over several decades. We gather the information primarily through longstanding relationships with a variety of global sources — including hundreds of Standards Development Organizations (SDOs) and government agencies and thousands of manufacturers — and combine it with our proprietary content, our extensive industry insight, and our analysis to create what we believe is the largest collection of this type of information in the world.

Deep expertise. We develop and utilize sophisticated processes and technologies for gathering, updating, indexing and delivering our critical information. Our hundreds of information services experts analyze, integrate, and maintain this information. We also employ specialized professionals with extensive experience in our target industries to better understand the needs of our customers and to design tools and related services that address their needs.

Trusted business partner. The combination of our critical information and industry expertise has resulted in our becoming a longstanding and trusted business partner to our customers. Our brands maintain a strong reputation globally for providing accurate and timely technical information. Many of our customers rely on us as a single source provider of this information which, together with our decision-support tools and related services, supports their key operations and processes, facilitates strategy and decision making, and drives growth and productivity.

Diversified and global customer base. We serve some of the world's largest corporations across multiple industries in more than 100 countries, as well as governments and other organizations. We generated revenue of $197.6 million outside the United States in 2004, which represented approximately 50% of our total revenue. In addition, in 2004 our largest customer generated less than 4% of our total revenue, and no other customer generated more than 2% of our total revenue. We believe that our diversified and global customer base reduces the impact on our operating results of industry downturns and localized economic conditions.

Subscription-based model with high renewal rates. We sell our offerings primarily through subscriptions. As a result of our subscription-based model and historically high renewal rates, we generate recurring revenue and cash flows. We believe that our high renewal rates demonstrate that our customers rely on us for high-quality solutions that they consider critical to their business.

Experienced management team. Our management team includes information services veterans and experienced industry executives. We benefit from their thorough understanding of the information services business and deep knowledge of our target industries. In addition, our management team has extensive relationships with content providers and existing and potential customers.

Our Growth Strategy

Enhance our critical information. We intend to continue to augment our comprehensive collection of critical information by enhancing our data aggregation tools and processes and by further strengthening our relationships and alliances with content providers. We also plan to continue to selectively acquire databases and information services organizations in our target industries.

Further embed our offerings in customer processes. We will continue to work closely with our customers to more deeply embed our offerings into their workflows and business processes. We believe we can achieve this by developing new tools and services and by selectively acquiring complementary technologies and businesses that enhance our offerings. We intend to use these enhanced offerings to appeal to new customers and further penetrate our existing global customer base.

Further penetrate targeted industries. We believe we have a unique ability to develop decision- support tools and related services based on our critical information in the industries we target. This ability is demonstrated by our deep penetration of, and comprehensive offerings for, the oil and gas industry. We intend to further penetrate selected information-intensive industries where we already have significant presence, such as defense, aerospace, construction, and electronics, through internal growth and selective acquisitions.

Expand geographic reach. We are expanding our sales and marketing efforts in emerging markets, particularly in Asia. China, Russia, and India represent significant opportunities for us as the information-intensive industries we serve have grown rapidly in these countries over the past few years. We intend to broaden our reach in these markets by tailoring our offerings with specialized local content and deploying knowledgeable sales representatives and dealers.

Leverage operating model. We derive most of our revenue from annual subscription fees, while a large portion of our costs are fixed. As a result, we believe we can improve our operating margins as we further penetrate our existing customer base and add new customers. We intend to capitalize on this model by optimizing our operational efficiencies with more standardized processes and by leveraging our infrastructure and technologies across our business.

Our Energy Segment

Our Energy segment is one of the leading global providers of critical technical information, decision-support tools, and related services for the energy industry. We develop and deliver critical oil and gas industry data on exploration, development, production, and transportation activities to major global energy producers, national and independent oil companies, and financial institutions. We also provide operational, research, and strategic advisory services to these customers and to utilities and transportation, petrochemical, coal, and power companies.

For more than four decades, we have provided comprehensive decision-critical information to energy organizations around the world. We complement this information with economic, political, fiscal, and regulatory analysis, as well as operational, research, and strategic advisory services. By integrating our offerings, we help energy organizations analyze their operations and make better use of critical information, which we believe enhances their ability to effectively evaluate investment opportunities, reduce operating costs, and increase their productivity.

We monitor exploration and production activity in more than 180 countries through our global network of industry sources. These sources provide us with detailed technical and economic

information on oil and gas producing assets, countries, and regions. As a result, our information offerings are enhanced with informed assessments about operating and economic matters around the world. We combine these global information-gathering activities with our industry expertise to provide the following offerings.

Energy Segment Offerings

Critical Information

We provide comprehensive global exploration, development, and production data, industry activity, fiscal, legal, infrastructure, leasehold, and reservoir information, and related news, reports, and maps. We gather this information from government agencies, energy producers, and other industry sources and process it rigorously by testing its accuracy, cross-referencing it against numerous sources, verifying surface and subsurface attributes, and standardizing and creating common industry codes.

We offer this information in a timely and user-friendly manner through online and other electronic subscriptions, including via CD-ROM. Depending on the terms of a customer's subscription, the information is available on our servers and can be accessed online, installed on the customer's network for local access, or reproduced on disks for physical distribution. Customers can access the information through software platforms and underlying database structures that allow quick local or online access to our information. Our primary information categories are described below.

Energy activity data. Our energy activity data includes comprehensive and timely information, organized by country, on current and future seismic, drilling, and development activities. This data also includes detailed reports on contractual activity and changes in legislation, regulation, petroleum rights, and fiscal matters. Our customers use this data daily to track global energy activities, actively assess and mitigate potential risks to energy assets and operations, react to competitive industry pressures, and capitalize on developing opportunities. This data includes continually updated online information on energy activities in more than 180 countries and 335 hydrocarbon-producing regions around the world; daily breaking energy news alerts; and country and region maps detailing wells, fields, licenses, pipelines, facilities, and other pertinent geological data.

Production data. Our production data tracks information on more than 90% of the world's oil and gas production, including monthly production volumes for wells and fields in more than 100 countries. This data includes cumulative statistics on monthly oil and gas production volumes for more than two million oil assets and more than 70,000 producing fields globally. It is used by reservoir engineers and commercial analysts to assess the productivity and longevity of energy producing assets, determine the current and future value of these assets, and develop and assess investment and operating plans.

Oil and gas well data. Our oil and gas well data includes as many as 20,000 elements, narrative comments, and other information from as far back as the mid-1800s on over four million wells around the world. This data includes comprehensive geological information on current and historic wells, including lease, operator, field, reservoir, fluid, linking well, permit, drilling activity, completion record, and other data, as well as digital geologic and reservoir images representing billions of feet of subsurface measurements. Geoscientists, petrophysicists, and reservoir engineers use this data to evaluate the production potential and economic value of current and future exploration and production wells.

Reservoir data. Our reservoir data includes reservoir pressure and geological formation data for assets in key energy producing regions of the world. Geoscientists and engineers use this data to analyze reservoir potential and identify geological pressure hazards to optimize drilling activities by maximizing yields and reducing downtime.

Basin data. Our basin data includes information on more than 30,000 hydrocarbon basins around the world. It also includes location, development, contractual, and ownership information, as well as comprehensive geological data on each basin. This data is developed and maintained by industry experts and used by exploration geologists to evaluate hydrocarbon potential, analyze production opportunities, and assess the feasibility of drilling opportunities.

Infrastructure data. Our infrastructure data provides location, capacity, and ownership information on oil and gas wells and facilities. It also includes transportation and refining infrastructure data on pipelines, ports, refineries, capacity specifications, and tariffs and rates, including information on major industrial plants and key retail consumers. Customers use this data to evaluate transportation options and to analyze oil field and infrastructure projects.

Upstream data. Our upstream data contains legal, regulatory, economic, contractual, political, and risk information relating to upstream energy exploration and production activities in more than 100 countries. It is used by commercial analysts, economists, corporate planners, and lawyers to better understand investment environments and assess risk.

Decision-Support Tools

We integrate critical energy information with technology and applications to meet the needs of a range of users across the energy industry. These tools enable our customers to integrate our information and their proprietary information within their workflows and business processes. Our decision-support tools range from easy-to-use "browse and search" applications, which are interfaces that allow customers to browse through all available information and search terms to locate specific information, to more sophisticated analytic systems. The underlying information could consist of a single database or multiple collections of information, depending on the subscription selected by the customer. In our more advanced decision-support tools, we strive to maintain a simple interface on the user's computer, but we design them to draw upon multiple sources of information and manipulate and organize the information into models, estimates, and other highly organized output. These sophisticated engineering, cost analysis, and economics tools can help a customer estimate drilling costs, assess project economics, optimize exploration and production activities, and improve production yields. Our primary decision-support tools are described below.

Exploration analysis. We integrate production, well, and reservoir information to enable geoscientists to search for and analyze oil and gas opportunities around the world. These tools provide surface and subsurface information, analysis, and graphical interfaces to facilitate geoscience workflows.

Production engineering. We integrate current and historical production information with performance analysis software. Energy engineers use these tools to optimize their well and field production systems by monitoring oil and gas production, modeling well performance, and performing production gradient and flow assurance calculations.

Cost analysis. We produce detailed capital and operating cost estimates for planning activities and project optimization. Our customers use these tools to analyze the economic feasibility of competing projects, significantly reduce cycle times in engineering work flows, and ultimately reduce costs.

Economics. We evaluate the after-tax economics of projects, fields, licenses, and country and company portfolios based on more than 200 pre-modeled fiscal regimes and our other critical information. Investors, commercial analysts, corporate planners, and engineers use these tools to evaluate a variety of economic factors, such as reservoir and reserve performance, estimated ultimate recovery, and projected cash flows to make rapid and informed acquisition, divestiture, and operations decisions.

Services

Our operational, research, and strategic advisory services combine our critical information and decision-support tools with our extensive industry expertise to meet the needs of our customers.

Operational Services. We offer our customers access to our expertise in subsurface analysis, engineering, economics, fiscal, and regulatory matters and asset optimization through several services, including the following:

•: Regulatory compliance services. These services assist our customers in designing their procedures to achieve and maintain local legal and regulatory compliance. We support customers in more than 70 jurisdictions around the world using on-site specialists and local partners and our integrated fiscal and regulatory databases.
•: Oil and gas asset optimization and management services. These services provide comprehensive support to exploration and production organizations to improve the efficiency, productivity, and long-term profitability of their operations. We use our global cost and economic databases, specialized decision-support tools, and operations expertise to assist customers with asset management activities. These activities range from efficient lifecycle planning and automated monitoring of marginal fields to detailed operational analysis, assessment, and identification of efficiencies in individuals asset operations.
•: New venture assessment services. These services assist customers in identifying investments that complement their strategic goals. These services include detailed evaluations of production assets, as well as comprehensive transaction support services such as due diligence and negotiation support.

Research. Through our research offerings, we provide customers with insight and analysis into challenges facing the energy industry, including economic, geopolitical, financial, technological, regulatory, environmental, and managerial matters. Our research helps customers anticipate trends in the industry in order to make informed strategic, investment, and market decisions. For example, financial institutions use CERA research and analysis to make informed decisions about energy investments and markets. We syndicate our research through our well known and respected CERA brand and offer more than 30 syndicated research services, each focusing on different combinations of segments and regions in the energy industry. Recent research offerings include Global LNG: The New Wave; Petroleum Products Markets to 2020; and Global Scenarios for the Future of the World Oil Industry.

We also develop and organize executive research summits where high level industry, financial, and governmental decision makers interact with our senior research experts and discuss energy industry trends and market dynamics. These events provide a significant opportunity for our experts and customers to exchange knowledge and ideas. We conduct more than 75 events each year, including our premier event, CERAWEEK. CERAWEEK is an annual executive conference that has been addressing challenges facing international energy markets and companies for nearly 25 years. By attracting more than 1,600 of the energy industry's leading executives and companies annually, it is widely considered to be the most important meeting of its kind.

Strategic Advisory Services. We assist customers in assessing their strategic options by providing the critical information and analytical insights required for sound decision making. Our services focus on a range of key issues, such as global oil and gas planning, exploration and production issues, alternative business line assessments, scenario planning and facilitation, market analysis, and corporate facilitation. For example, we recently completed a country-wide gas planning project in China and an oil and gas regulation project in Kuwait. We provide these services primarily through our CERA brand.

CERA is led by its chairman and co-founder, Dr. Daniel Yergin, who is a member of the U.S. Secretary of Energy's Advisory Board and the National Petroleum Council, a member of the Board

of Trustees of the Brookings Institution, and a director of the United States Energy Association. Dr. Yergin is also author of the Pulitzer Prize-winning book entitled The Prize: The Epic Quest for Oil, Money and Power.

Our Engineering Segment

Our Engineering segment is one of the leading global providers of critical technical information, decision-support tools, and related services to the information-intensive industries we target. We have developed and deliver comprehensive collections of decision-critical information to major organizations primarily in the defense, aerospace, construction, electronics, automotive, and petrochemicals industries.

We work with our customers to identify their critical information requirements for a wide range of engineering processes including: research and development; design, testing and validation; procurement; manufacturing; maintenance and repair; overhaul; and disposition. We provide the critical information required to support these processes, including technical specifications and standards, regulations, design guidelines, and parts and manufacturer information. We also have expertise in developing decision-support tools that enhance the accessibility and usability of this information. We offer targeted advisory services that are designed to maximize the utilization and integration of our information within our customers' business processes. Through these integrated offerings we have become a critical business partner to our customers, which we believe assists them in maintaining technical compliance, reducing operating costs, and improving productivity.

Engineering Segment Offerings

Critical Information

We provide a comprehensive collection of current and historical technical information that is highly relevant to customers in the industries we serve. We continually augment, organize, and refine this information for breadth, depth, usability, and accuracy in order to deliver it according to industry requirements and customer needs. This information is gathered from various sources, including through our longstanding relationships with government agencies, more than 15,000 manufacturers, and more than 370 SDOs around the world.

Our SDO relationships are critical to our business. SDOs generally consist of manufacturer, service provider, and laboratory representatives who establish compliance guidelines, or specifications and standards, for an industry. Nearly all engineering work is governed by a wide array of specifications and standards that are designed to ensure that products and component parts conform to generally accepted design practices, performance criteria, and quality, safety and reliability standards. We enter into licensing agreements with SDOs, including the SDOs that publish the most commonly used specifications and standards, to distribute this information to customers. We believe that the content licensed to us cannot be obtained from alternate sources on favorable terms, if at all.

We supplement this SDO information with complementary content, including government and military specifications and standards; regulations; manufacturer and parts data; and logistics and procurement data. We use a number of methods, including proprietary technologies, to gather, update, organize, and index the information. These processes, along with our research and industry expertise, allow us to create unique packages of content to meet the specific business needs of our customers.

structures that allow quick local or online access to our information. Our primary information offerings are described below.

Specifications and standards data. Engineering teams may need to reference anywhere from a half dozen to several hundred applicable standards and specifications, depending on the complexity of a project. We provide engineering organizations worldwide with single-source access to these specifications and standards so they can control costs, improve decision speed and effectiveness, and reduce design times. Our largest information offering, Specs & Standards, provides searchable documents and scanned document images containing commonly used and hard to find specifications and standards. Our online database contains over a million documents and images covering national, international, corporate, military, and other specifications and standards that we organize into more than 700 discrete data sets. For example, our military specifications and standards data set contains what we believe is the world's largest collection of unclassified U.S. military specifications and standards, with over 82,000 active and 387,000 historical military documents. We also offer customers access to our Standards Store where they can search for and purchase individual documents from our database.

Regulations data. Numerous regulations around the world impact engineering processes, product design and quality, resource deployment, and compliance matters. We provide access to critical regulations for our targeted industries, such as aviation, construction, and petrochemicals. For example, our AV-DATA® database contains over a million pages of essential aviation regulations and related documents relating to the airworthiness, regulatory compliance, and safety of aircraft. This internet-based database provides a wide range of information from U.S. and international aviation regulatory agencies. We also track regulations that affect multiple industries, such as occupational health and safety regulations. Our regulations data can be integrated with Specs & Standards to provide customers with a broader range of compliance information.

Parts data. We have developed a comprehensive database of parts data from a broad range of industry and government sources. This database includes: descriptive data, which specifies part dimensions, materials, performance criteria, and configuration features; manufacturer data, which identifies suppliers of parts and materials; and logistics data, which includes parts availability, location, pricing, use, and alternate source information.

Manufacturers' product data. We collect and maintain a broad set of manufacturers' catalogs. These online documents include manufacturers' product information, such as brand names and model numbers. This data can be cross-referenced against other information offerings.

Engineering methods data. We have developed a comprehensive proprietary database of engineering processes, principles, and related equations. The database covers more than 250 specific structural and mechanical topics, including noise and vibration, stress and fatigue, metals and composites, structure, and dynamics.

Decision-Support Tools

We integrate our technical information into proprietary technology and applications to meet the needs of our customers. These decision-support tools enable our customers to embed our information offerings within their engineering workflows and business processes. These tools vary from easy-to-use "browse and search" applications, which are interfaces that allow customers to browse through all available information and search terms to locate specific information, to more sophisticated logistics and procurement systems. The underlying information could consist of a single database or multiple collections of information, depending on the subscription selected by the customer. In our more advanced decision-support tools, we strive to maintain a simple interface on the user's computer, but we design them to draw upon multiple sources of information and manipulate and organize the information into systems for processing and organizing vast amounts

of information. Our sophisticated design, maintenance, and repair tools, are designed to improve the efficiency and cost effectiveness of our customers' operations. These tools include:

Procurement, maintenance, and logistics. HAYSTACK® is our industry-leading procurement, maintenance, and logistics tool which is primarily used by government agencies and contractors. This proprietary decision-support tool leverages our comprehensive parts databases to facilitate logistics, procurement, maintenance, and obsolescence decisions to assist customers reduce downtime and costs. For example, the U.S. Department of Defense relies on HAYSTACK® to quickly and efficiently procure new and replacement parts for aircraft and other equipment used in military operations. Aerospace companies use HAYSTACK® throughout their design, production, and maintenance processes to optimize parts utilization, avoid obsolescence, and ultimately minimize logistics costs. Aerospace companies also use this data to ensure that they receive competitive prices for their parts.

Parts cleansing. Our proprietary parts cleansing tool is STRUXURE®, which assists customers in "cleansing" their parts inventories by eliminating redundancies, standardizing terminology, and efficiently organizing their information. Clean inventory information enables customers to make better inventory management and facility utilization decisions. This tool uses a proprietary parts taxonomy and is particularly useful in facility-intensive manufacturing industries, such as aerospace and aviation, automotive, and electronics.

Engineering methods. ESDU® is our proprietary collection of decision-support tools that leverage our engineering methods database. ESDU® helps customers reduce their research and development cycles by integrating proven mathematical formulae, engineering equations, and analyses into their existing applications and processes. For example, aviation companies are able to substantially reduce design times for component parts by using ESDU® to apply fundamental engineering principles, such as aerodynamics, metallurgy, and structural integrity principles.

Services

Our services are based upon and utilize our expertise in managing information and developing information-based solutions. We primarily focus on improving the productivity of maintenance, repair, and operations (MRO) and supply chain processes, primarily in the defense, aerospace, automotive, petrochemical and utilities, and electronics industries. Customers use our services to assist them with a number of critical issues, including:

•: resolving information management issues;
•: providing long- or short-term support to an information-based activity or project; and
•: enhancing capabilities with our expertise and analysis.

We believe our services help customers achieve additional significant benefits, including faster decision making across the enterprise, increased productivity, and reduced time to market. In many cases, our services customers already rely upon our information offerings to perform critical functions within their organizations. Our primary services offerings include the following:

Parts Management. A growing and long-term challenge for many of our customers is managing parts databases and processes for design, part selection, inventory control, and managing and predicting obsolescence. To address these issues, we integrate our extensive parts databases with other relevant data and offer parts services. These services optimize selecting of parts for an engineering task, stocking the appropriate parts to support maintenance and repair, improving lifecycle management, creating the appropriate bill of materials in support of job planning, managing parts for re-use, and predicting obsolescence. Parts projects are typically focused on selection and obsolescence.

•: Part Selection. We assist engineers in selecting parts for new designs, redesign, and form-fit-function requirements. This service integrates our authoritative reference parts content and data resident in our decision-support tools with customer information such as part data, bills of materials, supplier preferences, cost information, inventory, and customer systems. We provide guided navigation to increase efficiency in using information, promote greater speed in locating appropriate parts, encourage reuse of parts, and ensure the appropriate life expectancy of parts.
•: Part Obsolescence. When equipment outlasts its component parts, organizations are faced with increased maintenance costs, expensive product reconfigurations, and lost opportunities caused by pulling the equipment out of service, all leading to an unacceptably high cost of ownership. This offering assists engineers in identifying parts with risk of obsolescence before they impair their ability to deliver products or services. This helps our customers ensure that both new designs and existing products do not contain parts that are at risk of obsolescence. To effectively manage this problem, we use a combination of data, proprietary analytical decision-support tools, and portal technologies to provide insight into this complex and rapidly growing problem.

Content Systems Enhancement. We build and enhance information systems such as portals and intranets that enable the seamless integration of our information with customer and third-party information. To accomplish this we employ a variety of technologies, mostly web-based interfaces (known as "application program interfaces" or "APIs") that allow customer systems to directly communicate with and make use of our content. We also provide more complex services that build customized systems for our customers. These services help customers maximize the accuracy, accessibility, and usage of technical content as well as improve the overall efficiency of their operational systems and organizations.

Product Development and Technology

Our product development efforts and use of technology focus on the collection, management, and delivery of critical information to our customers through our offerings. We manage our comprehensive collection of critical technical information through what we refer to as our "metabase." The critical information itself is stored in a network of information repositories, many of which are linked directly to our metabase. The development, management, and expansion of our metabase and information repositories are central to our product development efforts. We continuously update and enhance our metabase and repositories through proprietary methods and the use of technology encompassing the following steps:

•: we gather content from thousands of sources around the world;
•: we categorize this content and route it to our technology and industry experts through proprietary workflows and rules-driven technologies;
•: our industry experts authenticate the content based on criteria specific to a given industry or data type (e.g., a technical standard or well log data) and apply their expertise to create additional critical information;
•: we translate this critical information into useable formats;
•: our proprietary technology and processes evaluate this critical information for relevant data points, tag it for a broad range of attributes, and index it for ease of retrieval;
•: if the content is licensed from a third party, it undergoes a proprietary marking process to ensure compliance with applicable license agreements; and
•: the new critical information is added to our repositories and all of the tags, indexing, and other content generated by our experts and technology are integrated into our metabase.

Our metabase and other information management tools allow content to be identified by a variety of search and cross-reference methods. We use proprietary and non-proprietary technologies that index critical information in a variety of ways, such as broad field categories, document type, document title, and industry segment. We employ robust, redundant storage technology to ensure that our critical information is highly available. Our processes allow for updating as soon as new and relevant information becomes available.

Our product development teams create customer solutions by integrating our critical information with proprietary and widely used decision-support technology. These teams also develop the user interfaces and search capabilities that our customers employ when using our offerings. Our offerings are designed and developed by cross-functional teams that include sales and marketing, product development, and customer support personnel as well as, in some cases, the customers themselves. Customer feedback is shared with these teams so that decision-support tools can be enhanced to address changing customer requirements.

Our product development teams have also created proprietary web services and application interfaces that enhance access to our critical information. These services enable our customers to integrate our critical information with other data, business processes, and applications (e.g., computer-aided design, enterprise resource planning, supply chain management, and product data/lifecycle management).

We use a series of digital rights management ("DRM") methods and technologies to preserve our intellectual property rights and the intellectual property rights of third-party licensors. These methods and technologies (for certain of which we have patent applications pending) involve applying and tracking the license rights granted to a given customer, while simultaneously assuring that critical information outside of a customer's licensed rights is not accessible. They also permit customers to download files or produce hard copies that are "watermarked" with license information and security codes designed to discourage unauthorized distribution of the content.

Our metabase is driven by industry standard relational database technologies such as Oracle. In addition, we have standardized hardware, decision-support tools, and application platforms from companies including Sun Microsystems, Inc., Microsoft Corporation, Endeca Technologies Inc., and Hewlett-Packard Company. We also have proprietary technology to support our metabase, information repositories, and offerings.

As a global company, we seek cost-efficient and technologically advanced locations for our data centers, data entry, quality assurance, and development functions. These functions are currently performed at various locations including Colorado, Texas, Switzerland, and Malaysia. We expect to add locations in India later in 2005.

Customers

We have a diverse customer base that includes many of the largest companies in the industries we serve. Our customers range from governments and large multinational corporations (including approximately one quarter of the Fortune 500 companies) to smaller companies and technical professionals. In 2004, our largest customer generated less than 4% of our total revenue and no other customer generated more than 2% of our total revenue. In addition, in 2004, we had 50 customers who generated $1 million or more of revenue.

Sales and Marketing

We have approximately 200 employees who focus on our sales and marketing efforts, approximately half of which comprise our direct sales force. We maintain sales offices in 17 countries and serve customers in more than 100 countries.

Our sales force is organized in teams focused on particular industry verticals. Each team is comprised of one or more relationship managers and product experts. The relationship managers serve as the primary sales interface with the customer. As part of the annual renewal process, they are responsible for reviewing offerings purchased by existing customers, as well as seeking opportunities to expand the offerings purchased by these customers. To expand customer penetration, the relationship manager utilizes all the expert resources resident within our organization. For smaller customers, we use a telesales team that is responsible for selling and renewal efforts. We compensate our sales teams primarily based on revenue generation and renewal rates.

New customer acquisition is largely conducted by our dedicated new business team. This team systematically identifies potential new customer opportunities and a sales approach for larger new business opportunities. Our telesales team also pursues smaller new customer opportunities.

We use an extensive dealer network to reach customers in locations where it is not cost-effective to use our sales teams or maintain a sales office. We supplement all of our sales efforts with our web store, which enables customers to purchase offerings online.

We review, on an annual basis, our go-to-market sales strategy. We do this to optimize the allocation of our sales resources across our customer segments, to capture the most attractive new business opportunities, and to further penetrate our existing customer base.

Our marketing teams are primarily responsible for ensuring that our offerings are meeting the needs of our customers. These teams conduct ongoing market research to understand changing needs within our targeted industries. They analyze industry investment patterns and work with our product development teams to ensure that we are aggregating critical information and creating decision-support tools that are relevant to our customers. These teams also study industries we do not currently target to determine if there are potential users that could benefit from our offerings.

Our marketing teams are also responsible for analyzing the offerings of our competitors to ensure that we remain competitive. Our marketing teams support our sales teams by creating advertising programs, conducting seminars (including online seminars) and developing campaigns promoting our offerings.

Customer Support

Our customer support program includes customer service and customer training:

•: Customer Service: We maintain call centers in multiple locations around the world that are available to our customers 24 hours a day, 7 days a week. For larger customers, we assign specific call center representatives to respond to all in-bound calls from that customer.
•: Customer Training: We offer customer training on how to best use our critical information and decision-support tools. Training can be delivered on-site for our customers or through our IHS University eLearning Solutions. Our training services provide instruction across a customer's organization and track a participant's progress. Many of our training services are purchased as part of an annual subscription for our critical information and decision-support tools. Training services may also be purchased on a one-time basis, often associated with first time purchases of our offerings.

Our customer service and customer training teams work with each other and with the sales teams representing our customers. This enables our customers to work with the same team of IHS employees for all their needs, which we believe results in greater customer satisfaction and stronger customer relationships.

We are proactive in managing ongoing customer needs by maintaining a key issues database that identifies patterns of customer service and support needs. This database is shared with product managers who, where appropriate, implement product improvements.

We employ annual customer satisfaction surveys to refine and enhance the quality and responsiveness of our service. We believe that the continuous contact between sales people and our customers through sales visits, consultations, briefings, and conferences also provides valuable feedback that is critical to developing and improving our offerings.

Competition

We believe the principal competitive factors in our business include the depth, breadth, timeliness, and accuracy of information provided, quality of decision-support tools and services, ease of use, customer support, and price. We believe that we compete favorably on each of these factors. Although we do not believe that we have a direct competitor across all of the offerings we provide, we do face competition in specific industries and with respect to specific offerings.

In our Energy segment, our U.S. well and production data offerings compete with offerings from P2 Energy Solutions, Inc., and DrillingInfo, Inc., in addition to smaller companies. Certain of our Energy segment's other offerings compete with products from Wood Mackenzie Ltd., Divestco Inc. and Geologic Data Systems, Inc., in addition to other specialized companies. Our Energy segment's advisory services compete with Global Decisions Group LLC and NV KEMA, in addition to other smaller consulting companies.

Our Engineering segment competes against a fragmented set of companies. In our specifications and standards business, we compete with some of the SDOs, Thomson's Techstreet™, United Business Media plc, and ILI Infodisk, Inc. Our Engineering segment's operational services and parts data offerings compete with i2 Technologies, Inc. and Thomas Publishing.

Intellectual Property

We rely heavily on intellectual property, including the intellectual property we own and license. We regard our trademarks, copyrights, licenses, and other intellectual property as valuable assets and use intellectual property laws, as well as license and confidentiality agreements with our employees, dealers, and others, to protect our rights. In addition, we exercise reasonable measures to protect our intellectual property rights and enforce these rights when we become aware of any potential or actual violation or misuse.

Intellectual property licensed from third parties, including SDOs, is a vital component of our offerings and, in many cases, cannot be independently replaced or recreated by us or others. We have longstanding relationships with the SDOs, government agencies, and manufacturers from whom we license information. Almost all of the licenses that we rely upon are nonexclusive and expire within one to two years unless renewed.

We maintain more than 85 registered trademarks which we will need to renew at various times within the next ten years. In addition, we have applied for patents in the United States relating to digital rights management, remote access printing, and print on demand.

Employees

As of January 31, 2005, we had more than 2,300 employees, of which approximately 1,300 are located in the United States and 1,000 are located abroad. None of our employees are represented by a collective bargaining agreement and we consider our employee relations to be good.

Facilities

We own two office buildings in Englewood, Colorado, which comprise our headquarters, and other office buildings in London and Tetbury, England, Geneva, Switzerland and Johannesburg, South Africa. We lease space for a total of offices in countries, including offices in

Cambridge, Massachusetts; Houston, Texas; Oklahoma City, Oklahoma; Calgary, Alberta; Geneva, Switzerland; Virginia Beach, Virginia; Paris, France; New York, New York; Beijing, China; and two locations in the United Kingdom. We believe that our properties, taken as a whole, are in good operating condition and are suitable and adequate for our current business operations, and that additional or alternative space will be available on commercially reasonable terms for future use and expansion.

Our ownership and operation of real property and our operation of our business is subject to various foreign, federal, state, and local environmental protection and health and safety laws and regulations. Some environmental laws hold current and previous owners and operators of businesses and real property liable for contamination on owned or operated property and on properties at which they disposed of hazardous waste, even if they did not know of and were not responsible for the contamination, and for claims for property damage or personal injury associated with the exposure to or the release of hazardous or toxic substances. We have not incurred and do not currently anticipate incurring any material liabilities in connection with such environmental laws.

Legal Proceedings

We are not party to any material litigation and are not aware of any pending or threatened litigation that could have a material adverse effect upon our business, operating results, or financial condition.

MANAGEMENT

Executive Officers and Directors

Set forth below is information concerning our executive officers and directors as of February 1, 2005.

Name	Age	Position
Charles A. Picasso	63	President and Chief Executive Officer, Director
Jerre L. Stead	62	Chairman of the Board
Michael J. Sullivan	40	Senior Vice President and Chief Financial Officer
Jeffrey Tarr	42	President and Chief Operating Officer, Engineering
Ron Mobed	45	President and Chief Operating Officer, Energy
Stephen Green	52	Senior Vice President and General Counsel
H. John Oechsle	42	Senior Vice President and Chief Information Officer
Jeffrey Sisson	48	Senior Vice President, Global Human Resources
Matt Levin	31	Senior Vice President, Corporate Development and Strategic Planning
Jane Okun	42	Senior Vice President, Investor Relations and Corporate Communications
C. Michael Armstrong	66	Director
Roger Holtback	59	Director
Balakrishnan S. Iyer	48	Director
Michael Klein	41	Director
Richard W. Roedel	55	Director
Michael v. Staudt	56	Director

Executive officers are appointed by our board of directors. A brief biography of each executive officer and director follows.

Executive officers

Charles A. Picasso has served as President and Chief Executive Officer and a member of our board of directors since October 2004. Prior to his appointment as President and CEO of IHS, Mr. Picasso served as President and Chief Operating Officer of our Engineering segment, since September 2003. Prior to that, from December 2002 to September 2003, Mr. Picasso served as Executive Vice President of Worldwide Sales and Marketing for our Engineering segment. Before joining IHS, Mr. Picasso was Chief Operating Officer with Digital Island Inc. from August 2000 to December 2002. From 1999 to 2000 he was President of CDI Corporation. Prior to that, from 1996 to 1999, he was Senior Vice President of Worldwide Professional Services Business Unit with NCR Corporation (formerly AT&T Global Information Solutions). From January 1994 to 1996, he was President and Chief Executive Officer of AT&T-Istel Europe. Mr. Picasso holds a bachelor of science degree in Computer Science from the University of Sciences in Montpelier, France.

Jerre L. Stead has served as Chairman of our board of directors since December 1, 2000. From August 1996 until June 2000, Mr. Stead served as Chairman of the board of directors and

Chief Executive Officer of Ingram Micro Inc. Prior to that, he served as Chief Executive Officer and Chairman of the board of directors at Legent Corporation, from January 1995 to August 1995. From May 1993 to December 1994 he was Executive Vice President of AT&T and Chairman and Chief Executive Officer of AT&T Corp. Global Information Solutions (NCR Corporation) and from September 1991 to April 1993 he was President and Chief Executive Officer of AT&T Corp. Global Business Communication Systems. Mr. Stead also serves on the board of directors of TBG, Armstrong World Industries, Inc., Brightpoint, Inc., Conexant Systems, Inc., Mindspeed Technologies, Inc., and Mobility Electronics, Inc.

Michael J. Sullivan joined IHS in October 1999 as Senior Vice President and Chief Financial Officer. Prior to that, Mr. Sullivan was director of corporate accounting from April 1997 to February 1998, and director of financial planning and analysis from February 1998 to October 1999, for Coors Brewing Company. Prior to joining Coors, he spent 10 years with Price Waterhouse in audit services and the transaction support group. Mr. Sullivan holds a bachelor's degree in Business Administration and Accounting from the University of Iowa.

Jeffrey Tarr has served as President and Chief Operating Officer of our Engineering segment since December 2004. From May 2001 to November 2004 he led Hoover's, Inc. Mr. Tarr served as Chief Executive Officer and President from May 2001, as a director from June 2001, and as Chairman from March 2002 until March 2003 when the business was acquired by Dun & Bradstreet Corporation. From the date of the acquisition until November 2004, Mr. Tarr served as President and as a director of the Hoover's subsidiary of Dun & Bradstreet. From January 2000 through March 2001 he served as Chief Executive, President and a director of All.com, Inc. From June 1994 until January 2000 he held a number of positions at U.S. West and served as a Vice President from April 1998. Earlier in his career he was a consultant with Bain & Company. Mr. Tarr holds an undergraduate degree in Public and International Affairs from Princeton University and an MBA from Stanford University.

Ron Mobed has served as President and Chief Operating Officer of our Energy segment since April 2004. Prior to that, Mr. Mobed served in multiple leadership roles at Schlumberger Limited, since September 1980. Mr. Mobed received his bachelor's degree in Engineering from Trinity College at the University of Cambridge in 1980, and was awarded his master's in Petroleum Engineering with distinction from Imperial College at the University of London in 1987.

Stephen Green has served as General Counsel of IHS since 1996. He was Vice President and General Counsel of IHS from 1996 to 2003 and was appointed Senior Vice President and General Counsel in December 2003. Mr. Green joined the legal department of TBG in 1981. Mr. Green holds a bachelor's degree from Yale University and a law degree from Columbia Law School.

H. John Oechsle joined IHS in July 2003 as Senior Vice President and Chief Information Officer. From June 2000 to July 2003, Mr. Oechsle was Chief Information Officer, Vice President Information Management Worldwide, for Ortho-Clinical Diagnostics, a Johnson & Johnson company. From August 1997 to June 2000, Mr. Oechsle was the General Manager, Executive Director Latin America for Networking & Computer Services, a Johnson & Johnson company. Mr. Oechsle holds a bachelor of science degree in Computer Science from Rutgers University and is a graduate of the Tuck Executive Program at Dartmouth College's Amos Tuck School of Business Administration.

Jeffrey Sisson has served as Senior Vice President of Global Human Resources of IHS since January 2005. From September 2002 to January 2005, Mr. Sisson was a Principal in Executive Partners, a private human resources consulting firm. From July 2001 to August 2002, Mr. Sisson was Senior Vice President, Human Resources for EaglePicher, Inc. From March 2000 to July 2001, he was Senior Director, Human Resources for Snap-on Incorporated. From February 1998 to February 2000, he was Director, Human Resources for Whirlpool Corporation. Mr. Sisson holds a bachelor's degree and a master's degree in Labor & Industrial Relations from Michigan State University.

Matt Levin has served as Senior Vice President, Corporate Development and Strategic Planning since November 2004. Prior to that, Mr. Levin was Vice President, Global Operations Officer of Hudson Highland Group's Solutions Business, since September 2003. From August 2000 to September 2003 he was an independent consultant in the professional services, financial services, and media industries. Prior to working in consulting, Mr. Levin worked in financial services as a First Scholar at First Chicago NBD. Mr. Levin holds an undergraduate degree from Northwestern University and an MBA from the University of Chicago.

Jane Okun has served as Senior Vice President, Investor Relations and Corporate Communications since November 2004. From 2002 to 2004, Ms. Okun was a partner with Genesis, Inc., a strategic marketing firm also specializing in investor relations. Prior to that, she was Vice President, Investor Relations and Corporate Communications of Velocom, Inc., from 2000 to 2001, and Executive Director, Investor Relations of Media One Group from 1998 to 2000. Prior to joining Media One, Ms. Okun headed Investor Relations at Northwest Airlines, where she also held multiple corporate finance positions. Ms. Okun holds a bachelor's degree and an MBA from the University of Michigan.

Directors

C. Michael Armstrong has served as a member of our board of directors since December 2003. Mr. Armstrong served as Chairman of Comcast Corporation from 2002 until May 2004. He was Chairman and Chief Executive Officer of AT&T Corp. from 1997 to 2002, Chairman and Chief Executive Officer of Hughes Electronic Corporation from 1992 to 1997, and retired from IBM in 1991 as Chairman of IBM World Trade after a 31-year career. Mr. Armstrong is on the board of directors of Citigroup Inc., HCA Inc., Parsons Corporation and the Telluride Foundation, and is on the board of trustees of Johns Hopkins University. Prior to this offering, Mr. Armstrong served as a member of the board of directors and an advisory committee of TBG, and from December 1988 to December 2003 he served on the board of directors of TBG. Mr. Armstrong is a Visiting Professor of the Sloan School at the Massachusetts Institute of Technology.

Roger Holtback has served as a member of our board of directors since December 2003. Since 2001 Mr. Holtback has served as Chairman and CEO of Holtback Holding AB. From 1993 to 2001 he served as President and CEO of the Bure Equity AB. From 1991 to 1993 he served as a member of the Group Executive Committee of SEB and Coordinating Chairman of SEB Sweden. From 1984 to 1990 he served as President and CEO of Volvo Corporation and Executive Vice President of the AB Volvo. Mr. Holtback is currently Chairman of the board of directors of Capio AB and Gunnebo AB, two companies listed on the Swedish Stock Exchange, as well as of SATS Holding AB and The Swedish Exhibition Centre. He serves as a member of the Stena Sphere Advisory Board and as Chairman of the Nordic Capital Investment Review Committee. Prior to this offering, Mr. Holtback served as a member of the board of directors and an advisory committee of TBG, and from September 1988 to December 2003 he served on the board of directors of TBG.

Balakrishnan S. Iyer has served as a member of our board of directors since December 2003. From October 1998 to June 2003 Mr. Iyer served as Senior Vice President and Chief Financial Officer of Conexant Systems Inc. From 1997 to 1998 he was Senior Vice President and Chief Financial Officer of VLSI Technology Inc. and from 1993 to 1997 he was Vice President, Corporate Controller of VLSI Technology Inc. Mr. Iyer serves on the board of directors of Invitrogen Corporation, Skyworks Solutions, Conexant Systems, Inc., Power Integrations, Inc., and QLogic Corporation.

Michael Klein has served as a member of our board of directors since December 1, 2003. Since February 2004, Mr. Klein has been Chief Executive Officer of Global Banking of Citigroup Inc. He also serves as the Vice Chairman of Citigroup International PLC. From 2003 to 2004, he was CEO of Citigroup Inc. Global Corporate and Investment Bank for Europe, the Middle East and

Africa. From 2000 to 2003, he held the position of Co-Head of Global Investment Banking for Salomon Smith Barney, a member of Citigroup Inc. Prior to this offering, Mr. Klein served as a member of the board of directors and an advisory committee of TBG, and from December 2001 to December 2003 he served on the board of directors of TBG.

Richard W. Roedel has served as a member of our board of directors since November 2004. Since June 2004 he has been Chairman of Take-Two Interactive Software, Inc., where he also served as Chief Executive Officer from June 2004 through January 2005. Mr. Roedel was an audit partner in BDO Seidman, LLC from 1985 to 2000 and Chairman and Chief Executive Officer of BDO Seidman from 1999 to 2000. He also serves on the board of directors of Brightpoint, Inc., Dade Behring Holdings, Inc., and of the Association of Audit Committee Members Inc.

Michael v. Staudt has served as a member of our board of directors since January 2005. Since March 1997, Mr. v. Staudt has served as Executive Vice President of TBG, overseeing finance, human resources, and corporate affairs. Before joining TBG in 1997, Mr. v. Staudt was a member of the Executive Committee of Bayerische Vereinsbank Group in charge of corporate banking.

Classified Board

Our board of directors is made up of eight directors, of which five are independent. Our board is divided into three classes. The members of each class serve for a three-year term. Messrs. Picasso and Staudt serve in the class with a term expiring in 2006, Messrs. Klein, Roedel and Holtback serve in the class with a term expiring in 2007, and Messrs. Stead, Armstrong and Iyer serve in the class with a term expiring in 2008. At each annual meeting of the stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring.

Board Committees

Our board of directors has an Audit Committee, a Human Resources Committee, and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below.

The Audit Committee is comprised of three independent directors. The members of the Audit Committee are Messrs. Iyer (Chairman), Holtback, and Roedel. The Audit Committee assists our board of directors in its oversight of (i) the integrity of our financial statements, (ii) our independent auditors' qualifications, independence, and performance, (iii) the performance of our internal audit function, and (iv) our compliance with legal and regulatory requirements. In addition to any other responsibilities that our board may assign from time to time, the Audit Committee prepares the audit committee report that the SEC rules require to be included in our annual proxy statement or annual report on Form 10-K.

The Human Resources Committee is comprised of three independent directors. The members of the Human Resources Committee are Messrs. Armstrong (Chairman), Klein, and Roedel. The Human Resources Committee has been created by our board of directors to (i) oversee our compensation and benefits policies generally, (ii) evaluate executive officer performance and review our management succession plan, (iii) oversee and set compensation for our executive officers, and (iv) prepare the report on executive officer compensation that the SEC rules require to be included in our annual proxy statement or annual report on Form 10-K.

The Nominating and Corporate Governance Committee is comprised of four independent directors. The members of this committee are Messrs. Armstrong (Chairman), Holtback, Klein, and Iyer. The Nominating and Corporate Governance Committee has been created by our board of directors to (i) identify individuals qualified to become board members and recommend director nominees to the board, (ii) recommend directors for appointment to board committees, (iii) make recommendations to the board as to determinations of director independence, (iv) oversee the

evaluation of the board, (v) make recommendations to the board as to compensation for our directors, and (vi) develop and recommend to the board our corporate governance guidelines and code of business conduct and ethics and oversee compliance with such guidelines and code.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers, and directors. This Code is available on our website at www.ihs.com and copies will be mailed to stockholders, free of charge, upon written request made to the Corporate Secretary, IHS Inc., 15 Inverness Way East, Englewood, CO 80112. We intend to disclose any amendment to, or waiver from, a provision of this code on our website.

Compensation Committee Interlocks and Insider Participation

Our Human Resources Committee performs functions equivalent to a compensation committee. Messrs. Armstrong, Klein, and Roedel are members of this committee. During the last ten years, none of them has been an officer or employee of IHS. Mr. Stead, one of our executive officers and the chairman of our board, served on this committee during the last fiscal year.

Other than Mr. Stead, none of our executive officers currently serves, or in the past has served, on the board of directors or compensation committee (or committee performing equivalent functions) of any other company that has or had one or more executive officers serving on our board of directors or Human Resources Committee.

Director Compensation

Our nonemployee directors (other than Michael v. Staudt) receive compensation for their board service. That compensation is comprised of an annual cash retainer of $40,000 (which may be converted into deferred stock units or deferred under our directors stock plan, as described in "—Equity Compensation Plans—IHS Inc. 2004 Directors Stock Plan") and a fee of $1,500 per board and committee meeting attended, plus reimbursement for all reasonably incurred expenses related to the meeting. Additionally, there are annual retainers as follows:

•: a $20,000 audit committee chair retainer;
•: a $5,000 committee chair retainer for committees other than our audit committee; and
•: a $5,000 audit committee member retainer.

Under our directors stock plan, on each December 1, commencing with December 1, 2005, each nonemployee director (other than Mr. v. Straudt):

•: who was not on the preceding December 1 a director will receive a one-time award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair market value (as defined in the plan) equal to $80,000; and
•: will receive both an award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair market value equal to $50,000, and an annual cash retainer award equal to $40,000, which cash-based award may be converted into deferred stock units or deferred.

On December 29, 2004, each nonemployee director (other than Mr. v. Straudt):

•: who was elected to our board on or before November 18, 2004 (i.e., all of our current nonemployee directors except Mr. Roedel) received 8,000 shares of restricted stock;
•: who was elected to our board on or after November 22, 2004 but before November 30, 2004 (i.e., Mr. Roedel) received 5,000 shares of restricted stock; and

•: who was a nonemployee director as of December 1, 2004 (i.e., all of our current nonemployee directors) received 4,500 shares of restricted stock, in addition to any other shares of restricted stock he or she may have received under the plan.

We provide liability insurance for our directors and officers. In addition, prior to this offering, we expect to enter into contractual indemnification agreements with each of our directors. These agreements are described under Item 14 of the registration statement of which this prospectus forms a part.

Executive Compensation

The following summary compensation table sets forth information concerning total compensation earned by or paid to (i) each individual who served as our Chief Executive Officer during the year ended November 30, 2004, (ii) our four other most highly compensated executive officers who served in such capacities as of November 30, 2004, and (iii) one additional executive officer of ours who would have been included under clause (ii) above, but for the fact that he was no longer employed by us as of November 30, 2004, in each case for services rendered to us during the year ended November 30, 2004. We refer to these individuals as our named executive officers.

SUMMARY COMPENSATION TABLE

								Long-Term Compensation
	Annual Compensation							Awards
Name and Principal Position	Year	Salary		Bonus			Other Annual Compensation(1)	Restricted Stock Awards($)(2)	Securities Underlying Options(#)	All Other Compensation
Charles A. Picasso President and Chief Executive Officer(3)	2004	$	374,903	$	240,000		—	—	150,000		—
Jerre L. Stead Chairman of the Board	2004		400,000		400,000		—	—	—		—
Stephen Green Senior Vice President and General Counsel	2004		272,058		203,206	(4)	—	—	60,000	$	6,500	(5)
Michael J. Sullivan Senior Vice President and Chief Financial Officer	2004		270,673		157,006		—	—	70,000		6,500	(5)
H. John Oechsle Senior Vice President and Chief Information Officer	2004		244,923		115,152		—	—	50,000		6,500	(5)
Robert R. Carpenter Senior Advisor (former President and Chief Executive Officer of Information Handling Services Group Inc.)(6)	2004		514,400		390,853		—	—	250,000		1,506,500	(7)
Randolph A. Weil Former Executive Vice President of Information Handling Services Group Inc.(8)	2004		307,727		—		—	—	70,000		1,545,188	(9)

(1): Perquisites and other personal benefits, securities or property are not disclosed unless the aggregate amount of such compensation is the lesser of either $50,000 or 10% of the total of annual salary plus bonus for the named executive officer in question, as permitted by SEC rules.
(2): No restricted stock awards were granted during the year ended November 30, 2004. Restricted stock awards were granted on December 23, 2004 to certain of our named executive officers, including Messrs. Picasso, Stead and Oechsle. See "—Equity Compensation Plans—IHS Inc. 2004 Long-Term Incentive Plan—Restricted stock and restricted stock units." Additionally, restricted shares of our Class A common stock or deferred stock units, each representing the right to receive one share of our Class A common stock, were granted on December 23, 2004 to certain of our named executive officers who accepted the offer by IHS Group Inc., a Colorado corporation and our subsidiary ("IHS Group Inc."), to exchange all outstanding stock options to purchase shares of its Class A non-voting common stock and IHS Group Inc. shares previously acquired upon the exercise of such options. See "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Our Senior Executives" and "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Directors and Certain Employees."
(3): Mr. Picasso became our chief executive officer as of October 6, 2004.
(4): Of this amount, $75,000 is attributable to a one-time bonus.
(5): This entire amount is attributable to employer 401(k) contributions.
(6): Mr. Carpenter ceased being our president and chief executive officer as of October 6, 2004.
(7): Of this amount, $6,500 is attributable to employer 401(k) contributions and $1,500,000 is attributable to a portion of the consideration paid for canceling Mr. Carpenter's options to purchase 1.5 million shares of Class A non-voting common stock of IHS Group Inc. See "—Employment Contracts, Termination of Employment and Change in Control Arrangements—Robert R. Carpenter."
(8): Mr. Weil ceased being an executive vice president as of November 5, 2004.
(9): Of this amount, $4,788 is attributable to employer 401(k) contributions, $315,000 is attributable to Mr. Weil's severance pay that he received pursuant to his termination agreement, $126,000 is attributable to the amount that would have been payable to Mr. Weil as his annual bonus for 2004 at target performance and $1,099,400 is attributable to consideration for the cancellation of all of Mr. Weil's stock options to purchase shares of the Class A non-voting common stock of IHS Group Inc. "—Employment Contracts, Termination of Employment and Change in Control Arrangements—Randolph A. Weil."

Stock Option/SAR Grants in Last Year

Since December 29, 2004, we have not had any options outstanding. The following table sets forth information concerning grants of stock options made to our named executive officers during the year ended November 30, 2004, but which are no longer outstanding. All such grants were stock options to purchase the Class A non-voting common stock of one of our subsidiaries and were granted under the subsidiary's Non-Qualified Stock Option Plan (effective December 1, 1998) and the 2002 Non-Qualified Stock Plan as applicable to our senior executives. All such options, other than for Robert R. Carpenter, had an exercise price equal to the fair market value of the underlying shares on the date of grant and vested over one year from such date. No stock appreciation rights were granted in the year ended November 30, 2004.

OPTION GRANTS IN LAST YEAR (2004)

	Individual Grant						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(2)
Name	Number of Securities Underlying Options Granted (#)	Percent of Total Options Granted to Employees		Exercise Price ($/Sh)(1)		Expiration Date	5%($)		10%($)
Charles A. Picasso(3)	150,000	8.4	%	$	9.00	12/1/2010	$	459,000	$	1,041,000
Jerre L. Stead(3)	—	—			—	—		—		—
Stephen Green(3)	60,000	3.4			9.00	12/1/2010		183,600		416,400
Michael J. Sullivan(3)	70,000	3.9			9.00	12/1/2010		214,200		485,800
H. John Oechsle(3)	50,000	2.8			9.00	12/1/2010		153,000		347,000
Robert R. Carpenter(3)	250,000	14.1			12.00	12/1/2010		15,215		986,012
Randolph A. Weil(4)	70,000	3.9			9.00	12/1/2010		214,200		485,800

(1): All stock options granted in the year ended November 30, 2004 were granted with an exercise price equal to the fair market value of the underlying shares on the date of grant, other than the stock options granted to Mr. Carpenter with an exercise price in excess of fair market value. The fair market value on the grant date was determined by a valuation committee of our board of directors after reviewing a discounted cash flow analysis prepared by management and an analysis of the valuation of comparable companies also prepared by management.
(2): The potential realizable value is based on the term of the stock option. It is calculated assuming that the fair market value of the underlying shares on the date of grant appreciates at projected annual rates compounded annually for the entire term of the option and that the option is exercised on the last day of its term for the appreciated stock price. These values are calculated based on requirements of law and do not reflect estimates of our future stock price growth. We elected to use the fair market value on the grant date rather than the mid-point of the range on the cover of this prospectus to compute "potential realizable value" since these options relate to IHS Group Inc., an entity whose assets, results of operations and capital structure differ from IHS Inc. In addition, these options are no longer outstanding, as described in further detail in footnotes (3) and (4) below.
(3): On November 22, 2004, IHS Group Inc. offered to exchange all outstanding stock options to purchase shares of its Class A non-voting common stock and IHS Group Inc. shares previously acquired upon the exercise of such options. See "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Our Senior Executives" and "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Our Directors and Certain Employees." All of our named executive officers, other than Mr. Weil, whose options were cancelled as described in footnote (4) below, accepted the offer and no longer hold any options.
(4): Under Mr. Weil's termination agreement dated November 5, 2004, all of his then outstanding stock options were cancelled. In consideration of such cancellation, he received $1,099,400 in cash. See "—Employment Contracts, Termination of Employment and Change in Control Arrangements—Randolph A. Weil."

Aggregated Option and SAR Exercises in Last Year and Year-End Option Values

The following table sets forth information concerning option exercises by our named executive officers during the year ended November 30, 2004. All such exercises were for the purchase of the

Class A non-voting common stock of one of our subsidiaries. No stock appreciation rights were exercised during the year ended November 30, 2004.

AGGREGATED OPTION EXERCISES IN LAST YEAR (2004) AND YEAR-END OPTION VALUES

			Number of Securities Underlying Unexercised Options At Year End(#)		Value of Unexercised In-the-Money Options At Year End($)(1)
Name	Shares Acquired on Exercise(#)	Value Realized($)
Name	Shares Acquired on Exercise(#)	Value Realized($)	Exercisable	Unexercisable	Exercisable		Unexercisable
Charles A. Picasso(2)	—	—	—	475,000		—	$	443,250
Jerre L. Stead(2)	—	—	—	750,000		—		877,500
Stephen Green(2)	35,000	126,700	55,000	155,000		—		215,349
Michael J. Sullivan(2)	100,000	362,000	30,000	210,000		—		318,151
H. John Oechsle(2)	—	—	—	100,000		—		79,500
Robert R. Carpenter(2)	—	—	1,000,000	750,000	$	1,040,000		—
Randolph A. Weil(3)	—	—	—	—		—		—

(1): The value of an unexercised in-the-money option at November 30, 2004 is the product of (i) the excess of the fair market value of a share of the Class A non-voting common stock of IHS Group Inc. at November 30, 2004 over the exercise price of such option, multiplied by (ii) the number of shares underlying such option. All stock options have been granted with exercise prices equal to the fair market value of the underlying shares on the date of grant, other than the stock options granted to Mr. Carpenter in March 2004. The fair market value on the grant date was determined by a valuation committee of our board of directors after reviewing a discounted cash flow analysis prepared by management and an analysis of the valuation of comparable companies also prepared by management. We elected to use the exercise prices on the dates of grant and the fair market value of a share of IHS Group Inc. at November 30, 2004 to calculate the value of unexercised in-the-money options at November 30, 2004 because these options relate to IHS Group Inc., an entity whose assets, results of operations and capital structure differ from IHS Inc. In addition none of these options are currently outstanding, as described in further detail in footnotes (2) and (3) below.
(2): On November 22, 2004, IHS Group Inc. offered to exchange all outstanding stock options to purchase shares of its Class A non-voting common stock and IHS Group Inc. shares previously acquired upon the exercise of such options. See "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Our Senior Executives" and "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Directors and Certain Employees." All of our named executive officers, other than Mr. Weil, whose options were cancelled as described in footnote (3) below, accepted the offer and no longer hold any options.
(3): Under Mr. Weil's termination agreement dated November 5, 2004, all of his then outstanding stock options were cancelled. In consideration of such cancellation, he received $1,099,400 in cash. See "—Employment Contracts, Termination of Employment and Change in Control Arrangements—Randolph A. Weil."

2004 Long-Term Incentive Plan

We adopted our 2004 Long-Term Incentive Plan on November 30, 2004, but did not grant any awards under that plan on that date.

Pension Plans

The following table sets forth the total estimated retirement benefits for representative years of service and average final compensation payable under the IHS Retirement Income Plan and IHS Supplemental Income Plan as in effect during the plan year 2004. Under the Internal Revenue Code, the maximum permissible benefit from the retirement income plan, which is a qualified pension plan, for retirement in 2004 was $165,000, and annual compensation exceeding $205,000 in 2004 could not be considered in computing the maximum permissible benefit under the retirement income plan. The supplemental income plan, which is a non-qualified pension plan, pays benefits in excess of Internal Revenue Code maximums to all participants of the retirement income plan.

The benefit amounts shown in the following table do not reflect the reduction based on a portion of the recipient's Social Security benefit in calculating benefits payable under our plans.

PENSION PLAN TABLE

	Years of Service
Average Final Compensation	Years of Service
Average Final Compensation	5		10		15		20		25		30
$150,000	$	12,750	$	25,500	$	38,250	$	51,000	$	63,750	$	76,500
$175,000	$	14,875	$	29,750	$	44,625	$	59,500	$	74,375	$	89,250
$200,000	$	17,000	$	34,000	$	51,000	$	68,000	$	85,000	$	102,000
$225,000	$	19,125	$	38,250	$	57,375	$	76,500	$	95,625	$	114,750
$250,000	$	21,250	$	42,500	$	63,750	$	85,000	$	106,250	$	127,500
$275,000	$	23,375	$	46,750	$	70,125	$	93,500	$	116,875	$	140,250
$300,000	$	25,500	$	51,000	$	76,500	$	102,000	$	127,500	$	153,000
$325,000	$	27,625	$	55,250	$	82,875	$	110,500	$	138,125	$	165,750
$350,000	$	29,750	$	59,500	$	89,250	$	119,000	$	148,750	$	178,500
$375,000	$	31,875	$	63,750	$	95,625	$	127,500	$	159,375	$	191,250
$400,000	$	34,000	$	68,000	$	102,000	$	136,000	$	170,000	$	204,000
$425,000	$	36,125	$	72,250	$	108,375	$	144,500	$	180,625	$	216,750
$450,000	$	38,250	$	76,500	$	114,750	$	153,000	$	191,250	$	229,500
$475,000	$	40,375	$	80,750	$	121,125	$	161,500	$	201,875	$	242,250
$500,000	$	42,500	$	85,000	$	127,500	$	170,000	$	212,500	$	255,000

The following table provides information, as of November 30, 2004, on the number of full years of service under the plans and compensation for purposes of determining retirement benefits, consisting of regular salary plus commissions and overtime. The plan provides retirement benefits based on a percentage of the highest five years' average compensation in the last ten years of employment. Mr. Weil is no longer a participant in these plans.

Name	Full Years of Credited Service (#)		Compensation for Purposes of Determining Benefits ($)
Charles A. Picasso	2	(1)	$	349,904
Jerre L. Stead	4	(2)		400,000
Stephen Green	23			252,212
Michael J. Sullivan	5			251,443
H. John Oechsle	1			226,846
Robert R. Carpenter	4	(3)		476,754

(1): Does not reflect ten additional years of service with which Mr. Picasso would be credited if he were to be employed by us through his 65th birthday or if we terminate his employment prior to his 65th birthday other than for cause, he terminates his employment prior to such date for good reason, his employment terminates prior to such date by reason of death or disability or he terminates his employment prior to such date following a change in control. See
"—Employment Contracts, Termination of Employment and Change In Control Arrangements—Charles A. Picasso."
(2): Does not reflect 25 additional years of service with which Mr. Stead has been credited pursuant to the supplemental income plan.
(3): Does not reflect one additional year of service with which Mr. Carpenter has been credited pursuant to his termination agreement. See "—Employment Contracts, Termination of Employment and Change In Control Arrangements—Robert R. Carpenter."

Participants are 100% vested in their benefit at the time they are credited with five or more years of vesting service or the date when they reach age 65. Vesting may be accelerated in years in which we make a transfer of surplus plan assets to the retiree medical accounts under the plan to provide for retiree medical coverage.

Normal retirement age under the plan is 65 but a participant who terminates employment with at least ten years of vesting service may retire as early as age 55. Participants who terminate employment after age 55 with ten years of vesting service will receive a reduction of benefit equal to 0.5% for each month that benefit commencement precedes age 62. Participants who terminate

employment before age 55 with ten years of vesting service will receive a reduction of benefit equal to 0.5% for each month that benefit commencement precedes age 65.

Employment Contracts, Termination of Employment and Change In Control Arrangements

All of our executive officers, other than Jerre L. Stead, have employment agreements with us. The following are descriptions of:

•: the employment agreements for our named executive officers who served as our executive officers as of November 30, 2004; and
•: the termination agreements for two other named executive officers who are former executive officers.

These descriptions are intended to be summaries and do not describe all provisions of the agreements. In addition, the agreements for individuals who are currently our executive officers, but who are not our named executive officers, may contain provisions that are different than those described in the following descriptions.

Charles A. Picasso. We have entered into an employment agreement with Charles A. Picasso, our president and chief executive officer. The following is a description of the material terms of this agreement.

Term. The term of Mr. Picasso's employment under the agreement commenced on October 15, 2004 for an initial term of one year, and it renews automatically on each anniversary of that date for an additional one-year period, unless either Mr. Picasso's employment is terminated earlier in accordance with the agreement or we notify, or Mr. Picasso notifies, the other party in writing at least 30 days prior to the applicable anniversary of the commencement date.

Base salary, bonus and benefits. The agreement provides for an initial base salary of $550,000, to be increased by the human resources committee of our board of directors in its sole discretion. During the year ended November 30, 2005, Mr. Picasso's base salary will remain at this level.

Under the agreement, Mr. Picasso is eligible for an annual bonus pursuant to our then current annual incentive plan. Mr. Picasso's 2004 bonus was based both on meeting certain financial performance measures, such as operating income and revenue for IHS Engineering, and, after Mr. Picasso assumed the position of President and CEO of IHS, on the financial performance measures of revenue, net income and cash flow for IHS. In addition, during both periods, Mr. Picasso had certain personal performance objectives that focused on improving the leadership and strength of his management team, improving and expanding relationships with SDOs and identifying acquisition and alliance opportunities. Commencing with the year beginning December 1, 2004, and for each subsequent year during the term of Mr. Picasso's employment, he will be eligible to receive a bonus in an amount equal to 80% of his base salary in effect at the beginning of such year at target performance and in an amount equal to 120% at maximum performance. The performance objectives for Mr. Picasso's annual bonus will be determined by our board. Mr. Picasso's annual bonus will be prorated for achievement of objectives between 80% and 100% of target performance and between target performance and maximum performance. No annual bonus will be payable in any year for performance at or below 80% of target performance.

Mr. Picasso is also entitled to participate in the employee benefits plans, programs and arrangements as are customarily accorded to our executives.

Termination of employment. If there is no "change in control" (as defined in the agreement), the agreement provides that Mr. Picasso's employment may terminate upon his resignation for "good reason" (as defined in the agreement) or by us without "cause" (as defined in the agreement). In either of these situations, Mr. Picasso is entitled to a lump-sum cash payment equal to the sum of the following:

•: any earned but unpaid base salary or other amounts accrued or owing through the date of termination;
•: in the event of termination prior to Mr. Picasso's 65th birthday, an amount equal to two years of his then base salary;
•: in the event of termination on or after his 65th birthday, in lieu of the payment described in the bullet above, we will employ Mr. Picasso as a consultant for the one-year period following termination and will pay him an amount equal to one year of his then base salary; and
•: Mr. Picasso's target bonus amount for such year, prorated for the number of days that have elapsed during such year.

In addition to the foregoing lump-sum payment, Mr. Picasso is entitled to:

•: continued participation in our medical, dental and vision plans for the relevant period, as described below, following the date of termination;
•: vesting of unvested stock options, restricted stock and other equity awards then held by Mr. Picasso, as determined under the applicable compensation plan;
•: outplacement services during the six-month period following such termination; and
•: a credit for an additional two years for the purposes of each of the age and service requirements of any of retirement related employee benefit plans, programs and arrangements maintained by us or our affiliates in which Mr. Picasso participated at the time of such termination.

Additionally, if Mr. Picasso is employed by us through his 65th birthday or if we terminate his employment prior to his 65th birthday other than for cause, he terminates his employment prior to such date for good reason, his employment terminates prior to such date by reason of death or disability or he terminates his employment prior to such date following a change in control, he will be credited with ten additional years for purposes of service requirements under the pension plan in which he participates on such date. This credit will be added to any two-year service credit to which he may otherwise be entitled.

For these purposes, the "relevant period" means, if Mr. Picasso is terminated prior to his 65^th birthday, the period of two years following termination of Mr. Picasso's employment, and, if Mr. Picasso is terminated on or after his 65th birthday and is engaged to provide consulting services, the period of one year following the termination of his employment.

In addition to the payments and benefits above, if there is change in control, and within one year of such change in control Mr. Picasso terminates employment for a "CIC good reason" (as defined in the agreement) or is terminated by us without cause, the agreement provides that all unvested stock options, restricted stock and other equity awards held by Mr. Picasso will fully vest and become exercisable as of the effective date of such termination.

Under the agreement, if Mr. Picasso terminates his employment other than for good reason or if his employment is terminated by us for cause, Mr. Picasso will receive no further payments, compensation or benefits, except as accrued or owing prior to the effectiveness of Mr. Picasso's termination, and such compensation or benefits that have been earned and will become payable without regard to future services.

The agreement provides that if Mr. Picasso's employment terminates by reason of death, disability or retirement, he or his beneficiaries will receive a lump-sum cash payment equal to the sum of:

•: any earned but unpaid base salary or other amounts, as defined in the agreement, accrued or owing through the date or termination; and

•: Mr. Picasso's target bonus for such year, prorated for the number of days that have elapsed during such year.

If employment terminates by reason of Mr. Picasso's retirement, Mr. Picasso may be entitled to additional benefits as determined in accordance with our otherwise applicable employee benefit and retirement plans and programs.

Under the agreement, if Mr. Picasso's employment terminates other than by reason of death or disability, any payments Mr. Picasso is eligible for are contingent on Mr. Picasso's execution of a release.

Tax indemnity. Under the agreement, if any amounts or benefits received under the agreements or otherwise are subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, an additional payment will be made to restore Mr. Picasso to the after-tax position that he would have been in, if the excise tax had not been imposed.

Covenants. Under the agreement, Mr. Picasso has agreed to maintain the confidentiality of certain of our information at all times during his employment and thereafter unless he obtains the prior written consent of our board of directors. Mr. Picasso has also agreed not to compete with us during his employment and for a restricted period, as described below, after any termination of his employment. Additionally, Mr. Picasso has agreed not to solicit, hire or cause to be hired any of our employees or employees of any of our subsidiaries for or on behalf of any competitor during that restricted period.

For these purposes, the "restricted period" means the two-year period following termination of Mr. Picasso's employment.

Jerre L. Stead. Mr. Stead does not have an employment agreement. At our board of directors meeting on December 9, 2004, our board set his base salary at $400,000 for the year ending November 30, 2005, which is the same base salary received by Mr. Stead for the year ending November 30, 2004. Mr. Stead's annual compensation is determined by our board of directors, based on his performance and contributions.

Stephen Green, Michael J. Sullivan, and H. John Oechsle. We have entered into an employment agreement with each of Stephen Green, our general counsel; Michael J. Sullivan, our chief financial officer; and H. John Oechsle, our senior vice president and chief information officer. The following is a description of the material terms of their agreements.

Term. The term of employment for Messrs. Green, Sullivan, and Oechsle under their agreements commenced on November 1, 2004, for an initial term of one year, and it renews automatically on each anniversary of that date for an additional one-year period, unless their employment is terminated earlier in accordance with their agreements or we notify, or Messrs. Green, Sullivan, or Oechsle notifies, the other party in writing at least 30 days prior to the applicable anniversary of the commencement date.

Base salary, bonus and benefits. The agreements of Messrs. Green, Sullivan, and Oechsle provide for an initial base salary of $275,000, $275,000, and $247,000, respectively, to be increased by the human resources committee of our board of directors in its sole discretion. At its meeting on December 9, 2004, the human resources committee established base salaries for the year ending November 30, 2005, for Messrs. Green, Sullivan, and Oechsle at $297,000, $300,000, and $262,000, respectively.

Under their agreements, Messrs. Green, Sullivan and Oechsle are eligible for an annual bonus pursuant to our then current annual incentive plan. For the year ending November 30, 2005, each of Messrs. Green, Sullivan and Oechsle will be eligible to receive a bonus in an amount equal to 50% of his base salary in effect at the beginning of such year at target performance. Performance objectives for their annual bonuses will be determined by our chief executive officer.

Messrs. Green, Sullivan, and Oechsle are also entitled to participate in the employee benefits plans, programs, and arrangements as are customarily accorded to our executives.

In accordance with Mr. Oechsle's agreement, he was granted 17,000 restricted shares of our Class A common stock on December 23, 2004. See "—Equity Compensation Plans—IHS Inc. 2004 Long-Term Incentive Plan—Restricted stock and restricted stock units."

Termination of employment. If there is no "change in control" (as defined in their agreements), their agreements provide that the employment of Messrs. Green, Sullivan, and Oechsle may terminate upon their resignation for "good reason" (as defined in their agreements) or by us without "cause" (as defined in their agreements). In either of these situations, Messrs. Green, Sullivan, and Oechsle are entitled to a lump-sum cash payment equal to the sum of the following:

•: any earned but unpaid base salary or other amounts accrued or owing through the date of termination;
•: an amount equal to nine months of his then base salary, plus an additional month of such base salary for each year of employment with us or any of our affiliates, up to a maximum aggregate amount equal to two years of such base salary; and
•: his target bonus amount for such year, prorated for the number of days that have elapsed during such year.

In addition to the foregoing lump-sum payment, Messrs. Green, Sullivan, and Oechsle are entitled to the same rights as Mr. Picasso to benefit plan participation, equity award treatment, outplacement services, and two-year crediting under retirement related employee benefit plans.

For these purposes, the "relevant period" means the period following termination of the employment of Messrs. Green, Sullivan, and Oechsle equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of two years. Credit for the year in which termination occurs will be given for the purposes of calculating payments if he has completed 6 months or more of service beyond the prior anniversary date of his employment.

In addition to the payments and benefits above, if there is change in control, and within one year of such change in control Messrs. Green, Sullivan, or Oechsle terminates employment for a "CIC good reason" (as defined in their agreements) or is terminated by us without cause, rights with respect to their equity awards will be the same as those of Mr. Picasso.

Under their agreements, if Messrs. Green, Sullivan, or Oechsle terminates his employment other than for good reason or if his employment is terminated by us for cause, his rights will be the same as those of Mr. Picasso.

Their agreements provide that if the employment of Messrs. Green, Sullivan or Oechsle terminates by reason of death, disability, or retirement, he, or his beneficiaries, will have the same rights as Mr. Picasso.

Under their agreements, if the employment of Messrs. Green, Sullivan or Oechsle terminates other than by reason of death or disability, any payments he is eligible for are contingent on Messrs. Green, Sullivan, or Oechsle's execution of a release.

Tax indemnity. Under their agreements, Messrs. Green, Sullivan, or Oechsle have the same right to a tax indemnity as Mr. Picasso.

Covenants. Under their agreements, Messrs. Green, Sullivan, and Oechsle have agreed to the same confidentiality, non-competition, and non-solicitation provisions as Mr. Picasso. However, for their purposes, the "restricted period" means the longer of the one-year period following termination of employment of Messrs. Green, Sullivan, or Oechsle, or in the event he receives payments as a result of his resignation for good reason, termination without cause, or following a change in control, in an amount greater than one year of his then base salary, the period following

his termination of employment equal to the total number of months upon which the payments thereunder are calculated, up to a maximum period of two years.

Robert R. Carpenter. On August 4, 2004, Information Handling Services Group Inc. (a wholly owned subsidiary of the entity formerly known as HAIC Inc. and now known as IHS Inc.) entered into a termination agreement with Robert R. Carpenter pursuant to which he resigned from his employment with us and our affiliates, effective November 30, 2005. The agreement was amended as of November 29, 2004. From the date Mr. Carpenter ceased to serve as our president and chief executive officer on October 6, 2004 until November 30, 2005, he will be employed as our senior advisor. As such, he will report to our chairman and perform duties of an executive nature for us and our affiliates, as mutually agreed by our chairman and Mr. Carpenter. As of the date Mr. Carpenter ceased to be our president and chief executive officer, he also ceased to be an officer or director of any of our affiliates.

Base salary, bonus and employee plan participation. Under the agreement, Mr. Carpenter continued to receive his then current base salary through November 30, 2004. He is entitled to annual bonus payment for the year ended November 30, 2004, in accordance with our annual incentive plan.

For the period of December 1, 2004 through November 30, 2005, Mr. Carpenter will receive salary at the rate of $250,000 per year. Mr. Carpenter will not participate in any annual bonus or incentive plans for such period, but will continue to participate in our then current health and welfare related benefit plans, 401(k) plan and retirement plan offered to our U.S.-based employees generally. Additionally, he will be vested in our retirement plan with the equivalent of 5 years of service.

Equity compensation. On December 1, 2003, we paid Mr. Carpenter $1,500,000 as partial consideration for canceling his options to purchase 1.5 million shares of the Class A non-voting common stock of IHS Group Inc. The balance of the cash consideration for such cancellation was paid on December 1, 2004, and equaled $250,000. Additionally, we paid Mr. Carpenter $500,000 on December 1, 2004 and will pay him $250,000 on December 1, 2005, in full satisfaction of the cancellation of a prior entitlement to receive a stock option to purchase 250,000 of the Class A non-voting common stock of IHS Group Inc.

In connection with the cancellation of Mr. Carpenter's options to purchase 1.5 million shares of the Class A non-voting common stock of IHS Group Inc., Mr. Carpenter also received stock options to purchase 1,750,000 shares of the Class A non-voting common stock of IHS Group Inc. under the 2002 Non-Qualified Stock Option Plan of IHS Group Inc., pursuant to stock option agreements dated March 1, 2003 and March 1, 2004, respectively. Pursuant to the amendment to his termination agreement, Mr. Carpenter tendered these options to IHS Group Inc. for $1,040,000 in cash and 583,333 deferred stock units, each representing the right to receive one share of our Class A common stock. The shares underlying the deferred stock units will be delivered to Mr. Carpenter on June 1, 2006. In the event we have not had an initial public offering or change in control (as defined in the amendment) on or prior to June 1, 2006, Mr. Carpenter may authorize us to retain that number of shares of our stock necessary to satisfy the tax withholding obligation arising in connection with the delivery of the shares described above.

Indemnification and release. To the fullest extent permitted by the law, our predecessor company agreed to indemnify Mr. Carpenter and hold him harmless for all claims, lawsuits, losses, damages, assessments, penalties, expenses, costs or liabilities which he may sustain as a result of, or in connection with, any suit or other proceeding brought by a third party in connection with any of his acts or omissions by reason of the fact that he was employed by us or served as our officer or director, other than in connection with his gross negligence or willful misconduct.

Mr. Carpenter released and discharged us and any of our successors from all claims, demands and actions of any nature that he may have against us.

Confidentiality. Mr. Carpenter agreed that he will not communicate or disclose any information or materials regarding our operations, business practices, operating processes or personal practices without our prior written consent.

Non-competition. From August 4, 2004 through November 30, 2005 and for the one-year period following that date, Mr. Carpenter will be bound by the non-competition agreement contained in the stock option agreement dated March 1, 2004.

Randolph A. Weil. On November 5, 2004, Information Handling Services Group Inc. (a wholly owned subsidiary of the entity formerly known as HAIC Inc. and now known as IHS Inc.) entered into a termination agreement and general release and waiver of claims with Randolph A. Weil, effective immediately.

Severance benefits. Pursuant to the agreement, we paid Mr. Weil $315,000 as severance pay and an additional $126,000, representing the amount that would be payable to him as his annual bonus for 2004 at target performance. Additionally, we agreed to relocate Mr. Weil to a location within the United States during the one-year period after his termination date.

Under the agreement, Mr. Weil's medical, dental and vision coverages will continue through November 30, 2005. His premiums from such period will be deducted from his severance pay. If insurance premiums increase during the period through November 30, 2005, Mr. Weil is required to reimburse us for the additional amount.

Additionally, Mr. Weil's stock options to purchase shares of the Class A non-voting common stock of IHS Group Inc. were cancelled. In consideration of such cancellation, Mr. Weil received $1,099,400 in cash.

Release. Mr. Weil released and discharged us and any of our successors from all claims, demands and actions of any nature that he may have against us.

Confidentiality. Mr. Weil agreed that he will not communicate or disclose any information or materials regarding our operations, business practices, operating processes or personal practices without our prior written consent.

Non-competition. For a period of twelve months from the termination date, Mr. Weil agreed that he will not:

•: engage in, acquire any financial or beneficial interest in (except as provided in the next sentence), be employed by or own, manage, operate or control any entity which is engaged in any business in competition with the business of us or any of our subsidiaries; or
•: solicit or attempt to entice away from us or our subsidiaries, or otherwise interfere with the business relationship with any person or entity who is, or was during the term of his employment, a customer or employee of, consultant or supplier to or other person or entity having material business relations with us or any of our subsidiaries.

Notwithstanding the foregoing, Mr. Weil will not be prohibited from:

•: owning less than 1% of any publicly traded corporation, whether or not such corporation is in competition with us or any of our subsidiaries;
•: during such twelve-month period, being employed or providing services to a company with multiple product and/or service lines where one or more of its products or service lines is in competition with us or any of our subsidiaries, so long as he has no contact with the unit(s) involved with the competitive products or services; or
•: during such twelve-month period, being employed by PennPoint LLC.

Indemnification for breaches. Under the agreement, generally, the parties will indemnify one another for any costs, losses, damages or expenses, including attorney's fees, which arise from the breach of the agreement.

Equity Compensation Plans

IHS Inc. 2004 Long-Term Incentive Plan. Our 2004 Long-Term Incentive Plan has been in effect as of November 30, 2004. The following description of the plan is intended to be a summary and does not describe all provisions of the plan.

Purpose of the plan. The purpose of the plan is to advance the interests of us and our stockholders by:

•: providing the opportunity to our employees, directors and service providers to develop a sense of proprietorship and personal involvement in our development and financial success and to devote their best efforts to our business; and
•: providing us with a means through which we may attract able individuals to become our employees or to serve as our directors or service providers and providing us a means whereby those individuals, upon whom the responsibilities of our successful administration and management are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for our welfare.

Type of awards. The plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, other stock-based awards and covered employee annual incentive awards.

Duration. Generally, the plan will terminate ten years from the effective date of the plan. After the plan is terminated, no awards may be granted, but any award previously granted will remain outstanding in accordance with the plan.

Administration. The plan is administered by the human resources committee of our board of directors or any other committee designated by our board to administer the plan. Committee members will be appointed from time to time by, and will serve at the discretion of, our board. The committee has full power and authority to interpret the terms and intent of the plan or any agreement or document in connection with the plan, determine eligibility for awards and adopt such rules, regulations, forms, instruments and guidelines for administering the plan. The committee may delegate its duties or powers.

Number of authorized shares. We have authorized a maximum of 7,000,000 shares, minus the number of shares relating to any award granted and outstanding as of, or subsequent to, the effective date under any other of our equity compensation plans. As of February 28, 2005, the number of such shares granted under such other equity compensation plans is 2,513,801. Subject to the plan, the maximum number of shares that may be available for grant pursuant to incentive stock options will be 4,000,000.

Annual award limits. Except as provided in the plan, no individual participant may receive awards in any plan year that relate to more than 500,000 shares. In the case of an award which is not valued in a way in which the foregoing limitation would effectively operate, any individual participant may not be granted awards authorizing the earning during any plan year of an amount that exceeds such participant's annual limit. For this purpose, a participant's annual limit will be equal to $5,000,000 plus the amount of such participant's unused annual limit as of the close of the previous plan year.

Eligibility and participation. All of our employees, directors and service providers are eligible to participate in the plan. The committee may select from all eligible individuals those individuals to

whom awards will be granted and will determine the nature of any and all terms permissible by law and the amount of each award.

Stock options. The committee may grant options to participants in such number, upon such terms and at any time as it determines, provided that incentive stock options may be granted only to eligible employees. Each option grant will be evidenced by an award document that will specify the exercise price, the maximum duration of the option, the number of shares to which the option pertains, conditions upon which the option will become vested and exercisable and such other provisions which are not inconsistent with the plan. The award document will also specify whether the option is intended to be an incentive stock option or a non-qualified stock option.

The exercise price for each option will be:

•: based on 100% of the fair market value of the shares on the date of grant;
•: set at a premium to the fair market value of the shares on the day of grant; or
•: indexed to the fair market value of the shares on the date of grant, with the committee determining the index.

Other than with respect to a substitute award, which is an award granted to a holder of an option, stock appreciation right or other award granted by a company that is acquired by us or with which we combine, in lieu of such outstanding award previously granted by such company, the exercise price on the date of grant must be at least equal to 100% of the fair market value of the shares on the date of grant.

Each option will expire at such time as the committee determines at the time of its grant; however, no option will be exercisable later than the 10^th anniversary of its grant date. Notwithstanding the foregoing, for options granted to participants outside the United States, the committee can set options that have terms greater than ten years.

Options will be exercisable at such times and be subject to such terms and conditions as the committee approves. A condition of the delivery of shares as to which an option will be exercised will be the payment of the exercise price. Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment, we will deliver to the participant evidence of book-entry shares or, upon his or her request, share certificates in an appropriate amount based on the number of shares purchased under the option(s). The committee may impose such restrictions on any shares acquired pursuant to the exercise of an option as it may deem advisable.

Each participant's award document will set forth the extent to which he will have the right to exercise the option following termination of his or her employment or services.

Only in the event that we are not accounting for equity compensation under APB Opinion No. 25, the committee has the ability to substitute, without receiving each participant's permission, stock appreciation rights paid only in shares for outstanding options. The terms of the substituted stock appreciation rights must be the same as the terms for the options, and the aggregate difference between the fair market value of the underlying shares and the grant price of the stock appreciation rights must be equivalent to the aggregate difference between the fair market value of the underlying shares and the exercise price of the options. If, in the opinion of our auditors, this would create adverse accounting consequences for us, it will be considered null and void.

We have not yet granted any stock options under the plan.

Stock appreciation rights. The committee may grant freestanding stock appreciation rights, tandem stock appreciation rights, or any combination of these forms of stock appreciation rights. Also subject to the provisions of the plan, the committee will have complete discretion in determining the number of stock appreciation rights granted to each participant and the terms and conditions pertaining to such stock appreciation rights.

Each stock appreciation right will be evidenced by an award document that will specify the grant price, the term of the stock appreciation right and such other provisions as the committee determines.

The grant price for each freestanding stock appreciation right will be the same as exercise prices for our stock options. Other than with respect to substitute awards, the grant price of freestanding stock appreciation rights must be at least equal to 100% of the fair market value of the shares on the date of grant. The grant price of tandem stock appreciation rights will be equal to the exercise price of the related option.

The term of a stock appreciation right will be determined by the committee. Generally, no stock appreciation right will be exercisable later than the tenth anniversary date of its grant. Notwithstanding the foregoing, for stock appreciation rights granted to participants outside the United States, the committee can set terms greater than ten years.

Freestanding stock appreciation rights may be exercised upon whatever terms and conditions the committee imposes. Tandem stock appreciation rights may be exercised for all or part of the shares subject to the related option upon the surrender of the right to exercise the equivalent portion of the related option.

A tandem stock appreciation right may be exercised only with respect to the shares for which its related option is then exercisable. The plan contains additional provisions for tandem stock appreciation rights granted with incentive stock options.

Upon the exercise of a stock appreciation right, a participant will be entitled to receive payment in an amount determined by multiplying the excess of the fair market value of a share on the date of exercise over the grant price by the number of shares with respect to which the stock appreciation right is exercised. The payment upon exercise may be in cash, shares, or any combination thereof, or in any other manner approved by the committee. The form of settlement will be set forth in the award document. The committee may impose such other conditions and/or restrictions on any shares received upon exercise of a stock appreciation right as it may deem advisable or desirable. These restrictions may include a requirement that the participant hold the shares received upon exercise of a stock appreciation right for a specified period of time.

Each award document will set forth the extent to which the participant will have the right to exercise the stock appreciation right following his or her termination of employment or services.

We have not granted any stock appreciation rights under the plan.

Restricted stock and restricted stock units. The committee may grant shares of restricted stock and/or restricted stock units to participants. Restricted stock units will be similar to restricted stock, except that no shares are actually awarded to the participant on the date of grant.

Each grant will be evidenced by an award document that will specify the period(s) of restriction, the number of shares of restricted stock, or the number of restricted stock units granted and such other provisions as the committee determines.

Generally, shares of restricted stock will become freely transferable after all conditions and restrictions applicable to such shares have been satisfied or lapse and restricted stock units will be paid in cash, shares, or a combination, as determined by the committee.

The committee may impose such other conditions or restrictions on any shares of restricted stock or restricted stock units as it may deem advisable, including a requirement that participants pay a stipulated purchase price for each share of restricted stock or each restricted stock unit, restrictions based upon the achievement of specific performance goals and time-based restrictions on vesting.

Generally, participants holding shares of restricted stock may be granted the right to exercise full voting rights with respect to those shares during the period of restriction (as defined in the plan). A participant will have no voting rights with respect to any restricted stock units.

Each award document will set forth the extent to which the participant will have the right to retain restricted stock and/or restricted stock units following termination of his or her employment or services.

The committee may provide that an award of restricted stock is conditioned upon the participant making or refraining from making an election with respect to the award under Section 83(b) of the Code.

Restricted stock awards were granted on December 23, 2004, to certain of our senior executives, including Charles A. Picasso, Jerre L. Stead, and H. John Oechsle. As permitted by the plan, their awards contain the following more specific or additional provisions:

•: The vesting schedule for the 240,000 shares granted to Mr. Picasso is as follows: 25% will vest on October 15, 2006, another 25% will vest on October 15, 2007, and the last 50% will vest on October 15, 2008, provided, however, that in the event of a change in control or his death or "disability" (as defined in the award document), the award will vest in full and be free of restrictions.
•: The vesting schedule for the 200,000 shares granted to Mr. Stead is as follows: one-third will vest on November 30, 2005, another one-third will vest on November 30, 2006, and the last one-third will vest on November 30, 2007, provided, however, that in the event of a change in control or his death or "disability" (as defined in the award document), the award will vest in full and be free of restrictions.
•: The vesting schedule for the 17,000 shares granted to Mr. Oechsle is as follows: 25% will vest on October 15, 2006, another 25% will vest on October 15, 2007, and the last 50% will vest on October 15, 2008, provided, however, that in the event of a change in control or his death or "disability" (as defined in the award document), the award will vest in full and be free of restrictions.
•: Unvested shares are transferable by will or by the laws of descent and distribution, or to a member of the participant's immediate family or specified estate planning vehicles established by the participant.
•: Restricted shares carry full voting and dividend rights, provided, however, that any cash dividends will be reinvested in dividend shares, and any such dividend shares and any stock dividends will be subject to the same restrictions as the underlying restricted shares.
•: As a condition to a participant's receiving an award of restricted stock, he or she will be required to execute and deliver an irrevocable proxy in the form provided by us, appointing Urvanos Investments Limited to vote the shares that he receives in connection with his or her award and any other shares that he owns as of the date of the proxy or may acquire until the expiration date of the proxy. The proxy will automatically expire on the earlier of the closing date of our initial public offering or the lapse of all restrictions with respect to the shares covered by the proxy.

Restricted stock awards representing an aggregate of 203,333 shares were granted on February 23, 2005 to two employees, including Dr. Yergin, in connection with amendments to their non-competition agreements with us. In the amendments, a portion of the deferred cash payments to be paid to the two employees under the terms of their non-competition agreements were exchanged for these restricted stock awards.

Performance units and performance shares. The committee may grant performance units and/or performance shares to participants in such amounts and upon such terms as the committee determines.

Each performance unit will have an initial value that is established by the committee at the time of grant. Each performance share will have an initial value equal to the fair market value of a share on the date of grant. The committee will set performance goals in its discretion which,

depending on the extent to which they are met, will determine the value and/or number of performance units or shares that will be paid out to the participant.

After the applicable performance period has ended, the participant will be entitled to receive payout on the value and number of performance units or shares earned by him or her over the performance period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

Payment of earned performance units or shares will be as determined by the committee and as evidenced in the award document. The committee may pay earned performance units or shares in the form of cash, shares, or a combination. Any shares may be granted subject to any appropriate restrictions. The form of payout will be set forth in the award document.

Each award document will set forth the extent to which the participant will have the right to retain performance units or shares following termination of his or her employment or services.

We have not granted any performance units or shares under the plan.

Cash-based awards and other stock-based awards. The committee may grant cash-based awards to participants in such amounts and upon such terms, including the achievement of specific performance goals, as the committee determines.

The committee may grant other types of equity-based or equity-related awards not otherwise described by the provisions of the plan, including the grant or offer for sale of unrestricted shares, in such amounts and subject to such terms and conditions as the committee determines. Such awards may involve the transfer of actual shares to participants or payment in cash or otherwise of amounts based on the value of shares, and may include awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

Each cash-based award will specify a payment amount or range. Each other stock-based award will be expressed in terms of shares or units based on shares. The committee may establish performance goals in its discretion, in which case, the number and/or value of awards that will be paid out to the participant will depend on the extent to which the performance goals are met. Payment, if any, will be made in accordance with the terms of the award, in cash or shares as the committee determines.

The committee will determine the extent to which the participant will have the right to receive cash-based awards or other stock-based awards following termination of his or her employment or services.

We have not granted any cash-based or other stock-based awards under the plan.

Covered employee annual incentive awards. The committee may designate covered employees (as defined in Section 162(m) of the Code) who are eligible to receive a monetary payment in any plan year based on a percentage of an incentive pool equal to the greater of:

•: 9% of our consolidated operating earnings for the plan year;
•: 10% of our operating cash flow for the plan year; or
•: 15% of our net income for the plan year.

The committee will allocate an incentive pool percentage to each designated covered employee for each plan year. In no event may any covered employee receive more than $1,200,000 from the incentive pool and the sum of the incentive pool percentages for all covered employees cannot exceed 100% of the total pool.

As soon as possible after the determination of the incentive pool for a plan year, the committee will calculate each covered employee's allocated portion of the incentive pool based upon the percentage established at the beginning of such plan year. Each covered employee's incentive award will then be determined by the committee based on his or her allocated portion of

the incentive pool, subject to adjustment. In no event may the portion of the incentive pool allocated to a covered employee be increased in any way, including as a result of the reduction of any other covered employee's allocated portion. The committee shall retain the discretion to adjust such awards downward.

We have not granted any covered employee annual incentive awards under the plan.

Nonemployee director awards. All awards to our nonemployee directors will be determined by the board or the committee. Currently, such awards are granted under our directors stock plan, which is a sub-plan under our 2004 Long-Term Incentive Plan. See "—IHS Inc. 2004 Directors Stock Plan."

Dividend equivalents. Any participant selected by the committee may be granted dividend equivalents based on the dividends declared on shares that are subject to any award, to be credited as of dividend payment dates, during the period between the date the award is granted and the date the award is exercised, vests, or expires, as determined by the committee. Dividend equivalents will be converted to cash or additional shares by such formula and at such time and subject to such limitations as determined by the committee.

Performance objectives. Unless and until the committee proposes for stockholder vote and the stockholders approve a change in the general performance measures below, the performance goals upon which the payment or vesting of an award to a covered employee (except as otherwise provided in the plan) that is intended to qualify as performance-based compensation will be limited to the following performance measures:

•: net earnings or net income (before or after taxes);
•: earnings per share;
•: net sales or revenue growth;
•: net operating profit;
•: return measures (including return on assets, capital, invested capital, equity, sales, or revenue);
•: cash flow (including operating cash flow, free cash flow, and cash flow return on equity);
•: earnings before or after taxes, interest, depreciation and/or amortization, and/or lease payments or other rent obligations;
•: gross or operating margins;
•: productivity ratios;
•: share price (including growth measures and total stockholder return);
•: expense targets;
•: margins;
•: operating efficiency;
•: market share;
•: customer satisfaction;
•: working capital targets; and
•: economic value added (i.e., net operating profit after tax minus the sum of capital multiplied by the cost of capital).

Transferability of awards. Generally, awards cannot be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and

distribution. However, with respect to our non-qualified stock options, our board or the committee may permit further transferability and impose conditions and limitations on any permitted transferability.

Change in control. Notwithstanding any other provision of the plan to the contrary, in the event of a "change in control" (as defined in the plan), provisions specified in the plan will apply, unless otherwise determined by the committee in connection with the grant of an award.

Upon a change in control, all then-outstanding stock options and stock appreciation rights will become fully vested and exercisable, and all other then-outstanding awards that vest on the basis of continuous service will vest in full and be free of restrictions, except to the extent that another award meeting the requirements of a "replacement award" (as defined in the plan) is provided to the participant pursuant to the plan to replace such award. The treatment of any other awards will be as determined by the committee in connection with their grant.

Upon a termination of employment or directorship of a participant occurring in connection with or during the period of one year after such change in control, other than for cause,

•: all replacement awards held by the participant will become fully vested and (if applicable) exercisable and free of restrictions; provided, however, that if such acceleration would cause penalty taxation under Section 409A of the Code with respect to any replacement award, then the committee may unilaterally delay such acceleration for such time as is sufficient to avoid such penalty, and
•: all stock options and stock appreciation rights held by the participant immediately before the termination of employment or termination of directorship that the participant held as of the date of the change in control or that constitute replacement awards shall remain exercisable for not less than one year following such termination or until the expiration of the stated term of such stock option or stock appreciation right, whichever period is shorter, provided, that if the applicable award document provides for a longer period of exercisability, that provision shall control.

Adjustments in authorized shares. In the event of any of the corporate events or transactions described in the plan, to avoid any unintended enlargement or dilution of benefits, the committee has the sole discretion to substitute or adjust the number and kind of shares that can be issued or otherwise delivered.

Forfeiture events. The committee may specify in an award document that the participant's rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award.

If we are required to prepare an accounting restatement due to our material noncompliance, as a result of misconduct, with any financial reporting requirement under the security laws, then if the participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the participant will reimburse us the amount of any payment in settlement of an award earned or accrued during the twelve-month period following the first public issuance or filing with the SEC (whichever just occurred) of the financial document embodying such financial reporting requirement.

Amendment and termination. Subject to, and except as, provided in the plan, the committee has the sole discretion to alter, amend, modify, suspend, or terminate the plan and any award document in whole or in part. However, without the prior approval of our stockholders, and except as provided in an award document, stock options or stock appreciation rights will not be repriced, replaced or regranted through cancellation or by lowering the exercise or grant price, and no amendment of the plan will be made without stockholder approval if stockholder approval is required by law, regulation or stock exchange rule.

IHS Inc. 2004 Directors Stock Plan. Our 2004 Directors Stock Plan has been in effect as of December 1, 2004. The following description of the plan is intended to be a summary and does not describe all provisions of the plan.

Purpose of the plan. This plan is a sub-plan under our 2004 Long-Term Incentive Plan. Awards under this plan will be granted in accordance with the 2004 Long-Term Incentive Plan and will constitute "nonemployee director awards" (as defined in that plan).

Eligibility. Only nonemployee directors will be eligible to participate in the plan. However, Mr. v. Staudt will not participate in this plan.

Types of awards. On each December 1, commencing with December 1, 2005, each nonemployee director (other than Mr. v. Staudt):

•: who was not on the preceding December 1 a director will receive a one-time award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair market value (as defined in the plan) equal to $80,000; and
•: will receive both an award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair market value equal to $50,000, and an annual cash retainer award equal to $40,000, which cash-based award may be converted into deferred stock units or deferred.

On December 29, 2004, each nonemployee director (other than Mr. v. Staudt):

•: who was elected to our board on or before November 18, 2004 (i.e., all of our current nonemployee directors except Mr. Roedel), received 8,000 shares of restricted stock;
•: who was elected to our board on or after November 22, 2004, but before November 30, 2004 (i.e., Mr. Roedel), received 5,000 shares of restricted stock; and
•: who was a nonemployee director as of December 1, 2004 (i.e., all of our current nonemployee directors), received 4,500 shares of restricted stock, in addition to any other shares of restricted stock he or she may have received under the plan.

Any nonemployee director who is elected to fill a vacancy or a newly created directorship in the interim will receive, effective as of the date of such election, a prorated award, under the plan, based on the number of full months he or she has served, or will serve, as a director between the month in which he or she was elected and the next December 1.

Each grant of restricted stock or restricted stock unit granted under the plan will be evidenced by an award document.

Restricted stock. Shares of restricted stock granted to our nonemployee directors on December 29, 2004, will be unvested and forfeitable until ten days after the earlier of the date the participant either attains age 55 and completes at least five years of service as a director or the date the participant resigns from our board or ceases to be a director, in either case, by reason of the antitrust laws, compliance with our conflict of interest policies, death, or disability (as defined in the plan), at which time, such shares will be considered vested and non-forfeitable. If a participant terminates his or her service as a director without satisfying the above conditions, other than in connection with an event described above, then his or her restricted stock will be forfeited without any payment therefor and those shares will again be available for issuance under our 2004 Long-Term Incentive Plan.

Shares of restricted stock will carry full voting and dividend rights. However, any cash dividends with respect to any such restricted shares will be reinvested in shares called dividend

shares. Any such dividend shares, and any stock dividends with respect to any shares of restricted stock, will be subject to the same restrictions as the underlying shares of restricted stock.

Generally, a participant will not be able to sell, transfer, pledge, assign or otherwise alienate or hypothecate his or her shares of restricted stock. However, those shares will be transferable either by will or by the laws of descent and distribution, or to a member of a participant's immediate family or specified estate planning vehicles established by the participant.

As a condition to a participant's receiving an award of restricted stock, he or she will be required to execute and deliver an irrevocable proxy in the form provided by us, appointing Urvanos Investments Limited to vote the shares that he or she receives in connection with his or her award and any other shares that he or she owns as of the date of the proxy or may acquire until the expiration date of the proxy. The proxy will automatically expire on the earlier of the closing date of our initial public offering or the lapse of all restrictions with respect to the shares covered by the proxy.

Restricted stock units. Each restricted stock unit granted on each December 1, commencing with December 1, 2005, will represent a participant's right to receive one share, which right will be unvested and forfeitable until the first anniversary of the date of grant. If a participant terminates his or her service as a director prior to the vesting date of the restricted stock units, then his or her restricted stock units will be forfeited without any payment therefor and the shares underlying such restricted stock units will again be available for reissuance under our 2004 Long-Term Incentive Plan.

Following the restricted stock unit vesting date, the shares underlying a participant's restricted stock units will be delivered to him or her on the 10^th day following his or her termination of service as a director for any reason.

Restricted stock units will carry no voting rights. Restricted stock units will be credited with dividend equivalents, which will have the same unvested or vested status as the underlying restricted stock units. Dividend equivalents will be paid out in the form of shares (or such other cash, securities or other property that may be or become the consideration for such shares in the event we, or one of our successors, are acquired) at the same time that the shares underlying the restricted stock units are delivered. A participant may not sell, transfer, pledge, alienate or otherwise hypothecate restricted stock units and the shares underlying them until the restricted stock unit delivery date.

Deferred stock units. A participant may elect to convert his or her annual retainer award converted into deferred stock units whose underlying shares will have, on the date of grant, a fair market value equal to $40,000. Such election must be made before the close of the calendar year preceding the fiscal year in respect of which the annual retainer award is made. Each deferred stock unit will represent such participant's right to receive one share, which right will be fully vested and non-forfeitable.

The shares underlying a participant's deferred stock units will be delivered to him or her on the 10th day following his or her termination of service as a director for any reason.

Deferred stock units will carry no voting rights. Deferred stock units will be credited with dividend equivalents, which will also be fully vested and non-forfeitable. Dividend equivalents will be paid out in the same way as dividend equivalents related to restricted stock units. A participant may not sell, transfer, pledge, alienate or otherwise hypothecate deferred stock units and the shares underlying them until the deferred stock unit delivery date.

Deferral of annual retainer award. A participant may elect to defer payment of his or her annual retainer award. Such election must be made before the close of the calendar year preceding

the fiscal year in respect of which the annual retainer award is made. Such award will be paid to such participant in accordance with his or her deferral election, which date of payment will be:

•: a specified date that is at least two years following the date of election;
•: on the tenth day following his or her termination of service as a director for any reason;
•: upon the occurrence of an unforeseeable emergency resulting in severe financial hardship, to the extent necessary to relieve the hardship and pay any applicable taxes; or
•: in the event of a change in control, provided that if such payment is not permitted under regulations promulgated in connection with recently enacted legislation relating to deferred compensation, then such payment will be made in accordance with the second bullet point above.

"Put," "call" and "drag-along" rights. If no listing event (as defined in the plan) occurs on or prior to the "relevant date" (as described below), then each participant will have the one-time right and option to sell to us, and to cause us to purchase, all of the shares held by him or her (including, for these purposes, any shares underlying restricted stock units or deferred stock units) as of such date.

For these purposes, the "relevant date" means, with respect to a participant for purposes of shares of restricted stock, such participant's restricted stock vesting date, and for purposes of restricted stock units and deferred stock units, the date that is the 10th day following such participant's termination of service as a director for any reason.

If no listing event occurs on or prior to the relevant date, then we will have the exclusive one-time right and option to purchase from each participant, and to cause each participant to sell, all or a portion of the shares held by him or her (including, for these purposes, any shares underlying restricted stock units or deferred stock units) as of such date.

Subject to the paragraph below, in the event of a change in control, all shares of restricted stock will vest in full and be free of restrictions (and, in the case of restricted stock units and deferred stock units, a participant's right to receive the shares underlying such stock units will be accelerated such that he or she will receive such shares immediately prior to the closing of the acquisition transactions, at which time such units will automatically be cancelled), and the participant will participate in the acquisition to the extent of, and in the same manner as, all of our other stockholders. If a change in control occurs prior to a listing event, then we will have the exclusive right and option to require each participant to sell or otherwise transfer to the acquiring party(ies) effecting such change in control all or a portion of such shares held (including, for these purposes, any shares underlying restricted stock units or deferred stock units) as of the effective date of such change in control, in each case for the same consideration per share and on the same terms and conditions as all of our other stockholders.

The delivery date of any shares underlying restricted stock units and deferred stock units will accelerate only if such acceleration is permitted by regulations promulgated in connection with recently enacted legislation relating to deferred compensation. If the acceleration is not permitted thereunder, then on the 10th day following the participant's termination of service as a director of us (or our successor) for any reason, for each share underlying restricted stock units or deferred stock units he or she will receive the same per share consideration received by our other stockholders for each share in the acquisition. At that time such restricted stock units and/or deferred stock units will automatically be cancelled.

Offer to Exchange Options and Shares Held by Our Senior Executives. The following is intended to be a summary of the IHS Group Inc. Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc., as applicable to our senior executives, and does not describe all provisions of the offer.

Offer. On November 22, 2004, IHS Group Inc. offered to exchange all outstanding stock options to purchase shares of its Class A non-voting common stock that were granted to senior executives under IHS Group Inc.'s 1998 and 2002 non-qualified stock option plans and IHS Group Inc. shares previously acquired upon the exercise of such options. Our senior executives who were offered this opportunity include our named executive officers Charles A. Picasso, Jerre L. Stead, Stephen Green, Michael J. Sullivan and H. John Oechsle. The senior executives who accepted this offer received:

•: cash in the amount equal to the excess of $9.42 over the per share exercise price option for every IHS Group Inc. share underlying his or her outstanding option, vested or unvested, with an exercise price lower than $9.42 per share;
•: $9.42 in cash for every IHS Group Inc. share he or she previously acquired, upon the exercise of an option, and currently owns (which amount, to the extent applicable, was first applied to the repayment of the principal price of his or her loan in connection with his or her prior option exercise);
•: an additional $0.42 in cash for every IHS Group Inc. share he or she previously acquired and surrendered in order to satisfy his or her payroll tax withholding in connection with his or her prior exercise of an option; and
•: one restricted share of our Class A common stock for every three IHS Group Inc. shares underlying his or her outstanding options (or previously acquired upon the exercise of an option), regardless of whether such options were vested or unvested and regardless of their exercise price.

An accepting senior executive was required to tender all of his or her outstanding options for the full number of IHS Group Inc. shares subject to those options and if he or she held any IHS Group Inc. shares previously acquired upon the exercise of an option, all of those IHS Group Inc. shares, on or before the expiration of the offer, which was December 23, 2004. A senior executive who accepted IHS Group Inc.'s offer was not required to be our employee or director to receive his or her cash. As a result of the offer, $4,765,830 in cash was paid out and 1,286,667 restricted shares of our Class A common stock were granted to 32 people. Accepting senior executives received their restricted shares and, if applicable, cash, following the expiration of the offer.

Purpose of offer. The purpose of the offer was to more closely align our programs with the incentive programs of public companies and to provide senior executives the opportunity to obtain an equity stake in us.

Vesting of our restricted shares. The restricted shares will vest in accordance with the following schedule:

•: one-third of the total number of restricted shares he or she received will vest on the 211^th day following an initial public offering;
•: one-third of the total number of restricted company shares he or she received will vest on the first anniversary of an initial public offering;
•: the remaining number of restricted shares he or she received will vest on the second anniversary of an initial public offering; and
•: if, as of October 1, 2007, he or she continues to hold any restricted shares, all such restricted shares will vest as of such date.

If the senior executive's employment terminates for any reason other than as a result of his or her death or "disability" (as defined in the plan), before all of his or her restricted shares vest, then unless our board of directors determines otherwise, he or she will forfeit his or her remaining unvested restricted shares. If the senior executive's employment terminates as a result of his or her death or disability before the vesting of any of his or her restricted shares, all of his or her restricted

shares will vest as of the first day any of his or her restricted shares would have vested but for the termination of his or her employment. If the senior executive's employment with us terminates as a result of his or her death or disability after the vesting of any of his or her restricted shares, all of his or her remaining restricted shares will vest.

Transferability of our shares. Generally, a senior executive will not be able to sell, transfer, pledge, assign or otherwise alienate or hypothecate his or her restricted shares, unless our board of directors (or a committee thereof) permits their transfer. The two exceptions to this general rule are that a senior executive will be able to accomplish such transfers:

•: by will or by the laws of descent and distribution; or
•: to a member of a senior executive's immediate family or specified estate planning vehicles established by the senior executive.

Following our initial public offering, subject to securities and other of our applicable laws and policies, a senior executive will be able to transfer his or her vested shares.

If an initial public offering or "change in control" (as defined in the offer) has not occurred on or prior to October 1, 2007, the participant will have an opportunity to sell his or her shares to us (and we will have the opportunity to buy his or her shares).

Change in control. If we are acquired during the period between the date a senior executive received his or her restricted shares (and, if applicable, cash) and the date when his or her restricted shares vest, then the vesting of his or her restricted shares will be accelerated such that they will vest in full immediately prior to the closing of the acquisition transaction, and he or she will participate in the acquisition to the extent of, and in the same manner as, all of our other stockholders.

In addition, if a change in control occurs prior to our initial public offering, then we have the exclusive right and option to require the senior executive to sell or otherwise transfer to the acquiring party(ies) effecting such change in control all, or a portion, of his or her or her shares, in each case for the same consideration per share, and on the same terms and conditions, as all other stockholders.

Dividends. To the extent dividends are paid on our shares while they remain restricted and subject to vesting, a senior executive will be credited with corresponding dividends. Such dividends will be subject to the same restrictions applicable to restricted shares.

Offer to Exchange Options and Shares Held by Directors and Certain Employees. The following is intended to be a summary of our 2004 Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc., as applicable to our employees (other than our senior executives) and directors, and does not describe all provisions of the plan.

Offer. On November 22, 2004, IHS Group Inc. offered to exchange all outstanding stock options to purchase shares of its Class A non-voting common stock that were granted to current employees and directors under IHS Group Inc.'s 1998 and 2002 non-qualified stock option plans and IHS Group Inc. shares previously acquired upon the exercise of such options. Robert R. Carpenter was offered the opportunity to participate in this offer under the terms described in "—Employment Contracts, Termination of Employment and Change In Control Arrangements—Robert R. Carpenter—Equity Compensation." The employees and directors who accepted this offer received:

•: cash in the amount equal to the excess of $9.42 over the per share exercise price option for every IHS Group Inc. share underlying his or her outstanding option, vested or unvested, with an exercise price lower than $9.42 per share;

•: $9.42 in cash for every IHS Group Inc. share he or she previously acquired, upon the exercise of an option, and currently owns (which amount, to the extent applicable, was first applied to the repayment of the principal price of his or her loan in connection with his or her prior option exercise);
•: an additional $0.42 in cash for every IHS Group Inc. share he or she previously acquired and surrendered in order to satisfy his or her payroll tax withholding in connection with his or her prior exercise of an option; and
•: one deferred stock unit representing one share of our Class A common stock for every three IHS Group Inc. shares underlying his or her outstanding options (or previously acquired upon the exercise of an option), regardless of whether such options were vested or unvested and regardless of their exercise price.

An accepting employee or director was required to tender all of his or her outstanding options for the full number of IHS Group Inc. shares subject to those options and if he or she held any IHS Group Inc. shares previously acquired upon the exercise of an option, all of those IHS Group Inc. shares, on or before the expiration of the offer, which was December 23, 2004. A current employee or director who accepted IHS Group Inc.'s offer was not required to be our employee or director to receive his or her deferred stock units, shares or cash. As a result of the offer, $4,262,647 in cash was paid out and deferred stock units representing 1,301,801 shares of our Class A common stock were granted to 201 people.

Purpose of offer. The purpose of the offer was to more closely align our programs with the incentive programs of public companies and to provide current employees or directors the opportunity to obtain an equity stake in us.

Deferred stock units and shares. Participants received their deferred stock units and, if applicable, cash, as soon as reasonably practicable after the expiration of the offer. Our shares underlying those deferred stock units will be delivered to participants on October 17, 2005.

Transferability. Generally, a participant will not be able to sell, transfer, pledge, assign or otherwise alienate or hypothecate his or her deferred stock units, other than by will or by laws of descent and distribution, unless our board (or a committee thereof) permits their transfer.

Following our initial public offering, subject to securities and other of our applicable laws and policies, or contractual obligations, a participant may transfer his or her deferred stock units.

Change in control. If we are acquired during the period between the date the participant received his or her deferred stock units (and, if applicable, cash) and the date when he or she receives our shares underlying his or her deferred stock units, then the participant's right to receive such shares will be accelerated such that he or she will receive his or her shares immediately prior to the closing of the acquisition transaction (at which time his or her deferred stock units will be automatically cancelled), and he or she will participate in the acquisition to the extent of, and in the same manner as, all of our other stockholders.

The delivery date of a participant's shares will accelerate only if such acceleration is permitted under regulations promulgated in connection with recently enacted legislation relating to deferred compensation. If such acceleration is not permitted, then on October 17, 2005, for each share underlying his or her deferred stock units, he or she will receive the same per share consideration received by our stockholders for each share in the acquisition (at which time his or her deferred stock units will be automatically cancelled).

PRINCIPAL AND SELLING STOCKHOLDERS

The following table and accompanying footnotes set forth as of the date of this prospectus certain information regarding the beneficial ownership of our Class A common stock and Class B common stock:

•: immediately prior to the consummation of this offering; and
•: as adjusted to reflect the sale of the shares of our Class A common stock if the underwriters do not exercise their option to purchase additional shares, by:

•: each of the named executive officers and directors individually;
•: all executive officers and directors as a group; and
•: the selling stockholders.

In accordance with the rules of the Securities and Exchange Commission, "beneficial ownership" includes voting or investment power with respect to securities. The percentage of beneficial ownership for the following table is based on shares of Class B common stock outstanding as of the date of this prospectus and after completion of this offering, shares of Class A common stock outstanding as of the date of this prospectus, and shares of Class A common stock outstanding after the completion of this offering. Unless otherwise noted below, the address for each listed stockholder, director or executive officer is: c/o IHS Inc., 15 Inverness Way East, Englewood, CO 80112. 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 all shares of common stock beneficially owned by them.

		Shares Beneficially Owned Prior to Offering
		Shares Beneficially Owned Prior to Offering						Shares Beneficially Owned After Offering
		Class A Common Stock Shares		Class B Common Stock Shares				Shares Beneficially Owned After Offering
							Shares of Class A Common Stock Being Offered	Class A Common Stock		Class B Common Stock
Name of Beneficial Owner						% Total Voting Power(1)		Class A Common Stock		Class B Common Stock		% Total Voting Power(1)
Name of Beneficial Owner		Shares	%	Shares	%	% Total Voting Power(1)		Shares	%	Shares	%	% Total Voting Power(1)
Charles A. Picasso(2)							—
Jerre L. Stead(2)							—
Stephen Green(2)							—
Michael J. Sullivan(2)							—
H. John Oechsle(2)							—
Robert R. Carpenter							—
Randolph A. Weil							—
C. Michael Armstrong(2)							—
Roger Holtback(2)							—
Balakrishnan S. Iyer(2)							—
Michael Klein(2)							—
Richard W. Roedel(2)							—
Michael v. Staudt							—
All directors and executive officers as a group (16 persons)(3)							—
Selling Stockholders:
	Urvanos Investments Limited (4)(5)
	Urpasis Investments Limited (4)(5)

(1): Percentage total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. Each holder of Class B common stock is entitled to ten votes per share of Class B common stock and each holder of Class A common stock is entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law.

The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis. The Class B common stock will automatically be converted into Class A common stock upon the earlier of the occurrence of specified events or four years from the date of this offering.

(2): These shares were granted as restricted shares under one of our equity compensation plans.
(3): Does not include two of our named executive officers who are former executive officers.
(4): Voting and investment decisions for the shares of our company have historically been made by TBG Holdings NV (TBG), a Netherlands-Antilles company which is the indirect sole owner of the selling stockholders. TBG is wholly-owned indirectly by The Thyssen-Bornemisza Continuity Trust (Trust), a Bermuda trust, which was created for the benefit of certain members of the Thyssen-Bornemisza family. The trustee of the Trust is Thybo Trustees Limited (Thybo), a Bermuda company. As trustee of the indirect sole stockholder of TBG, Thybo has the power to exercise significant influence over the management and affairs of TBG, including by electing or replacing TBG's board of directors. In addition, in certain circumstances, Thybo may be required to act with respect to TBG at the direction of Tornabuoni Limited (Tornabuoni), a Guernsey company, which is an oversight entity that was established at the time the Trust was created. The board of directors of Tornabuoni may only act by unanimous vote and one of its members is Georg Heinrich Thyssen-Bornemisza (a beneficiary of the Trust). Although Thybo has the power to exert influence over TBG, it has not done so in the past and is not required to do so, except in the case of fraud or as directed by Tornabuoni. In addition, while Tornabuoni has the power to direct Thybo to act with respect to TBG, Tornabuoni has not done so in the past. We have been advised by the current directors of each of Tornabuoni and Thybo that they have no intention at this time to exercise any power they may have to exert such influence with respect to TBG. Tornabuoni and Thybo disclaim any pecuniary interest in the shares held by the record holders. The address of both Urvanos Investments Limited and Urpasis Investments Limited is 17 Grigoriou Xenopoulou Street, P.O. Box 54425, Limassol, Cyprus. See "Risk Factors—We are controlled by an entity whose interests may differ from your interests; the chairman of our board serves on the board of that entity and one of our directors is one of its executive officers."
(5): If the underwriters exercise their option to purchase additional shares of Class A common stock in full, Urvanos Investments Limited will sell an additional shares of Class A common stock and Urpasis Investments Limited will sell an additional shares of Class A common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationship with Selling Stockholders and TBG

After the offering, shares of our Class A common stock and all of our Class B common stock will be held by Urvanos Investments Limited, and shares of our Class A common stock will be held by Urpasis Investments Limited, assuming the underwriters do not exercise their option to purchase additional shares. We refer to Urvanos Investments Limited and Urpasis Investments Limited as the "selling stockholders." We anticipate that upon the completion of this offering, the selling stockholders will own all of our Class B common stock and % of our Class A common stock, representing approximately % of the voting power of our outstanding capital stock in the aggregate (compared to % of the overall economic interest).

Voting and investment decisions with respect to the shares of our company have historically been made by TBG Holdings NV (TBG), a Netherlands-Antilles company which is the indirect sole owner of the selling stockholders. Jerre L. Stead, the chairman of our board of directors, is a member of the board of directors of TBG. Michael v. Staudt, an executive vice president of TBG, is a member of our board of directors. In addition, prior to this offering, C. Michael Armstrong, Roger Holtback and Michael Klein, all members of our board of directors, were members of the board of directors and an advisory committee of TBG.

In addition, there are ongoing discussions among Thybo and the beneficiaries of the Trust with a view to reorganizing the Trust at some point after the completion of this offering. It is contemplated that if such a reorganization were to take place, separate trusts for the beneficiaries would be created, with the trust created for the benefit of Georg Heinrich Thyssen-Bornemisza and his immediate family becoming the sole indirect owner of TBG, which in turn will remain the sole indirect owner of Urvanos Investments Limited, which holds shares of our Class A common stock and all of our Class B common stock. The trusts created for the benefit of the other beneficiaries and their immediate families would become owners, directly or indirectly, of the shares of Class A Common Stock then held by Urpasis Investments Limited.

Should this reorganization occur, TBG will continue to have the power to exercise significant influence over our management and affairs and over all matters requiring stockholder approval in the same manner as it currently does. In addition, Georg Heinrich Thyssen-Bornemisza (who is the chairman of the board of directors of TBG), along with the trustees of a new trust for his benefit, would have the power to exert significant influence over the management and affairs of TBG, including through electing or replacing members of the TBG board of directors.

We do not face, and have not in the past faced, liabilities (including relating to environmental or health and safety matters) with respect to any properties, businesses or entities that are not part

of our core business but are now or were historically owned by TBG or its affiliates, and we do not anticipate incurring such liabilities in the future. However, we cannot provide assurances that this will continue to be the case. We have entered into an agreement with TBG to provide certain indemnities to each other. This agreement generally provides that we will indemnify TBG for liabilities relating to our properties and core business, and that TBG will indemnify us for liabilities relating to any properties, businesses or entities that are now or were historically owned by TBG or its affiliates (other than our properties and core business).

Investments in Related Parties

In September 2004, we sold our investment in the preferred stock of TriPoint Global Communications, Inc. for $94.2 million, which resulted in a pretax gain of $26.6 million. At the time, a subsidiary of TBG owned 80% of the common stock of TriPoint.

In October 2004, we distributed a $6.1 million dividend to a subsidiary of TBG. The dividend consisted of a preferred stock investment in Extruded Metals, Inc. with a fair value of approximately $4.3 million and $1.8 million in cash. At the time, TBG owned all of the common stock of Extruded Metals.

Registration Rights Agreement

We have entered into an agreement that provides registration rights to Urpasis Investments Limited and Urvanos Investments Limited and their Permitted Transferees (collectively, "holders"), who will hold an aggregate of shares of our Class A common stock and all of our shares of Class B common stock after the offering. "Permitted Transferees" means (i) any trust, so long as one (or more) of the beneficiaries of the Trust as of the date of this offering is the principal beneficiary (or are the principal beneficiaries) of such trust or (ii) any corporate entity(ies), partnership(s) or other similar entity(ies), that is wholly-owned, directly or indirectly, by the Trust or any trust referred to in (i) above. Set forth below is a summary of these registration rights.

Demand Registration Rights

At any time on or after the first anniversary of our initial public offering, upon the written request of a holder, we will be required to use our best efforts to effect, as expeditiously as possible, the registration of all or a portion of their Class A common stock, provided that the aggregate proceeds of the offering is expected to equal or exceed $50 million. Urpasis and Urvanos and their Permitted Transferees will be entitled to a total of six and two demand registrations, respectively. However, we will not be required to effect more than one demand registration within any twelve month period, and we will have the right to preempt any demand registration with a primary registration, in which case the holders will have their incidental registration rights as described below. We will pay all expenses in connection with any registration of shares on behalf of the holders, except that the holders will pay the underwriting discount.

Incidental Registration Rights

Under the agreement, the holders have the right to request that their shares be included in any registration of our Class A common stock other than registrations on Form S-8 or S-4, registrations for our own account pursuant to Rule 415, or in compensation or acquisition-related registrations. In addition, the underwriters may, for marketing reasons, cut back all or a part of the shares requested to be registered and we have the right to terminate any registration we initiated prior to its effectiveness regardless of any request for inclusion by the holders.

Holdback Agreements

Urpasis and Urvanos have agreed that they and their Permitted Transferees will not, until the first anniversary following our initial public offering (except as part of the initial public offering),

directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Class A common stock, or any options or warrants to purchase any shares of Class A common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A common stock, whether now owned or later acquired.

The registration rights agreement contains the full legal text of the matters discussed above. We will file this agreement with the SEC as part of our registration statement of which this prospectus forms a part. See "Where You Can Find More Information" for more information on how to obtain a copy of this agreement.

DESCRIPTION OF CAPITAL STOCK

General Matters

The following description of our capital stock and the relevant provisions of our certificate of incorporation and bylaws are summaries thereof and are qualified by reference to our certificate of incorporation and bylaws, copies of which have been filed with the U.S. Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part, and applicable law.

Our authorized capital stock consists of 80,000,000 shares of Class A common stock, $0.01 par value, 13,750,000 shares of Class B common stock, $0.01 par value, and million shares of preferred stock, $ par value per share.

Common Stock

Voting Rights. The holders of our Class A common stock and Class B common stock have identical rights, except that holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes per share on all matters to be voted upon by the stockholders. Our certificate of incorporation provides that, so long as the Class B common stock is outstanding, no person or entity is permitted to vote more than 79.9% of the total combined voting power of all classes of stock entitled to vote. We have not provided for cumulative voting for the election of directors in our certificate of incorporation.

Dividend Rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of Class A common stock and Class B common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. See "Dividend Policy." In the event a dividend is paid in the form of shares of common stock or rights to acquire common stock, the holders of Class A common stock shall receive Class A common stock, or rights to acquire Class A common stock, as the case may be, and the holders of Class B common stock shall receive Class B common stock, or rights to acquire Class B common stock, as the case may be.

Conversion. Our Class A common stock is not convertible into any other shares of our capital stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically, without any action by the holder, into one share of Class A common stock upon the earlier of:

•

any transfer, whether or not for value, except for:

•: transfers to any trust, so long as (a) such trust is the sole owner, directly or indirectly, of TBG; and (b) the principal beneficiary of such trust is Georg Heinrich Thyssen-Bornemisza; and
•: transfers to any corporate entities, partnerships or other similar entities, so long as the Thyssen-Bornemisza Continuity Trust or any trust described in the preceding bullet directly or indirectly wholly-own such entities;

•

the death of Georg Heinrich Thyssen-Bornemisza;

•

the fourth anniversary date of the closing of this offering; and

•

the date on which holders of Class B common stock do not own at least 22% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, as determined by our board of directors.

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.

Liquidation Rights. In the event of liquidation, dissolution or winding up, the holders of Class A common stock and Class B common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Other Matters. The Class A common stock and Class B common stock have no preemptive or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of Class A common stock and Class B common stock are fully paid and non-assessable, and the shares of Class A common stock to be issued upon completion of this offering will be fully paid and non-assessable.

Preferred Stock

The board of directors has the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion 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 any vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control and may adversely affect the voting, dividend and other rights of the holders of common stock.

At the closing of this offering, no shares of our preferred stock will be outstanding and, other than shares of our preferred stock that may become issuable pursuant to our rights agreement, we have no present plans to issue any shares of our preferred stock. See "—Rights Plan."

As of the completion of this offering, shares of our series A junior participating preferred stock will be reserved for issuance upon exercise of our preferred share purchase rights.

Registration Rights

Certain holders of our common stock will be entitled to rights with respect to the registration of their shares under the Securities Act. See "Certain Relationships and Related Transactions—Registration Rights Agreement."

Anti-Takeover Effects of Delaware Law and our Certificate of Incorporation and Bylaws

Delaware law, our certificate of incorporation and our bylaws contain certain provisions, which are summarized below, that:

•: are expected to discourage coercive takeover practices and inadequate takeover bids;
•: are designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors;
•: could have the effect of delaying, deferring or discouraging another party from acquiring control of us;
•: could inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts;
•: could prevent changes in our management; and
•: could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Dual Class Structure. As discussed above, our Class B common stock has ten votes per share, while our Class A common stock, which is the class of stock we are selling in this offering and which will be the only class which is publicly traded, has one vote per share. After the offering and assuming that the underwriters option to purchase additional shares has not been exercised, all of our Class B common stock and % of our Class A common stock, representing % of the voting power of our outstanding capital stock, will be controlled by the selling stockholders. Because of our dual class structure, the indirect sole owner of the selling stockholders, TBG, will continue to be able to control all matters submitted to our stockholders for approval even if they come to own significantly less than 50% of the shares of our outstanding common stock. See "Certain Relationships and Related Transactions—Relationship with the Selling Stockholders and TBG." This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that other stockholders may view as beneficial to them.

Classified Board. Our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board. Our certificate of incorporation and bylaws will provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the board but must consist of not less than three or more than fifteen directors.

Removal of Directors; Vacancies. Under the Delaware General Corporation Law (the "DGCL"), unless otherwise provided in our certificate of incorporation, directors serving on a classified board may be removed by the stockholders only for cause. Our certificate of incorporation and bylaws will provide that directors may be removed only for cause and only upon the affirmative vote of the holders of at least 66²/3% of the votes of the outstanding shares of our common stock entitled to be cast in the election of directors. In addition, our certificate of incorporation will provide that any vacancies on our board of directors will be filled only by the affirmative vote of a majority of the remaining directors even if the number of directors voting would not constitute a quorum.

Supermajority Provisions. The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote is required to amend a corporation's certificate of incorporation or bylaws, unless the certificate of incorporation requires a greater percentage. Our certificate of incorporation will provide that the following provisions in the certificate of incorporation may be amended only by a vote of 66²/3% or more of all of the votes of the outstanding shares of our common stock entitled to be cast:

•: classified board (the election and term of our directors);
•: the removal of directors and the filling of vacancies on our board of directors;
•: the prohibition on stockholder action by written consent;
•: the ability to call a special meeting of stockholders being vested solely in the chairman of our board of directors or our president or corporate secretary acting at the direction of our board of directors;
•: the ability of our board of directors to amend and repeal our bylaws without a stockholder vote; and
•: the amendment provision requiring that the above provisions be amended only with a 66²/3% supermajority vote.

In addition, our certificate of incorporation will grant our board of directors the authority to amend our bylaws without a stockholder vote in any manner that is consistent with the laws of the

State of Delaware and our certificate of incorporation. Our certificate of incorporation will also provide that the following provisions in our bylaws may be amended only by a vote of 66²/3% or more of all of the votes of the outstanding shares of our common stock entitled to be cast:

•: the ability to call a special meeting of stockholders being vested solely in the chairman of our board of directors or our president or secretary acting at the direction of our board of directors;
•: the advance notice requirements for stockholder proposals and director nominations;
•: the election and term of our directors;
•: the removal of directors and the filling of vacancies on our board of directors; and
•: the amendment provision requiring that the above provisions be amended only with a 66²/3% supermajority vote.

Authorized but Unissued Capital Stock. The DGCL does not require stockholder approval for any issuance of authorized shares. In addition, the listing requirements of the New York Stock Exchange, which will apply so long as our Class A common stock is listed on the New York Stock Exchange, only require stockholder approval of certain issuances that equal or exceed 20% of the then-outstanding voting power or then-outstanding number of shares of common stock (or, in the case of certain related-party and other transactions, 1% or 5% of the then-outstanding voting power or then-outstanding number of shares of common stock).

The ability to issue authorized but unissued capital stock could enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of stock at prices higher than prevailing market prices.

Undesignated Preferred Stock. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

Limits on Written Consent and Special Meetings. Our certificate of incorporation prohibits stockholders action by written consent. It also provides that special meetings of our stockholders may be called only by the chairman of our board of directors or by our president or corporate secretary at the direction of our board of directors.

Advance Notice Requirements for Nominations. Our bylaws contain advance notice procedures with regard to stockholder proposals related to the nomination of candidates for election as directors. These procedures provide that notice of stockholder proposals related to stockholder nominations for the election of directors must be received by our corporate secretary, in the case of an annual meeting, no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. However, if the annual meeting is called for a date that is more than 30 days before or more than 70 days after that anniversary date, notice by the stockholder in order to be timely must be received not earlier than the close of business on the 120th day prior to such annual meeting or not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement is first made by us of the date of such meeting. With respect to our annual meeting of stockholders to be held in 2006, notice by the stockholder must be delivered no later than the close of business on , nor earlier than the close of business on . If the

number of directors to be elected to our board of directors at an annual meeting is increased and there is no public announcement by us naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice will be considered timely, but only with respect to nominees for the additional directorships, if it is delivered to our corporate secretary not later than the close of business on the tenth day following the day on which such public announcement is first made by us.

Stockholder nominations for the election of directors at a special meeting must be received by our corporate secretary no earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by our board of directors to be elected at such meeting.

A stockholder's notice to our corporate secretary must be in proper written form and must set forth information related to the stockholder giving the notice and the beneficial owner (if any) on whose behalf the nomination is made, including:

•: the name and record address of the stockholder and the beneficial owner;
•: the class and number of shares of our capital stock which are owned beneficially and of record by the stockholder and the beneficial owner;
•: a representation that the stockholder is a holder of record of our stock entitled to vote at that meeting and that the stockholder intends to appear in person or by proxy at the meeting to bring the nomination before the meeting; and
•: a representation as to whether the stockholder or the beneficial owner intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the nominee, or otherwise to solicit proxies from stockholders in support of such nomination.

As to each person whom the stockholder proposes to nominate for election as a director, the notice must include:

•: all information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Securities Exchange Act of 1934; and
•: the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

Advance Notice of Stockholder Proposals. Our bylaws also contain advance notice procedures with regard to stockholder proposals not related to director nominations. These notice procedures, in the case of an annual meeting of stockholders, are the same as the notice requirements for stockholder proposals related to director nominations discussed above insofar as they relate to the timing of receipt of notice by our corporate secretary.

A stockholder's notice to our corporate secretary must be in proper written form and must set forth, as to each matter the stockholder and the beneficial owner (if any) proposes to bring before the meeting:

•: a description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend our bylaws, the language of the proposed amendment), the reasons for conducting the business at the meeting and any material interest in such business of such stockholder and beneficial owner on whose behalf the proposal is made;

•: the name and record address of the stockholder and beneficial owner;
•: the class and number of shares of our capital stock which are owned beneficially and of record by the stockholder and the beneficial owner;
•: a representation that the stockholder is a holder of record of our stock entitled to vote at the meeting and that the stockholder intends to appear in person or by proxy at the meeting to propose such business; and
•: a representation as to whether the stockholder or the beneficial owner intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding capital stock required to approve or adopt the business proposal, or otherwise to solicit proxies from stockholders in support of such proposal.

Limitations on Liability and Indemnification Matters. The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors' fiduciary duties. Our certificate of incorporation will include a provision that eliminates the personal liability of directors for actions taken as a director, except for liability:

•: for breach of duty of loyalty;
•: for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
•: under Section 174 of the DGCL (unlawful dividends); or
•: for transactions from which the director derived improper personal benefit.

Our certificate of incorporation and bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL. We are also expressly authorized to carry directors' and officers' insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Rights Plan. We will enter into a rights agreement prior to this offering. Pursuant to our rights agreement, one series A junior participating preferred stock purchase right will be issued for each share of our class A common stock and class B common stock (class A rights and class B rights, respectively) outstanding on the date this offering is completed. Our rights being issued are subject to the terms of our rights agreement.

Our board of directors will adopt our rights agreement to protect our stockholders from coercive or otherwise unfair takeover tactics. In general terms, our rights agreement works by imposing a significant penalty upon any person or group that acquires 15% or more of our outstanding common stock without the approval of our board of directors.

We provide the following summary description below. However, this description is only a summary, is not complete, and should be read together with our entire rights agreement, which has

been publicly filed with the Securities and Exchange Commission as an exhibit to the registration statement of which this prospectus is a part.

Our board of directors has authorized the issuance of one class A right for each share of our class A common stock and one class B right for each share of our class B common stock outstanding on the date this offering is completed.

Our rights initially trade with, and are inseparable from, our common stock. Our class A rights and class B rights are evidenced only by class A and class B certificates that represent shares of our class A or class B common stock. New rights will accompany any new shares of common stock we issue after the date this offering is completed until the date on which the rights are distributed as described below.

Each of our rights will allow its holder to purchase from us one one-hundredth of a share of our series A junior participating preferred stock for $ , once the rights become exercisable. Prior to exercise, our right does not give its holder any dividend, voting or liquidation rights.

Our rights will not be exercisable until:

•: ten business days after the public announcement that a person or group has become an "acquiring person" by obtaining beneficial ownership of 15% or more of our outstanding common stock or, if earlier,
•: ten business days (or a later date determined by our board of directors before any person or group becomes an acquiring person) after a person or group begins a tender or exchange offer that, if completed, would result in that person or group becoming an acquiring person.

In light of the selling stockholders' substantial ownership position, our rights agreement contains provisions excluding these stockholders, their affiliates and their Permitted Transferees who beneficially own 15% or more of our outstanding common stock from the operation of the adverse terms of our rights agreement. See "Certain Relationships and Related Transactions—Registration Rights Agreement" for a definition of Permitted Transferees.

Until the date our rights become exercisable, our certificates of class A and class B common stock also evidence our rights, and any transfer of shares of our common stock constitutes a transfer of our rights. After that date, our rights will separate from our common stock and be evidenced by book-entry credits or by class A and class B rights certificates that we will mail to all eligible holders of our class A and class B common stock. Any of our rights held by an acquiring person are void and may not be exercised.

If a person or group becomes an acquiring person, all holders of our class A rights except the acquiring person may, for the then applicable exercise price, purchase shares of our class A common stock with a market value of twice the then applicable exercise price, based on the market price of our class A common stock prior to such acquisition and all holders of class B rights, except the acquiring person may, for the then applicable exercise price, purchase class B common stock with a market value of twice the then applicable exercise price, based on the market price of class B common stock prior to such acquisition (which solely for the purposes of the rights agreement, shall be equal to the market price of our class A common stock).

If we are later acquired in a merger or similar transaction after the date our rights become exercisable, all holders of our rights except the acquiring person may, for the then applicable exercise price, purchase shares of the acquiring corporation with a market value of twice the then applicable exercise price, based on the market price of the acquiring corporation's stock prior to such merger.

Each one one-hundredth of a share of our series A junior participating preferred stock, if issued:

•: will not be redeemable;
•: will entitle holders to quarterly dividend payments of an amount equal to the dividend paid on one share of our class A common stock;
•: will entitle holders upon liquidation either to receive an amount equal to the payment made on one share of our class A common stock;
•: will have the same voting power as one share of our class A common stock; and
•: if shares of our class A common stock or class B common stock are exchanged via merger, consolidation or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of our class A common stock or class B common stock, as applicable and whichever is greater.

The value of one one-hundredth interest in a share of our preferred stock purchasable upon exercise of each right should approximate the value of one share of our class A common stock. Our rights will expire on the tenth anniversary of the completion of this offering.

Our board of directors may redeem our rights for $0.01 per right at any time before any person or group becomes an acquiring person. If our board of directors redeems any of our rights, it must redeem all of our rights. Once our rights are redeemed, the only right of the holders of our rights will be to receive the redemption price of $0.01 per right. The redemption price will be adjusted if we have a stock split or stock dividends of our common stock.

After a person or group becomes an acquiring person, but before an acquiring person owns 50% or more of our outstanding common stock, our board of directors may extinguish our rights by exchanging one share of our class A or class B common stock or an equivalent security for each class A and class B right, respectively, other than rights held by the acquiring person.

Our board of directors may adjust the purchase price of our preferred stock, the number of shares of our preferred stock issuable and the number of our outstanding rights to prevent dilution that may occur from a stock dividend, a stock split or a reclassification of our preferred stock or common stock. No adjustments to the purchase price of our preferred stock of less than 1% will be made.

The terms of our rights agreement may be amended by our board of directors without the consent of the holders of our rights. After a person or group becomes an acquiring person, our board of directors may not amend the agreement in a way that adversely affects holders of our rights.

Delaware Anti-Takeover Statute. We will be subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

•: prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•: upon completion of the transaction that 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, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those (1) shares owned by persons who are directors and also officers and

(2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•: at the time of or after the approval by the board of directors and the authorization at an annual or special meeting of stockholders of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66²/3% of the outstanding voting stock which is not owned by the interested stockholder.

A business combination generally includes a merger, asset or stock sale, or other transaction with an interested stockholder. An interested stockholder is generally a person who, together with its affiliates and associates, owns or, in the case of affiliates or associates of the corporation, owned 15% or more of a corporation's outstanding voting securities within three years prior to the determination of interested stockholder status.

Listing

Application has been made to list the Class A common stock on the New York Stock Exchange under the symbol "IHS."

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be .

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our Class A common stock. Future sales of substantial amounts of our Class A common stock in the public market could adversely affect market prices prevailing from time to time. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have shares of Class B common stock outstanding, and shares of Class A common stock outstanding. Of these shares, the Class A common stock shares, or Class A common stock shares (if the underwriters exercise in full their option to purchase additional shares), sold in this offering will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing "affiliates," as that term is defined in Rule 144 under the Securities Act. The remaining shares of Class A common stock and shares of Class B common stock are "restricted shares" as defined in Rule 144. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144 or 701 of the Securities Act. As a result of the contractual lock-up periods described below and the provisions of Rules 144 and 701, these shares will be available for sale in the public market as follows:

Number of Shares		Date
		On the date of this prospectus.
		After October 17, 2005.
		After 180 days from the date of this prospectus, unless the lock-up period is extended as described below and in "Underwriting" (subject, in some cases, to Rule 144 volume limitations).
		One year from the date of this prospectus.

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after this offering, a person, or persons whose shares are aggregated, who owns shares that were purchased from us, or any affiliate, at least one year previously, is entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of our then-outstanding shares of Class A common stock, which will equal approximately shares immediately after this offering, or the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice of the sale on Form 144. Sales under Rule 144 are also subject to manner of sale provisions, notice requirements and the availability of current public information about us. We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our Class A common stock, the personal circumstances of the stockholder and other factors.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the three months preceding a sale, and who owns shares within the definition of "restricted securities" under Rule 144 that were purchased from us, or any affiliate, at least two years previously, would be entitled to sell shares under Rule 144(k) without regard to the volume limitations, manner of sale provisions, public information requirements or notice requirements described above. For so long as the selling stockholders continue to control us, they will be deemed to be our affiliates under Rule 144(k) and may not rely on the exemption from registration under Rule 144(k).

Rule 701

In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who purchases shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirements or other restrictions contained in Rule 701.

The Securities and Exchange Commission has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Securities Exchange Act of 1934, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described below under "—Lock-up Agreements," beginning 90 days after the date of this prospectus, may be sold by persons other than "affiliates," as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by "affiliates" under Rule 144 without compliance with its one-year minimum holding period requirement.

Registration Rights

Upon the one year anniversary of this offering, the selling stockholders will be entitled to various rights with respect to the registration of their shares of common stock under the Securities Act. See "Certain Relationships and Related Transactions—Registration Rights Agreement."

Equity Compensation Awards

We have not granted any stock options to purchase shares of our Class A common stock. Deferred stock units representing 1,301,801 shares of our Class A common stock were granted on December 23, 2004 to our current employees and directors who accepted the offer by IHS Group Inc. to exchange all outstanding stock options to purchase shares of its Class A non-voting common stock and IHS Group Inc. shares previously acquired upon the exercise of such options. See "Management—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Directors and Certain Employees." An additional shares of Class A common stock will be available for future equity compensation awards under our 2004 Long-Term Incentive Plan.

Upon completion of this offering, we intend to file a registration statement under the Securities Act covering all shares of our Class A common stock issuable pursuant to our 2004 Long-Term Incentive Plan and the 2004 Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc. Subject to Rule 144 volume limitations applicable to affiliates, shares registered under any registration statements will be available for sale in the open market, except to the extent that the shares are subject to vesting restrictions with us or the contractual restrictions described below.

Lock-Up Agreements

The selling stockholders have agreed with us not to sell or otherwise dispose of any of their shares of common stock for a period of one year following this offering. In addition we, our executive officers and directors and holders of substantially all of our common stock have agreed with the underwriters not to dispose of or hedge any of their Class A common stock or securities convertible into or exchangeable for shares of Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. and Citigroup Global Markets Inc. or in other limited circumstances. Our agreement does not apply to any shares of Class A common stock or securities convertible into or exchangeable for shares of Class A common stock issued pursuant to any existing employee benefit plans.

The 180-day restricted period described in the preceding paragraph will be extended if:

•: during the last 17 days of the 180-day restricted period IHS issues an earnings release or announces material news or a material event; or
•: prior to the expiration of the 180-day restricted period, IHS announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period,

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

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MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of common stock by a beneficial owner that is a "non-U.S. holder." This discussion does not apply to persons owning, or who have owned, more than 5% of our common stock. A "non-U.S. holder" is a person or entity that, for U.S. federal income tax purposes, is a:

•: non-resident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates,
•: foreign corporation, or
•: foreign estate or trust.

A "non-U.S. holder" does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition and is not otherwise a resident of the United States for U.S. federal income tax purposes. Such an individual is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the sale, exchange, or other disposition of common stock.

This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), and administrative pronouncements, judicial decisions and final, temporary, and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to non-U.S. holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective holders are urged to consult their tax advisors with respect to the particular tax consequences to them of owning and disposing of common stock, including the consequences under the laws of any state, local, or foreign jurisdiction.

Dividends

As discussed under "Dividend Policy" above, we do not currently expect to pay dividends. In the event that we do pay dividends, dividends paid to a non-U.S. holder of common stock generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a non-U.S. holder will be required to provide an Internal Revenue Service Form W-8BEN certifying its entitlement to benefits under a treaty.

The withholding tax does not apply to dividends paid to a non-U.S. holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. holder's conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. holder were a U.S. resident. A non-U.S. corporation receiving effectively connected dividends may also be subject to an additional "branch profits tax" imposed at a rate of 30% (or a lower treaty rate).

Gain on Disposition of Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax (including the "branch profits tax") on gain realized on a sale or other disposition of common stock unless:

•: the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, subject to an applicable treaty providing otherwise, or
•: we are or have been a U.S. real property holding corporation, at any time within the five-year period preceding the disposition or the non-U.S. holder's holding period, whichever

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period is shorter, and our common stock has ceased to be regularly traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs.

We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the Internal Revenue Service in connection with payments of dividends and the proceeds from a sale or other disposition of common stock. You may have to comply with certification procedures to establish that you are not a United States person in order to avoid information reporting and backup withholding tax requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid the backup withholding tax as well. The amount of any backup withholding from a payment to you will be allowed as a credit against your United States federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the Internal Revenue Service.

Federal Estate Tax

An individual non-U.S. holder who is treated as the owner of, or has made certain lifetime transfers of, an interest in the common stock will be required to include the value of the stock in his gross estate for U.S. federal estate tax purposes, and may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

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UNDERWRITING

IHS, the selling stockholders and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and Citigroup Global Markets Inc. are acting as joint book-running managers for the offering, Morgan Stanley & Co. Incorporated is acting as joint lead manager for the offering and, together with UBS Securities LLC, KeyBanc Capital Markets, A Division of McDonald Investments Inc., and Piper Jaffray & Co., are the representatives of the underwriters.

Underwriters			Number of Shares
Goldman, Sachs & Co.
Citigroup Global Markets Inc.
Morgan Stanley & Co. Incorporated
UBS Securities LLC
KeyBanc Capital Markets, A Division of McDonald Investments Inc.
Piper Jaffray & Co.

	Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional shares from the selling stockholders to cover such sales. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by IHS and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.

Paid by IHS

		No Exercise			Full Exercise
Per Share		$			$
Total		$			$

Paid by the Selling Stockholders

		No Exercise			Full Exercise
Per Share		$			$
Total		$			$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. Any such securities dealers may resell any shares purchased from the underwriters to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms.

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IHS and its executive officers and directors and holders of substantially all of the common stock of IHS have agreed with the underwriters not to dispose of or hedge any of their Class A common stock or securities convertible into or exchangeable for shares of Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. and Citigroup Global Markets Inc. or in other limited circumstances. IHS's agreement does not apply to any shares of Class A common stock or securities convertible into or exchangeable for shares of Class A common stock issued pursuant to any existing employee benefit plans. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

The 180-day restricted period described in the preceding paragraph will be extended if:

•: during the last 17 days of the 180-day restricted period, IHS issues an earnings release or announces material news or a material event; or
•: prior to the expiration of the 180-day restricted period, IHS announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period,

Prior to the offering, there has been no public market for the shares. The initial public offering price will be negotiated among IHS, the selling stockholders and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be IHS's historical performance, estimates of the business potential and earnings prospects of IHS, an assessment of IHS's management and the consideration of the above factors in relation to market valuation of companies in related businesses.

Application will be made to list the Class A common stock on the New York Stock Exchange under the symbol "IHS." In order to meet one of the requirements for listing the Class A common stock on the NYSE, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 2,000 beneficial holders.

In connection with the offering, the underwriters may purchase and sell shares of Class A common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares from the selling stockholders in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Class A common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

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Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of IHS's stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Class A common stock. As a result, the price of the Class A common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

A prospectus in electronic format may be made available by one or more of the representatives of the underwriters and may also be made available on websites maintained by other underwriters. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the underwriters to the underwriters that may make Internet distributions on the same basis as other allocations.

Each underwriter has represented, warranted and agreed that: (i) it has not offered or sold and, prior to the expiry of a period of six months from the closing of the offering, will not offer or sell any shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with the issue or sale of any shares in circumstances in which section 21(1) of the FSMA does not apply to IHS; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold, transferred or delivered, as part of their initial distribution or at any time thereafter, directly or indirectly, to any individual or legal entity in the Netherlands other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade, which includes banks, securities intermediaries, insurance companies, pension funds, other institutional investors and commercial enterprises which, as an ancillary activity, regularly trade or invest in securities.

The shares may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the shares may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which such offer, sale or invitation does not constitute an offer or sale, or invitation for subscription or purchase, of the shares to the public in Singapore.

Each underwriter has acknowledged and agreed that the shares have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be

105

offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan and (ii) in compliance with any other applicable requirements of Japanese law.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

IHS and the selling stockholders estimate that the total expenses of the offering, excluding the underwriting discount, will be approximately $ . IHS has agreed that it will pay all expenses of the offering on behalf of itself and the selling stockholders, except that the selling stockholders will pay the underwriting discount with respect to the shares to be sold by them in this offering.

IHS and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for IHS for which they received or will receive customary fees and expenses. C. Michael Armstrong, who is on the board of directors of Citigroup Inc., an affiliate of Citigroup Global Markets Inc., and Michael Klein, who is Chief Executive Officer of Global Banking for Citigroup Inc. and Vice Chairman of Citigroup International PLC, an affiliate of Citigroup Global Markets Inc., serve on the board of directors of IHS. In addition, KeyBank National Association, an affiliate of KeyBanc Capital Markets, A Division of McDonald Investments Inc., is the lead arranger, sole book runner, administrative agent and a lender under IHS's credit facility.

VALIDITY OF CLASS A COMMON STOCK

The validity of the shares of Class A common stock offered hereby will be passed upon for us by Davis Polk & Wardwell, New York, New York, and for the underwriters by Sullivan & Cromwell LLP, Washington, D.C.

EXPERTS

The consolidated financial statements of IHS Inc. at November 30, 2003 and 2004, and for each of the three years in the period ended November 30, 2004, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Class A common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the company and its Class A common stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov, from which interested persons can electronically access the registration statement, including the exhibits and any schedules thereto. The registration statement, including the exhibits and schedules thereto, are also available for

106

reading and copying at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

As a result of the offering, we will become subject to the full informational requirements of the Securities Exchange Act of 1934, as amended. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent public accounting firm. We also maintain an Internet site at www.ihs.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Changes in Stockholders' Equity		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of IHS Inc.

We have audited the accompanying consolidated balance sheets of IHS Inc. as of November 30, 2004 and 2003, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended November 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of IHS Inc. at November 30, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended November 30, 2004, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Denver, Colorado
January 17, 2005

F-2

IHS INC.

CONSOLIDATED BALANCE SHEETS

			As of November 30,
			2003			2004
			(In thousands)
Assets
Current assets:
	Cash and cash equivalents		$	24,051		$	124,452
	Accounts receivable, net			107,474			117,873
	Deferred subscription costs			15,209			25,727
	Deferred income taxes			3,774			12,173
	Assets held for sale			8,707			—
	Other			8,274			11,625

Total current assets				167,489			291,850
Non-current assets:
	Property and equipment, net			49,977			49,591
	Intangible assets, net			2,958			26,821
	Goodwill, net			229,418			301,880
	Preferred stock investments in related parties			71,850			—
	Prepaid pension asset			96,835			81,242
	Other			1,586			1,260

Total non-current assets				452,624			460,794

Total assets			$	620,113		$	752,644

Liabilities and stockholders' equity
Current liabilities:
	Short-term capital leases		$	68		$	48
	Accounts payable			53,459			39,516
	Accrued compensation			13,448			28,869
	Accrued royalties			12,981			26,307
	Other accrued expenses			19,341			28,262
	Income tax payable			8,702			9,114
	Deferred subscription revenue			98,444			140,120
	Other current liabilities			2,428			—

Total current liabilities				208,871			272,236
Long-term debt and capital leases				725			607
Accrued pension liability				3,855			7,531
Accrued post-retirement benefits				31,458			18,740
Deferred income taxes				13,237			11,533
Other liabilities				317			8,065
Minority interests				885			1,209
Stockholders' equity:
	Common stock, $1.00 par value, 1,000 shares authorized, issued and outstanding at November 30, 2003			1			—
	Class A common stock, $0.01 par value per share, 80,000,000 shares authorized, 41,250,000 issued and outstanding at November 30, 2004			—			413
	Class B common stock, $0.01 par value per share, 13,750,000 shares authorized, issued and outstanding at November 30, 2004			—			138
	Class C common stock, $1.00 par value per share, 1,000 shares authorized, issued and held in treasury at November 30, 2004			—			—
	Additional paid-in capital			122,850			133,972
	Retained earnings			252,725			301,887
	Accumulated other comprehensive loss			(14,811	)		(3,687	)

		Total stockholders' equity		360,765			432,723

Total liabilities and stockholders' equity			$	620,113		$	752,644

See accompanying notes.

F-3

IHS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

				Years Ended November 30,
				2002			2003			2004
				(In thousands, except per share amounts)
Revenue:
	Products			$	306,213		$	313,389		$	353,294
	Services				32,698			32,451			41,257

		Total revenue			338,911			345,840			394,551
Operating expenses:
	Cost of revenue:
		Products			140,655			134,247			152,772
		Services			24,513			26,702			29,434
		Compensation expense related to equity awards (Note 12)			—			—			4,437

			Total cost of revenue		165,168			160,949			186,643
		Selling, general and administrative			117,837			119,986			137,821
		Depreciation and amortization			9,352			8,943			10,142
		Compensation expense related to equity awards (Note 12)			—			—			17,368
		Gain on sales of assets, net			(2,660	)		(245	)		(5,532	)
		Impairment of assets			8,556			567			1,972
		Recovery of investment			(1,598	)		—			—
		Net periodic pension and post-retirement benefits			(10,866	)		(8,558	)		(5,791	)
		Earnings in unconsolidated subsidiaries			(2,934	)		(3,196	)		(437	)
		Other expense (income), net			(1,062	)		1,105			2,672

			Total operating expenses		281,793			279,551			344,858

Operating income					57,118			66,289			49,693
	Impairment of investment in affiliate				(7,900	)		—			—
	Gain on sale of investment in affiliate (Note 2)				—			—			26,601
	Interest income				1,043			1,359			1,140
	Interest expense				(3,535	)		(1,104	)		(450	)

		Non-operating income (expense), net			(10,392	)		255			27,291

Income before income taxes and minority interests					46,726			66,544			76,984
Provision for income taxes					(16,775	)		(23,935	)		(15,395	)

Income before minority interests					29,951			42,609			61,589
Minority interests					(23	)		(46	)		(275	)

Net income				$	29,928		$	42,563		$	61,314

Earnings per share:
	Basic and diluted			$	29,928		$	42,563		$	34

Weighted average shares:
	Basic and diluted (Note 19)				1			1			1,806

Total compensation expense related to equity awards is comprised of the following (Note 12):
Cost of products revenue				$	—		$	—		$	170
Cost of services revenue					—			—			4,267
Selling, general and administrative.					—			—			17,368

				$	—		$	—		$	21,805

See accompanying notes.

F-4

IHS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

	Common Stock: $1 Par Value; 1,000 Shares Authorized, Issued and Outstanding			Class A Common Stock: $0.01 Par Value; 80,000,000 Shares Authorized, 41,250,000 Shares Issued and Outstanding		Class B Common Stock: $0.01 Par Value; 13,750,000 Shares Authorized, Issued and Outstanding		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
	(In thousands)
Balance at November 30, 2001	$	1		$	—	$	—	$	122,850		$	180,234		$	(30,764	)	$	272,321
Net income		—			—		—		—			29,928			—			29,928
Foreign currency translation adjustments		—			—		—		—			—			4,326			4,326
Minimum pension liability adjustment, net of tax		—			—		—		—			—			(2,010	)		(2,010	)

Comprehensive income, net of tax																		32,244

Balance at November 30, 2002		1			—		—		122,850			210,162			(28,448	)		304,565
Net income		—			—		—		—			42,563			—			42,563
Foreign currency translation adjustments		—			—		—		—			—			14,850			14,850
Minimum pension liability adjustment, net of tax		—			—		—		—			—			(1,213	)		(1,213	)

Comprehensive income, net of tax																		56,200

Balance at November 30, 2003		1			—		—		122,850			252,725			(14,811	)		360,765
Effect of pension plan spin-off		—			—		—		—			(6,009	)		—			(6,009	)
Equity awards		—			—		—		11,672			—			—			11,672
Cash dividend		—			—		—		—			(1,843	)		—			(1,843	)
Distribution of preferred stock		—			—		—		—			(4,300	)		—			(4,300	)
Recapitalization		(1	)		413		138		(550	)		—			—			—
Net income		—			—		—		—			61,314			—			61,314
Foreign currency translation adjustments		—			—		—		—			—			13,268			13,268
Minimum pension liability adjustment, net of tax		—			—		—		—			—			(2,144	)		(2,144	)

Comprehensive income, net of tax																		71,958

Balance at November 30, 2004	$	—		$	413	$	138	$	133,972		$	301,887		$	(3,687	)	$	432,723

See accompanying notes.

F-5

IHS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Years Ended November 30,
			2002			2003			2004
			(In thousands)
Operating activities
Net income			$	29,928		$	42,563		$	61,314
Reconciliation of net income to net cash provided by operating activities:
	Depreciation and amortization			9,352			8,943			10,142
	Compensation expense related to equity awards (non-cash portion)			—			—			11,872
	Gain on sales of assets, net			(2,660	)		(245	)		(5,532	)
	Gain on sale of investment in affiliate			—			—			(26,601	)
	Recovery of investment			(1,598	)		—			—
	Impairment of assets			8,556			567			1,972
	Impairment of investment in affiliate			7,900			—			—
	Net periodic pension and post-retirement benefits			(10,866	)		(8,558	)		(5,791	)
	Minority interests			23			46			275
	Deferred income taxes			17,791			7,165			(1,424	)
	Change in assets and liabilities:
		Accounts receivable, net		15,605			(1,205	)		4,557
		Other current assets		(2,622	)		1,013			(11,755	)
		Accounts payable		383			4,005			(15,208	)
		Accrued expenses		6,755			(8,654	)		25,972
		Income taxes		(7,544	)		10,929			1,035
		Deferred subscription revenue		4,034			3,576			16,152
		Other liabilities		(302	)		—			—

Net cash provided by operating activities				74,735			60,145			66,980
Investing activities
Capital expenditures on property and equipment				(6,763	)		(4,123	)		(4,444	)
Change in other assets				(548	)		1,412			4,485
Acquisitions of businesses, net of cash acquired				—			(2,224	)		(70,331	)
Proceeds from sales of assets and investment in affiliate				4,652			—			104,893

Net cash provided by (used in) investing activities				(2,659	)		(4,935	)		34,603
Financing activities
Net payments on debt				(71,265	)		(44,153	)		(157	)
Cash dividends				—			—			(1,843	)

Net cash used in financing activities				(71,265	)		(44,153	)		(2,000	)

Net increase in cash and cash equivalents				811			11,057			99,583
Foreign exchange impact on cash balance				678			1,053			818
Cash and cash equivalents at the beginning of the year				10,452			11,941			24,051

Cash and cash equivalents at the end of the year			$	11,941		$	24,051		$	124,452

See accompanying notes.

F-6

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business and Significant Accounting Policies

IHS Inc. ("IHS," "we," "our," or "us") is a Delaware corporation wholly owned by Urpasis Investments Limited and Urvanos Investments Limited, Cyprus limited liability companies. We are one of the leading global providers of critical technical information, decision-support tools and services to customers in the energy, defense, aerospace, construction, electronics, and automotive industries.

We manage our business through two reportable segments: Energy and Engineering. Our Energy segment develops and delivers critical oil and gas industry data on exploration, development, production, and transportation activities to major global energy producers and national and independent oil companies. Our Energy segment also provides decision-support tools and operational, research, and strategic advisory services to these customers, as well as to utilities and transportation, petrochemical, coal, and power companies. Our Engineering segment provides solutions incorporating technical specifications and standards, regulations, parts data, design guides, and other information to customers in its targeted industries. We maintain an international sales and service network of subsidiaries and distributors.

Fiscal Year End

Our fiscal years end on November 30 of each year. References herein to individual years mean the year ended November 30. For example, 2002 means the year ended November 30, 2002.

Consolidation Policy

The consolidated financial statements include the accounts of all wholly owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Revenue Recognition

Revenue is recognized when all of the following criteria have been met: (a) persuasive evidence of an arrangement exists, (b) delivery has occurred or services have been rendered, (c) the price to the customer is fixed or determinable, and (d) collectibility is reasonably assured. Our revenue recognition policies are based on the guidance in Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, and Statement of Position (SOP) 97-2, Software Revenue Recognition.

Sales of critical information and decision-support tools

The majority of our revenue is derived from the sale of subscriptions to our critical information, which is recognized ratably as delivered over the subscription period. Costs that are directly related to the subscription revenue and are primarily comprised of prepaid royalty fees, are generally deferred and amortized to cost of revenue over the subscription period.

We do not defer the revenue for the limited number of sales of subscriptions in which we have no continuing responsibility to maintain and update the underlying database. We recognize this revenue upon the sale of these subscriptions and delivery of the information and tools. For a limited number of our offerings, we serve as the sales agent for third parties. We recognize revenue from these sales in according with Emerging Issues Task Force 99-19, Report Revenue Gross as a Principal versus Net as and Agent.

Revenue is recognized upon delivery for non-subscription-based sales.

F-7

In certain locations, we use dealers to distribute our critical information and decision-support tools. Revenue for products sold through dealers is recognized as follows:

•: For subscription based services, revenue is recognized ratably as delivered to the end user over the subscription period.
•: For non-subscription based products, revenue is recognized upon delivery to the dealer.

Services

We provide our customers with service offerings that are primarily sold on a stand-alone basis or as part of a multiple-element arrangement. Our service offerings are either separately priced in a standard-price book or, for services that are not in a standard-price book as the price varies based on the nature and complexity of the service offering, value is derived based on the estimated underlying effort for executing the associated deliverable in the contract. Revenue related to services performed under time- and material-based contracts is recognized in the period performed at the rate specified in the contract. Revenue associated with fixed-price contracts is recognized upon completion of each specified performance obligation under the terms of the contract. See discussion of "multiple-element arrangements" below. If the contract includes acceptance contingencies, revenue is recognized in the period in which we receive documentation of acceptance from the customer.

Multiple-element arrangements

In our business, multiple-element arrangements refer to contracts with separate fees for decision-support tools, maintenance, and related services. If the four criteria of revenue recognition are met, license fees are recognized ratably over the license period as long as there is an associated licensing period or a future obligation. Otherwise, revenue is recognized upon delivery. Certain contracts specify separate fees for decision-support tools and ongoing fees for maintenance and other support. If sufficient vendor-specific objective evidence of the fair value of each element of the arrangement exists, the elements of the contract are unbundled and are recognized as follows:

•: For non-subscription offerings of a multiple-element arrangement, the revenue is generally recognized for each element in the period in which delivery of the product to the customer or completion of services occurs or ratably over the term of the maintenance period.
•: In some instances, customer acceptance is required for services rendered. For those transactions, revenue is recognized in the period that customer acceptance is obtained.
•: For subscription offerings of a multiple-element arrangement, revenue is recognized ratably as delivered over the subscription period.

In instances where a multiple-element arrangement includes offerings for which vendor-specific objective evidence is not available, revenue is recognized after all obligations of performance are completed.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value.

F-8

Property and Equipment

Land, buildings and improvements, machinery and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows:

Buildings and improvements		7 to 30 years
Machinery and equipment		2 to 10 years

Leasehold improvements are depreciated over their estimated useful life, or the life of the lease, whichever is shorter. Maintenance, repairs and renewals of a minor nature are expensed as incurred. Betterments and major renewals which extend the useful lives of buildings, improvements, and equipment are capitalized.

Preferred Stock Investment in Related Parties

Investment in related parties consisted solely of preferred stock of companies in which TBG Holding, NV (TBG), our indirect controlling stockholder, holds common stock and are stated at cost, net of impairments. During 2004, we liquidated our preferred stock investments in related parties in conjunction with the disposition of the equity investments by TBG (see Note 2).

Identifiable Intangible Assets and Goodwill

Identifiable intangible assets with finite lives are amortized on a straight-line basis over their respective lives.

Minority Interest

We recognize the minority interests' share of net income in an amount equal to the minority interests' allocable portion of the common equity of certain consolidated subsidiaries. These subsidiaries are located in Germany and Switzerland and are included in our Engineering segment.

Income Taxes

Deferred income taxes are provided using tax rates enacted for periods of expected reversal on all temporary differences. Temporary differences relate to differences between the book and tax basis of assets and liabilities, principally goodwill, property and equipment, deferred subscription revenue, and pension assets and accruals. Pursuant to the provisions of SFAS No. 109, Accounting for Income Taxes, we regularly review the adequacy of our deferred tax asset valuation allowance. We recognize these benefits only when the underlying assessments indicate that it is more likely than not that the benefits will be realized.

Judgment is required in determining the worldwide provision for income taxes. Additionally, the income tax provision is based on calculations and assumptions that are subject to examination by

F-9

many different tax authorities and to changes in tax law and rates in many jurisdictions. We adjust our income tax provision in the period in which it becomes probable that actual results will differ from our estimates.

Foreign Currency

The functional currency of each of our foreign subsidiaries is that subsidiary's local currency. Monetary assets and liabilities are translated at year-end exchange rates. Income and expense items are translated at weighted-average rates of exchange prevailing during the year. Any translation adjustments are included in the foreign currency translation adjustment account in stockholders' equity. Transactions executed in different currencies resulting in exchange adjustments are translated at spot rates and resulting foreign exchange transaction gains and losses are included in the results of operations.

Research and Development

Costs of research and development, which are included in cost of revenue, are expensed as incurred and amounted to approximately $12.9 million, $7.0 million and $13.1 million for 2002, 2003 and 2004, respectively.

Software Development Costs

We account for software research and development costs in accordance with SFAS 86 and SOP 98-1. Our development process includes the requirement that we make a determination regarding technological feasibility. Upon such determination, management evaluates the nature and timing of costs to be capitalized. We capitalize these costs through the period that the product is generally available for sale. The capitalized amounts, net of accumulated amortization, are included in intangible assets in our consolidated balance sheet. The capitalized amounts are amortized over the expected period of benefit, not to exceed five years, and such amortization expense is included within cost of revenue in our consolidated statement of operations. The costs capitalized were $0, $0, and $0.6 million, in 2002, 2003 and 2004, respectively. Amortization expense was $0.3 million in each of 2002, 2003 and 2004.

Impairment of Long-Lived Assets

In 2003, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and the accounting and reporting provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting the Results of Operation, for the disposal of a segment of a business. Upon adoption, we evaluated the recoverability of our property and equipment and other long-lived assets in accordance with the new standard.

We periodically review the carrying amounts of long-lived assets to determine whether current events or circumstances warrant adjustment to such carrying amounts. Any impairment is measured by the amount that the carrying value of such assets exceeds their fair value, primarily based on estimated discounted cash flows. Considerable management judgment is necessary to estimate the fair value of assets. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value, less costs to sell.

F-10

Stock Option Accounting

As discussed in Note 13, IHS Group Inc., our wholly owned subsidiary, settled all of its options outstanding at November 30, 2004. IHS Group Inc. has elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise prices of IHS Group Inc.'s employee stock options have been equal to or greater than the estimated fair market value of the underlying stock on the date of the grant, no compensation expense for stock options has been recognized. SFAS No. 123, Accounting and Disclosure of Stock-Based Compensation (SFAS 123), establishes an alternative method of expense recognition for stock-based compensation awards to employees based on fair values. As of November 30, 2004, IHS Group Inc. has not yet adopted SFAS 123(R) for expense recognition purposes. See "New Accounting Pronouncement" below for further discussion concerning SFAS 123(R).

Pro forma information regarding net income and earnings per share is required by SFAS 123, and has been determined as if IHS Group Inc. had accounted for its employee stock options under the fair value method. The fair value of each option grant was estimated on the date of grant with the following weighted-average assumptions: risk-free interest rate of 3.0%, 2.8% and 3.0% in 2002, 2003 and 2004, respectively, expected life of five years, and expected dividends of 0%.

Option valuation models require the input of highly subjective assumptions including expected stock price characteristics significantly different from those of traded options. Because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

The weighted-average fair value of options granted during 2002 was $0.91 per option. The weighted-average fair value of options granted during 2003 at fair market value was $1.08 per option and for those granted in excess of fair market value was $0.64 per option. The weighted-average fair value of options granted during 2004 at fair market value was $1.27 per option. The options granted in excess of fair market value during 2004 had no value. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. Our pro forma net income if IHS Group Inc. had used the fair value accounting provisions of SFAS 123 are shown below, for the years ended November 30:

	2002			2003			2004
	(amounts in thousands except for per share amounts)
Net income (loss) as reported	$	29,928		$	42,563		$	61,314
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects for cash settlement of awards under APB 25	$	—		$	—		$	6,237
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(726	)		(1,084	)		(1,009	)
Deduct: Total stock-based employee compensation expense determined under fair value based method on cash settlement, net of related tax effects		—			—			(1,471	)

Pro forma	$	29,202		$	41,479		$	65,071

Earnings per share:
Basic and diluted, as reported	$	29,928		$	42,563		$	34
Basic and diluted, pro forma	$	29,202		$	41,479		$	36

F-11

As a result of the ultimate $9.4 million cash settlement of all outstanding options, both vested and unvested, the Company accelerated the vesting on unvested options which resulted in $1.471 million of compensation cost under SFAS 123. The cash settlement of vested and unvested options did not result in additional compensation as the cash paid for the options did not exceed the FMV on the settlement date.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires the use of significant management estimates. Actual results could differ from those estimates.

Concentration of Credit Risk

Our financial instruments that are exposed to concentrations of credit risk consist principally of accounts receivable and equity investments in related parties. Credit is extended to commercial customers based on an evaluation of the customer's financial condition; generally, collateral is not required. We maintain reserves for potential credit losses from such customers.

Fair Value of Financial Instruments

The carrying value of our financial instruments, including cash, accounts receivable, accounts payable and long-term debt, approximates their fair value.

New Accounting Pronouncement

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

Statement 123(R) permits public companies to adopt its requirements using one of two methods:

1.: A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the effective date.
2.: A "modified retrospective" method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures for either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

We are currently studying Statement 123(R) and have not yet decided which alternative to use when we adopt Statement 123(R), for our quarter ending on August 31, 2005. As permitted by Statement 123(R), we currently account for share-based payments to employees using APB Opinion 25's intrinsic value method and, as such, generally recognize no compensation cost for employee

F-12

stock options. Subsequent to November 30, 2004, we cancelled all of our outstanding options. Consequently, the adoption of Statement 123(R) will impact our results of operations if we grant share-based payments in the future. Had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact under Statement 123(R) as described in the disclosure of pro forma net income appearing earlier in Note 1 to our consolidated financial statements.

2. Acquisitions and Divestitures

All acquisitions are accounted for using the purchase method of accounting. The consolidated financial statements include all the assets and liabilities acquired and the results of operations from the respective dates of acquisition. Pro forma results of the acquired businesses have not been presented as they did not have a material impact on our results of operations. Significant transactions are discussed below.

Acquisitions

On December 9, 2003, we acquired the assets of International Petrodata Limited (IPL) for a total purchase price of approximately $16 million in cash. IPL, based in Calgary, Canada, provides critical information to the oil and gas exploration and production markets in Canada.

On September 1, 2004, we acquired the outstanding capital stock of Cambridge Energy Research Associates (CERA) for a total purchase price of approximately $31 million, net of cash acquired of $1.5 million. CERA provides syndicated research and strategic advisory services to energy companies.

On September 16, 2004, we acquired Intermat, Inc., a provider of decision-support tools for parts management, parts cleansing and predictive obsolescence projects, for a total purchase price of approximately $5 million in cash.

On September 20, 2004, we acquired the outstanding capital stock of USA Information Systems, Inc. (USA). The total purchase price was approximately $20 million, net of $0.5 million of acquired cash. USA provides decision-support tools and critical information to governments and government contractors.

The purchase prices for these acquisitions were allocated as follows:

		IPL		CERA		Intermat		USA		Total
		(In thousands)
Assets:
	Current assets	$	1,242	$	8,437	$	729	$	1,968	$	12,376
	Property and equipment		215		2,512		212		65		3,004
	Intangible assets		4,518		14,770		3,607		2,788		25,683
	Goodwill		12,528		27,474		1,182		18,821		60,005
	Deferred tax assets		—		2,241		—		—		2,241

Total assets			18,503		55,434		5,730		23,642		103,309

Liabilities:
	Current liabilities		2,418		18,164		430		4,157		25,169
	Long-term liabilities		—		7,809		—		—		7,809

Total liabilities			2,418		25,973		430		4,157		32,978

	Purchase price	$	16,085	$	29,461	$	5,300	$	19,485	$	70,331

F-13

Divestitures of Investments in Affiliates

During 2004, we divested our preferred stock investments in two related parties in which TBG held common stock. On September 17, 2004, we sold our preferred stock in one related party (TriPoint Global Communications, Inc.) for $94.2 million and we recorded a $26.6 million gain on the sale. On October 18, 2004, we distributed to TBG, in the form of a $4.3 million dividend, the preferred stock we owned in the second related party (Extruded Metals, Inc.). In 2002, we recorded a $7.9 million impairment charge in 2002 related to our preferred stock investment in Extruded Metals, Inc. The impairment charge was the result of writing down our investment to its estimated fair value.

3. Dissolution of Joint Venture

On January 1, 2004, we dissolved our joint venture with the British Standards Institution (BSI) in favor of a distribution agreement relating to certain products, which incorporate BSI standards and were previously sold through and owned by the joint venture. We recorded a $4.4 million gain in connection with the dissolution of the joint venture, and have included this gain in gain on sales of assets, net, in our consolidated statement of operations. The gain resulted from the fact that the cash distribution that we received in connection with the dissolution exceeded the balance of our investment in the joint venture. A $4.5 million deferred revenue balance was also recorded at the time of the dissolution. This amount represented the estimated fair value of the fulfillment obligation that we assumed relative to the subscription products whose ownership reverted back to us at the time of the dissolution.

4. Impairment of Assets

An $8.6 million impairment charge was recorded in 2002 relating to the following: buildings held for sale ($4.6 million); miscellaneous balances within our Engineering segment's services business ($1.5 million); decision-support tools within our Energy segment ($0.5 million); and a note receivable related to the divestment of Pyramid ($2.0 million). The impairment charges related to prepaid royalties and decision-support tools were based on undiscounted future cash flows of the respective businesses or products.

A $0.6 million impairment charge was recorded in 2003 relating to decision-support tools within our Energy segment. This impairment charge was based on a fair value analysis of the future cash flows of the related product.

A $2.0 million impairment charge was recorded in 2004 relating to decision-support tools within our Energy segment. This impairment charge occurred as a result of a decision by management to discontinue development efforts on the product.

F-14

5. Accounts Receivable

Our accounts receivable balance consists of the following as of November 30:

		2003			2004
		(In thousands)
Accounts receivable		$	111,695		$	123,077
	Less—accounts receivable allowance		(4,221	)		(5,204	)

Accounts receivable, net		$	107,474		$	117,873

The activity in our accounts receivable allowance consists of the following as of November 30:

	2002			2003			2004
	(In thousands)
Balance at beginning of year	$	6,839		$	4,793		$	4,221
Provision for bad debts		2,176			592			519
Recoveries and other additions		(576	)		307			1,415
Writeoffs and other deductions		(3,646	)		(1,471	)		(951	)

Balance at end of year	$	4,793		$	4,221		$	5,204

6. Property and Equipment

Property and equipment consists of the following at November 30:

	2003			2004
	(In thousands)
Land, buildings and improvements	$	47,551		$	49,228
Machinery and equipment		53,880			56,700

		101,431			105,928
Less: accumulated depreciation		(51,454	)		(56,337	)

	$	49,977		$	49,591

Depreciation expense was approximately $9.0 million, $8.6 million, and $8.2 million in 2002, 2003, and 2004, respectively.

During 2002, we determined that certain office buildings met the criteria of SFAS 121 for assets held for sale. Accordingly, the carrying value of the buildings was adjusted to $8.7 million, which represented their fair value less costs to sell. The resulting $4.6 million impairment loss was recorded in 2002 as a component of impairment of assets.

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7. Goodwill and Intangible Assets

The following tables present details of our intangible assets, other than goodwill, as of November 30, 2004:

			Useful Life	Gross		Accumulated Amortization			Net
			(Years)	(In thousands)
Intangible assets subject to amortization:
	Information databases		5-15	$	7,530	$	(1,067	)	$	6,463
	Customer relationships		2-5		7,052		(392	)		6,660
	Non-compete agreements		5		3,757		(177	)		3,580
	Developed computer software		5		2,364		(1,234	)		1,130
	Other		3-5		1,232		(216	)		1,016

		Total		$	21,935	$	(3,086	)	$	18,849
Intangible assets not subject to amortization:
	Trademarks				7,972		—			7,972

Total intangible assets				$	29,907	$	(3,086	)	$	26,821

Intangible assets as of November 30, 2003 were comprised of developed computer software.

The estimated future amortization expense of intangible assets is as follows:

Year	Amount
	(In thousands)
2005	$	4,120
2006		3,665
2007		3,507
2008		3,238
2009		1,687

Amortization expense of intangible assets was $0.4 million and $1.9 million for the years ended November 30, 2003 and November 30, 2004, respectively.

Changes in our goodwill from November 30, 2003 to November 30, 2004 were the result of the 2004 acquisitions (see Note 2) and foreign currency exchange rate fluctuations.

8. Debt

On October 22, 2002, we entered into a $95 million unsecured revolving credit agreement ("Agreement") with an expiration date of December 31, 2005, at which time any outstanding principal would have become due and payable. We paid origination fees and debt costs of $0.8 million, which we amortized to interest expense over the life of the Agreement.

The Agreement included various financial and operating covenants which we were in compliance with at November 30, 2004. Consistent with the terms of the Agreement, interest was payable periodically and ranged from LIBOR plus 125 basis points to LIBOR plus 187.5 basis points. At November 30, 2003 and 2004, there were no amounts outstanding under this Agreement. As discussed below, we terminated the Agreement subsequent to November 30, 2004, and we wrote off $0.3 million of remaining unamortized costs related to the Agreement at that time.

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On January 7, 2005, we entered into a $125 million unsecured revolving credit agreement ("New Agreement"), that has a feature allowing us to expand the facility to a maximum of $225 million. We expect origination fees and debt costs to be approximately $0.5 million, which will be amortized over the life of the New Agreement.

The New Agreement includes various financial and operating covenants. The New Agreement expires January 7, 2010, at which time any outstanding principal becomes due and payable.

Consistent with the terms of the New Agreement, interest is payable periodically and ranges from LIBOR plus 75 basis points to LIBOR plus 160 basis points. The facility fee is payable periodically and ranges from 15 basis points to 25 basis points.

9. Other Long-term Liabilities

Other long-term liabilities consist of the following at November 30:

		2003		2004
		(In thousands)
Non-compete agreements		$	—	$	4,850
Purchased above-market lease commitment			—		2,903
Other			317		312

	Total	$	317	$	8,065

10. Taxes on Income

The amounts of income before income taxes and minority interests by U.S. and foreign jurisdictions follow for the years ended November 30:

	2002		2003		2004
	(In thousands)
U.S.	$	3,513	$	25,804	$	28,855
Foreign		43,213		40,740		48,129

	$	46,726	$	66,544	$	76,984

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The provision for income tax expense (benefit), for the years ended November 30 was as follows:

			2002			2003			2004
			(In thousands)
Current:
	U.S.		$	(8,900	)	$	(955	)	$	2,788
	Foreign			12,237			16,861			14,046
	State			(4,353	)		864			(15	)

		Total current		(1,016	)		16,770			16,819

Deferred:
	U.S.			14,593			7,114			(2,265	)
	Foreign			2,021			(983	)		522
	State			1,177			1,034			319

		Total deferred		17,791			7,165			(1,424	)

		Provision for income taxes	$	16,775		$	23,935		$	15,395

The provision for income taxes recorded within the consolidated statements of operations differs from the provision determined by applying the U.S. statutory tax rate to pretax earnings as a result of the following for the years ended November 30:

	2002			2003			2004
	(In thousands)
Statutory U.S. federal income tax	$	16,354		$	23,290		$	26,944
State income tax, net of federal benefit		(822	)		1,564			309
Foreign rate differential		(3,014	)		(222	)		(3,230	)
U.S. tax on dividends from foreign affiliates, net of foreign tax credits (FTCs)		(1,325	)		4,608			5,940
Valuation allowance on FTCs		7,142			—			(6,712	)
Valuation allowance on capital loss		2,765			—			—
Worthless stock deduction		—			(3,373	)		—
Benefit of dividends received deduction		—			—			(6,518	)
Reduction of accrual due to audit settlements		(3,206	)		—			—
Other		(1,119	)		(1,932	)		(1,338	)

Income tax expense	$	16,775		$	23,935		$	15,395

Effective tax rate expressed as a percentage of pretax earnings		35.9	%		36.0	%		20.0	%

Undistributed earnings of our foreign subsidiaries were approximately $21 million at November 30, 2004. Those earnings are considered to be indefinitely reinvested; accordingly, no provision for U.S. federal and state income taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, we would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable due to the complexities associated with its hypothetical calculation. Withholding

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taxes of approximately $1.3 million would be payable upon remittance of all previously unremitted earnings at November 30, 2004.

The significant components of deferred tax assets and liabilities at November 30 were:

		2003			2004
		(In thousands)
Deferred tax assets:
	Accruals and reserves	$	3,805		$	10,185
	Deferred revenue		1,629			1,330
	Depreciation		1,899			232
	Tax credits		18,105			17,769
	Deferred loss on stock investment		3,609			3,609
	Net operating losses		1,397			3,511
	Other		496			161

			30,940			36,797
	Valuation allowance		(12,150	)		(6,082	)

	Net deferred tax assets		18,790			30,715

Deferred tax liabilities:
	Pension and post-retirement benefits		(23,654	)		(20,250	)
	Intangibles		(4,599	)		(9,825	)

	Total deferred tax liabilities		(28,253	)		(30,075	)

Net deferred tax asset (liability)		$	(9,463	)	$	640

As of November 30, 2004, we have net operating loss carryforwards totaling approximately $8.3 million, comprised of $4.3 million of U.S. loss carryforwards and $4.0 million of foreign loss carryforwards for tax purposes, which will be available to offset future taxable income. If not used, the U.S. tax carryforwards will expire between 2021 and 2024; the foreign tax loss carryforwards generally may be carried forward indefinitely. We believe the realization of substantially all of the deferred tax asset related to foreign net operating losses is not more likely than not to occur, and, accordingly, have placed a valuation allowance on this asset.

As of November 30, 2004, we have foreign tax credit (FTC) carryforwards of approximately $11.5 million, Research and Development (R&D) credit carryforwards of approximately $2.9 million, and Alternative Minimum Tax (AMT) credit carryforwards of approximately $3.3 million, which will be available to offset future U.S. tax liabilities. If not used, the FTC carryforwards will expire between 2010 and 2012, and the R&D credit carryforwards will expire between 2006 and 2024. The AMT credit carryforwards may be carried forward indefinitely. We believe that it is more likely than not that we will realize our R&D and AMT tax credit assets. As of November 30, 2004, we have unused capital losses totaling $1.7 million. If not used, these losses will expire in 2009. We believe the realization of this deferred tax asset is not more likely than not to occur and, accordingly, have placed a valuation allowance on this asset.

The valuation allowance for deferred tax assets decreased by $6.1 million in 2004. The decrease in this allowance was primarily due to the removal of most of the allowance on realization of FTC carryforwards. A provision in the American Jobs Creation Act of 2004 extended the carryforward period for unused FTCs; this extension along with our updated projections of future

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U.S. tax liabilities against which the unused FTCs may be utilized drove the release of this allowance as we believe it is more likely than not that substantially all of the FTCs will be realized before expiration.

We have provided what we believe to be an appropriate amount of tax for items that involve interpretation of the tax law. However, events may occur in the future that will cause us to reevaluate our current reserves and may result in an adjustment to the reserve for taxes.

11. Other Comprehensive Income (Loss)

		Foreign currency translation adjustments			Minimum pension liability adjustment			Accumulated other comprehensive income (loss)
					(In thousands)
Balances, November 30, 2001		$	(30,764	)	$	—		$	(30,764	)
	Foreign currency translation adjustments		4,326			—			4,326
	Minimum pension liability adjustment		—			(2,872	)		(2,872	)
	Tax benefit		—			862			862

			(26,438	)		(2,010	)		(28,448	)
Balances, November 30, 2002
	Foreign currency translation adjustments		14,850			—			14,850
	Minimum pension liability adjustment		—			(1,733	)		(1,733	)
	Foreign currency effect on pension		297			(297	)		—
	Tax benefit		—			520			520
	Foreign currency effect on tax benefit		(89	)		89			—

			(11,380	)		(3,431	)		(14,811	)
Balances, November 30, 2003
	Foreign currency translation adjustments		13,268			—			13,268
	Minimum pension liability adjustment		—			(3,062	)		(3,062	)
	Foreign currency effect on pension		565			(565	)		—
	Tax benefit		—			918			918
	Foreign currency effect on tax benefit		(170	)		170			—

Balances, November 30, 2004		$	2,283		$	(5,970	)	$	(3,687	)

12. 2004 Long-Term Incentive and Directors Stock Plans and the Offer to Exchange Options and Shares

IHS Inc. 2004 Long-Term Incentive Plan

The IHS Inc. 2004 Long-Term Incentive Plan became effective as of November 30, 2004.

The plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, cash-based awards, other stock-based awards and covered employee annual incentive awards.

We have authorized a maximum of 7,000,000 shares, minus the number of shares relating to any award granted and outstanding as of, or subsequent to, the effective date under any other of

F-20

our equity compensation plans. Subject to the plan, the maximum number of shares that may be available for grant pursuant to incentive stock options will be 4,000,000.

As of November 30, 2004, no awards of any kind under the IHS Inc. 2004 Long-Term Incentive Plan were outstanding.

IHS Inc. 2004 Directors Stock Plan

Our 2004 Directors Stock Plan became effective as of December 1, 2004. This plan is a sub-plan under our 2004 Long-Term Incentive Plan. Awards under this plan are granted in accordance with the 2004 Long-Term Incentive Plan and will constitute "nonemployee director awards" (as defined in that plan). Only nonemployee directors are eligible to participate in the plan. As of November 30, 2004, no awards were outstanding.

On each December 1, commencing with December 1, 2005, each nonemployee director (except for one):

•: who was not a director on the preceding December 1 will receive a one-time award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair market value (as defined in the plan) equal to $80,000; and
•: will receive both an award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair market value equal to $50,000, and an annual cash retainer award equal to $40,000, which cash-based award may be converted into deferred stock units or deferred.

On December 29, 2004, each nonemployee director (except for one):

•: who was elected to our board on or before November 18, 2004 received 8,000 shares of restricted stock; and
•: who was elected to our board on or after November 22, 2004 but before November 30, 2004 received 5,000 shares of restricted stock; and
•: who was a nonemployee director as of December 1, 2004 received 4,500 shares of restricted stock, in addition to any other shares of restricted stock he or she may have received under the plan.

Offer to Exchange Options and Shares

Offer. On November 22, 2004, IHS Group Inc. offered to exchange all outstanding stock options to purchase shares of its Class A non-voting common stock that were granted to senior executives, directors and certain employees (other than senior executives) under IHS Group Inc.'s 1998 and 2002 non-qualified stock option plans and IHS Group Inc. shares previously acquired upon the exercise of such options (the "Offer"). See Note 13 for further information concerning IHS Group Inc.'s 1998 and 2002 non-qualified stock options plans. The senior executives, employees and directors who accepted the Offer received:

•: cash in the amount equal to the excess of the estimated fair value at the date of offer, or $9.42, over the per share exercise price option for every IHS Group Inc. share underlying his

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or her outstanding option, vested or unvested, with an exercise price lower than $9.42 per share;

•: $9.42 in cash for every IHS Group Inc. share he or she previously acquired, upon the exercise of an option, and currently owns (which amount, to the extent applicable, was first applied to the repayment of the principal price of his or her loan in connection with his or her prior option exercise);
•: an additional $0.42 in cash for every IHS Group Inc. share he or she previously acquired and surrendered in order to satisfy his or her payroll tax withholding in connection with his or her prior exercise of an option; and
•: for senior executives, one restricted share of our Class A common stock for every three IHS Group Inc. shares underlying his or her outstanding options (or previously acquired upon the exercise of an option), regardless of whether such options were vested or unvested and regardless of their exercise price. Employees other than senior executives received one deferred stock unit representing one share of our Class A common stock for every three IHS Group Inc. shares underlying his or her outstanding options (or previously acquired upon the exercise of an option), regardless of whether such options were vested or unvested and regardless of their exercise price.

All senior executives, directors and certain other employees who received the Offer accepted it prior to the December 23, 2004 expiration of the Offer.

Vesting of our shares. Senior executives' restricted shares will vest in accordance with the following schedule:

•: one-third of the total number of restricted shares he or she received will vest on the 211th day following an initial public offering;
•: one-third of the total number of restricted shares he or she received will vest on the first anniversary of an initial public offering;
•: the remaining number of restricted shares he or she received will vest on the second anniversary of an initial public offering; and
•: if, as of October 1, 2007, he or she continues to hold any restricted shares, all such restricted shares will vest as of such date.

Deferred stock units and shares. Participants received their deferred stock units and, if applicable, cash, as soon as reasonably practicable after the expiration of the Offer. The shares underlying those deferred stock units will be delivered to participants on October 17, 2005.

Former Chief Executive Officer's deferred stock units. Pursuant to the amendment to his termination agreement, our former Chief Executive Officer tendered options to IHS Group Inc. previously issued for $1,040,000 in cash and 583,333 deferred stock units, each representing the right to receive one share of our Class A common stock. The shares underlying the deferred stock units will be delivered to our former CEO on June 1, 2006. In the event we have not had an initial public offering or change in control (as defined in the amendment) on or prior to June 1, 2006, our former CEO may authorize us to retain that number of shares of our stock necessary to satisfy the tax withholding obligation arising in connection with the delivery of the shares described above.

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Accounting treatment. On November 22, 2004, the Offer was extended to senior executives, directors, and certain employees other than senior executives. Although the corresponding awards were not granted until December 23, 2004, management believed at November 30, 2004, that the likelihood that the Offer would be accepted by all who received it was probable and the related cost could be reasonably estimated. Consequently, we accrued $21.8 million as of November 30, 2004. Of the $21.8 million charge, $4.4 million relates to cost of revenue and $17.4 million relates to selling, general and administrative expenses. The accrual of the Offer at November 30, 2004, includes (a) $9.9 million of cash to be paid to settle options under IHS Group Inc.'s 1998 and 2002 non-qualified stock option plans and IHS shares previously acquired upon the exercise of such options and (b) $11.9 million of the deferred stock units and shares. The cost associated with the restricted shares granted to senior executives will be recorded over the vesting period.

13. IHS Group Inc. 1998 and 2002 Non-Qualified Stock Option Plans

Through IHS Group Inc., a wholly owned subsidiary of IHS Inc., we maintained a stock option plan (the "Plan") that provided for granting of non-qualified stock options to certain employees for the purchase of shares of common stock. As discussed in Note 12, on November 22, 2004, IHS Group Inc. offered to exchange all outstanding stock options under its 1998 and 2002 non-qualified stock option plans. All individuals who received the Offer accepted it.

During 2004, IHS Group Inc. authorized an additional 1.2 million shares, bringing the total shares reserved for issuance pursuant to the Plan to 8.7 million. Options were granted with an exercise price not less than equal to the estimated fair market value of IHS Group Inc. shares at the date of grant. Options granted under the Plan generally vested 100% after the third anniversary of the grant date, and the maximum life of options granted was seven years. In December 2002, IHS Group Inc. adopted certain revisions to the Plan which provided, among other things, IHS Group Inc. with the right or obligation to acquire shares of common stock pursuant to the issuance of such stock options at the estimated fair market value at the date of acquisition.

F-23

The following table summarizes IHS Group Inc.'s stock option activity for the three years ended November 30, 2004:

				Outstanding Options
		Shares Available for Grant		Number of Shares		Weighted- Average Exercise Price
Balance at November 30, 2001:
	(395,000 exercisable)	1,614,000		3,386,000		$	7.36
	Options authorized	1,750,000		—
	Options granted	(1,307,250	)	1,307,250			6.54
	Options forfeited	1,723,000		(1,723,000	)		7.07

Balance at November 30, 2002:
	(740,000 exercisable)	3,779,750		2,970,250			7.27
	Options authorized	750,000		—
	Options granted at fair market value	(2,688,000	)	2,688,000			8.25
	Options granted in excess of fair market value	(1,500,000	)	1,500,000			9.05
	Options forfeited	610,600		(610,600	)		7.48

Balance at November 30, 2003:
	(3,065,900 exercisable)	952,350		6,547,650			8.06
	Options authorized	1,200,000		—
	Options granted at fair market value	(1,877,500	)	1,877,500			9.00
	Options granted in excess of fair market value	(250,000	)	250,000			12.00
	Options exercised	—		(475,200	)		5.38
Shares repurchased		67,000		—
	Options forfeited	889,250		(889,250	)		7.93

Balance at November 30, 2004:
	(3,198,700 exercisable)	981,100		7,310,700			7.91

Certain of IHS Group Inc.'s stock options were originally granted to our former CEO with a feature that guaranteed that the option would have a minimum value of $3.00 per option. This feature required IHS Group Inc. to record compensation expense at an amount equal to the difference between the fair value of IHS Group Inc.'s stock and the exercise price, subject to the $3.00 minimum value, over the three-year vesting period. IHS Group Inc. issued 1,000,000 options with this guarantee during 2001 and 250,000 options in 2002. IHS Group Inc. was required to issue an additional 250,000 options with this guarantee over each of the next two years. During 2002, these options were cancelled, in exchange for a deferred cash award equal to the minimum value, and a commitment to issue a similar number of new options during 2003 and 2004. IHS Group Inc. recorded in selling, general and administrative expenses approximately $1.9 million, $1.8 million and $0.8 million of compensation expense associated with this deferred cash award for 2002, 2003 and 2004, respectively.

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We settled all of these options at $9.42 after November 30, 2004 (see Note 12). The following table summarizes information concerning outstanding exercisable stock options as of November 30, 2004:

Exercise Prices	Number of Options Outstanding	Number of Options Exercisable
$ 5.38	193,200	193,200
6.54	836,500	836,500
8.25	2,257,000	—
8.38	1,000,000	1,000,000
9.00	1,696,000	—
9.42	75,000	—
9.54	250,000	250,000
9.97	381,000	381,000
11.25	250,000	250,000
12.00	250,000	166,000
13.42	122,000	122,000

	7,310,700	3,198,700

The weighted-average remaining contractual life for outstanding options was 4.6 years as of November 30, 2004.

Options granted to employees were recorded in accordance with APB 25. Therefore, since the exercise price of the employee stock options equaled the fair value of the underlying stock on the date of grant, no compensation expense was recognized.

14. Employee Retirement Benefits

We sponsor a non-contributory, defined-benefit retirement plan for all of the U.S. salaried employees of our Engineering segment. We also have a defined-benefit pension plan that covers certain employees of a subsidiary of our Engineering segment based in the United Kingdom (U.K.). We account for our participation in these plans in accordance with SFAS No. 87, Employers' Accounting for Pensions. Benefits for both plans are generally based on years of service and average base compensation. Plan funding strategies are influenced by employee benefit laws and tax laws. Our U.K. plan includes provision for employee contributions and inflation-based benefit increases for retirees.

On November 30, 2004, our U.S. plan was spun off. Previously, it was a part of a multi-employer plan (as defined under SFAS No. 87) sponsored by our consolidated subsidiary. As a consequence of the spin-off, our net pension asset was reduced by the $25.4 million value of the prepaid pension asset attributable to the non-IHS Inc. plans and recorded as a charge to equity.

The decrease in pension income from 2003 to 2004 is primarily due to the decline in the market value of plan investments that occurred from 2000 through 2002. Although pension investment returns were significant in 2003 and 2004, the impact of the three previous years' returns and a continued decline in interest rates reduced the funded positions of the plans to a level that resulted in the amortization of previously unrecognized actuarial losses. In addition, service cost for the U.K. plan in U.S. dollars increased due to the appreciation of the British pound

F-25

sterling against the dollar. The underfunded position of our U.K. plan resulted in the recognition of an additional minimum liability in 2002, 2003 and 2004.

Both U.S. and U.K. plan assets consist primarily of equity securities with smaller holdings of bonds and real estate. Equity assets are diversified between international and domestic investments, with additional diversification in the domestic category through allocations to large-cap, small-cap, and growth and value investments.

The U.S. plan's established investment policy seeks to balance the need to maintain a viable and productive capital base and yet achieve investment results superior to the actuarial rate consistent with our funds' investment objectives. Asset allocations are subject to ongoing analysis and possible modification as basic capital market conditions change over time (interest rates, inflation, etc.).

The following compares target asset allocation percentages as of the beginning of 2004 with actual asset allocations at the end of the 2004:

	U.S. Plan Assets				U.K. Plan Assets
	Target Allocations		Actual Allocations		Target Allocations		Actual Allocations
Equities	30-85	%	79	%	(a	)	81	%
Fixed Income	10-50		12		(a	)	9
Real Estate	0-15		—		(a	)	—
Other	0-40		9		(a	)	10

(a): Following an investment review, the U.K. plan's trustee's investment policy is to match the liabilities for active and deferred members with equity investment and match the liabilities for pensioner members with U.K. Treasury and other bonds. This would lead to a new asset allocation of approximately 50% investment in equities and property and 50% investment in debt securities. This change from the current allocation to the revised allocation is expected to take place in 2005.

Investment return assumptions for both plans have been determined by obtaining independent estimates of expected long-term rates of return by asset class and applying the returns to assets on a weighted-average basis.

We do not expect any required contributions to the U.S. plan during 2005. However, we expect to contribute approximately $0.9 million to the U.K. plan during 2005.

The following table provides the expected benefit payments from our trustees for our pension plans:

	U.S. Plan		U.K. Plan		Total
	(In thousands)
2005	$	10,319	$	752	$	11,071
2006		10,279		775		10,054
2007		10,266		798		11,064
2008		10,397		821		11,218
2009		10,510		846		11,356
2010-2014		58,544		4,615		63,159

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We recognized approximately $14.8 million, $12.8 million, and $10.5 million of net periodic pension benefit income in 2002, 2003, and 2004, respectively. The net periodic pension benefit income was based upon actuarial estimates. Net periodic pension benefit income in 2002, 2003, and 2004, includes the results from the multi-employer plan from which IHS's retirement plan was spun off effective November 30, 2004. The following table provides the components of the net periodic pension benefit income, for the years ended November 30:

	2002									2003									2004
	U.S. Plan			U.K. Plan			Total			U.S. Plan			U.K. Plan			Total			U.S. Plan			U.K. Plan			Total
	(In thousands)
Service costs incurred	$	3,269		$	433		$	3,702		$	3,601		$	567		$	4,168		$	4,052		$	700		$	4,752
Interest costs on projected benefit obligation		15,248			908			16,156			15,173			1,105			16,278			14,580			1,390			15,970
Expected return on plan assets		(31,742	)		(1,236	)		(32,978	)		(31,603	)		(1,217	)		(32,820	)		(29,537	)		(1,503	)		(31,040	)
Amortization of prior service cost		(2,916	)		—			(2,916	)		(608	)		—			(608	)		(580	)		—			(580	)
Amortization of actuarial loss		—			406			406			—			135			135			—			440			440
Special termination benefits		870			—			870			—			—			—			—			—			—

Net periodic pension benefit (income) expense	$	(15,271	)	$	511		$	(14,760	)	$	(13,437	)	$	590		$	(12,847	)	$	(11,485	)	$	1,027		$	(10,458	)

The changes in the projected benefit obligation and fair value of plan assets were as follows, for the years ended November 30:

	2003									2004
	U.S. Plan			U.K. Plan			Total			U.S. Plan			U.K. Plan			Total
	(In thousands)
Actuarial present value of accumulated benefit obligation	$	240,562		$	19,548		$	260,110		$	172,753		$	27,755		$	200,508

Change in projected benefit obligation
Net benefit obligation at beginning of year	$	229,242		$	15,685		$	244,927		$	256,643		$	20,657		$	277,300
Service costs incurred		3,601			567			4,168			4,052			700			4,752
Employee contributions		—			224			224			—			258			258
Interest costs on projected benefit obligation		15,173			1,105			16,278			14,580			1,390			15,970
Actuarial loss (gain)		23,391			2,227			25,618			(6,707	)		4,229			(2,478	)
Gross benefits paid		(14,764	)		(719	)		(15,483	)		(15,345	)		(719	)		(16,064	)
Plan amendment		—			—			—			308			—			308
Foreign currency exchange rate change		—			1,568			1,568			—			2,383			2,383
Effect of spin-off		—			—			—			(65,615	)		—			(65,615	)

Net benefit obligation at end of year	$	256,643		$	20,657		$	277,300		$	187,916		$	28,898		$	216,814

Change in plan assets
Fair value of plan assets at beginning of year	$	278,613		$	12,211		$	290,824		$	294,992		$	15,693		$	310,685
Actual return on plan assets		32,890			2,124			35,014			40,091			2,323			42,414
Employer contributions (distributions)		(1,747	)		590			(1,157	)		(1,727	)		858			(869	)
Employee contributions		—			224			224			—			258			258
Gross benefits paid		(14,764	)		(719	)		(15,483	)		(15,345	)		(719	)		(16,064	)
Foreign currency exchange rate change		—			1,263			1,263			—			1,811			1,811
Effect of spin-off		—			—			—			(79,585	)		—			(79,585	)

Fair value of plan assets at end of year	$	294,992		$	15,693		$	310,685		$	238,426		$	20,224		$	258,650

F-27

The funded status is as follows for the years ended November 30:

	2003									2004
	U.S. Plan			U.K. Plan			Total			U.S. Plan			U.K. Plan			Total
	(In thousands)
Reconciliation of funded status
Over/(under)funded status	$	38,349		$	(4,964	)	$	33,385		$	50,510		$	(8,674	)	$	41,836
Unrecognized net transition asset		(4,173	)		—			(4,173	)		(2,499	)		—			(2,499	)
Unrecognized prior service costs		1,099			—			1,099			397			—			397
Unrecognized net loss		61,560			6,011			67,571			32,834			9,672			42,506

Prepaid asset recognized in balance sheets	$	96,835		$	1,047		$	97,882		$	81,242		$	998		$	82,240

The amounts recognized in the balance sheet consist of the following as of November 30:

	2003								2004
	U.S. Plan		U.K. Plan			Total			U.S. Plan		U.K. Plan			Total
	(In thousands)
Prepaid asset	$	96,835	$	1,047		$	97,882		$	81,242	$	998		$	82,240
Accumulated other comprehensive loss		—		(4,902	)		(4,902	)		—		(8,529	)		(8,529	)

Net amount recognized at year end	$	96,835	$	(3,855	)	$	92,980		$	81,242	$	(7,531	)	$	73,711

Pension expense is actuarially calculated annually based on data available at the beginning of each year. Assumptions used in the actuarial calculation include the discount rate selected and disclosed at the end of the previous year as well as other assumptions detailed in the table below, for the years ended November 30:

	U.S. Plan				U.K. Plan
	2003		2004		2003		2004
Weighted-average assumptions as of year end
Discount rate	6.0	%	6.0	%	6.0	%	5.3	%
Average salary increase rate	4.5		4.5		4.5		4.3
Expected long-term rate of return on assets	8.5		8.5		8.5		6.7

Employees of certain subsidiaries of both the Energy and Engineering segments may participate in defined contribution plans. Benefit expense relating to these plans was approximately $2.2 million, $2.2 million, and $2.4 million for 2002, 2003 and 2004, respectively.

We have a Supplemental Income Plan, which is a non-qualified pension plan, for certain company executives. Benefit expense recognized under this plan was approximately $0.7 million, $0.2 million, and $0.7 million for 2002, 2003 and 2004, respectively.

15. Post-retirement Benefits

We sponsor a non-contributory, defined-benefit post-retirement plan, which provides certain health care benefits, for all U.S. salaried employees of our Engineering segment who also participate in the U.S. pension plan. We account for the plan pursuant to SFAS No. 106, Employers' Accounting for Post-retirement Benefits Other Than Pensions. Substantially all of our employees of

F-28

our Engineering segment may become eligible for these benefits if they reach normal retirement age while working for us.

We recognized approximately $3.9 million, $4.3 million, and $4.7 million of net periodic post-retirement benefit expense in 2002, 2003, and 2004, respectively, based upon actuarial estimates. The obligation under these plans was determined by the application of the terms of medical and life insurance plans together with relevant actuarial assumptions and health care cost trend rates ranging ratably from 10.25% in 2003 to 5.00% in 2011. We have not measured the impact of the prescription drug coverage under the Medicare Modernization Act because our plans are fully insured plans and the savings are dependent upon outside vendors. The discount rate used in determining the accumulated post-retirement benefit obligation was 6.5%, 6.0%, and 6.0% at November 30, 2002, 2003, and 2004, respectively.

On November 30, 2004, our plan was spun off. Previously, it was a part of a multi-employer plan sponsored by our consolidated subsidiary. As a consequence of the spin-off, our accrued post-retirement benefit account was reduced by the $15.7 million value of the accrued post-retirement benefit account attributable to the non-IHS Inc. plans and recorded as a charge to equity.

Net periodic post-retirement benefit expense for 2002, 2003, and 2004 includes the results from the multi-employer plan from which the IHS post-retirement plan was spun off effective November 30, 2004. The following table provides the components of the net periodic post-retirement benefit expense for the years ended November 30:

	2002		2003		2004
	(In thousands)
Service costs incurred	$	1,090	$	1,294	$	1,481
Interest costs		2,453		2,556		2,641
Amortization of net actuarial loss		351		439		545

Net periodic post-retirement benefit expense	$	3,894	$	4,289	$	4,667

The following table provides the components in the changes in the projected post-retirement benefit plan obligation for the years ended November 30:

	2003			2004
	(In thousands)
Post-retirement benefit obligation at beginning of year	$	38,895		$	43,438
Service costs		1,294			1,481
Interest costs		2,556			2,641
Actuarial loss		2,440			(100	)
Benefits paid		(1,747	)		(1,726	)
Effect of spin-off		—			(20,882	)

Post-retirement benefit obligation at end of year	$	43,438		$	24,852

The following table provides the reconciliation of funded status for the years ended November 30:

	2003			2004
	(In thousands)
Underfunded status	$	(43,438	)	$	(24,852	)
Unrecognized net actuarial loss		11,980			6,112

Accrued post-retirement benefit liability at end of year	$	(31,458	)	$	(18,740	)

F-29

Employer contributions to the post-retirement benefit plan expected to be paid during the year ending November 30, 2005, are approximately $0.9 million.

The following table provides the expected cash flows for our post-retirement benefit plan (in thousands):

2005	$	947
2006		1,024
2007		1,104
2008		1,162
2009		1,233
2010-2014		7,219

Assumed health-care cost trend rates have a significant effect on the amounts reported for the health-care plans. A one-percentage-point change in assumed health-care cost trend rates would have the following effects:

	One-percentage- point increase		One-percentage- point decrease
	(In thousands)
Effect on total of service and interest cost for the year ended November 30, 2004	$	820	$	(645	)
Effect on post-retirement benefit obligation as of November 30, 2004		4,288		(3,434	)

16. Long-term Leases, Commitments and Contingencies

Rental charges in 2002, 2003, and 2004 approximated $11.0 million, $10.8 million, and $12.7 million, respectively. Minimum rental commitments under noncancelable operating leases in effect at November 30, 2004 are as follows (in thousands):

2005	$	13,870
2006		10,701
2007		8,588
2008		7,868
2009		6,937
2010 and thereafter		1,429

	$	49,393

We had outstanding letters of credit in the aggregate amount of approximately $1.5 million and $1.7 million at November 30, 2003 and 2004, respectively.

From time to time, we are involved in litigation, most of which is incidental to our business. In our opinion, no litigation to which we currently are a party is likely to have a material adverse effect on our results of operations or financial condition.

F-30

17. Supplemental Cash Flow Information

Net cash provided by operating activities reflects cash payments for interest and income taxes as shown below, for the years ended November 30:

	2002		2003		2004
	(In thousands)
Interest paid	$	2,972	$	839	$	127

Income tax payments, net	$	4,519	$	10,204	$	16,651

In 2004, we distributed a preferred stock investment with a fair value of approximately $4.3 million to an affiliate.

Cash and cash equivalents amounting to approximately $124.5 million reflected on the consolidated balance sheets at November 30, 2004, are maintained primarily in U.S. Dollars, Canadian Dollars, British Pound Sterling, and Swiss Francs, and are subject to fluctuation in the current exchange rate.

18. Segment Information

We have two reportable segments: Energy and Engineering. Our Energy segment develops and delivers critical oil and gas industry data on exploration, development, production, and transportation activities to major global energy producers and national and independent oil companies. Our Energy segment also provides operational, research, and strategic advisory services to these customers, as well as to utilities and transportation, petrochemical, coal, and power companies. Our Engineering segment provides solutions incorporating technical specifications and standards, regulations, parts data, design guides, and other information to customers in its targeted industries. Both segments primarily derive their revenue from subscriptions.

Information as to the operations of our two segments is set forth below based on the nature of the offerings. Our Chief Executive Officer and his direct reports represent our chief operating decision maker, and they evaluate segment performance based primarily on revenue and operating profit. The accounting policies of our segments are the same as those described in the summary of significant accounting policies (see Note 1).

No single customer accounted for 10% or more of our total revenue for 2002, 2003, or 2004. There are no intersegment revenues for any period presented.

As shown below, certain corporate transactions are not allocated to the reportable segments. Amounts not allocated include compensation expense related to equity awards, net periodic pension and post-retirement benefits income, corporate-level impairments, gain on sales of corporate assets, and gain on sale of investment in affiliate.

	Energy		Engineering		Segment Totals		Amounts not Allocated		Consolidated Total
	(In thousands)
2002
Revenue	$	147,291	$	191,620	$	338,911	$	—	$	338,911
Segment operating income		30,520		22,344		52,864		4,254		57,118
Depreciation and amortization		3,290		4,853		8,143		1,209		9,352
Assets		198,989		185,941		384,930		196,361		581,291

F-31

2003
Revenue	$	156,151	$	189,689	$	345,840	$	—		$	345,840
Segment operating income		29,541		28,190		57,731		8,558			66,289
Depreciation and amortization		3,841		3,886		7,727		1,216			8,943
Assets		229,211		192,258		421,469		198,644			620,113
2004
Revenue	$	186,374	$	208,177	$	394,551	$	—		$	394,551
Segment operating income		32,311		32,983		65,294		(15,601	)		49,693
Depreciation and amortization		5,424		3,772		9,196		946			10,142
Assets		307,366		224,059		531,425		221,219			752,644

The following is a schedule of revenue by major product and service:

		2002		2003		2004
		(In thousands)
Critical information		$	268,508	$	275,097	$	308,484
Decision-support tools			37,705		38,292		44,810
Services			32,698		32,451		41,257

	Total revenue	$	338,911	$	345,840	$	394,551

The following is a schedule of revenue and long-lived assets by geographic location:

	2002				2003				2004
	Revenues		Long-lived assets		Revenues		Long-lived assets		Revenues		Long-lived assets
	(In thousands)
United States	$	185,332	$	127,808	$	180,307	$	160,038	$	196,672	$	218,653
United Kingdom		68,039		10,276		68,541		21,314		84,407		33,763
Canada		29,366		42,733		32,798		53,010		41,747		73,176
Switzerland		30,840		24,264		30,757		38,050		33,644		42,134
Rest of world		25,334		5,476		33,437		9,941		38,081		10,566

Total	$	338,911	$	210,557	$	345,840	$	282,353	$	394,551	$	378,292

Revenue by geographic area is generally based on the location of our subsidiary that receives credit for the sale (which may not correspond to either the billing address of the customer to which it was shipped or the foreign currency in which it was billed). Long-lived assets include property and equipment, net; intangible assets, net; and goodwill.

19. Reorganization and Recapitalization

Until November 9, 2004, Holland America Investment Corporation (HAIC U.S.), a Delaware corporation, was a wholly owned subsidiary of NV H.A.I.C. HAIC U.S. owned all of our outstanding stock. Effective November 9, 2004, HAIC U.S. became a wholly owned subsidiary of Urpasis Investments Limited and Urvanos Investments Limited, Cyprus limited liability companies.

On November 10, 2004, we changed our capitalization to 80,000 shares of Class A common stock, 13,750 shares of Class B common stock, and 1,000 shares of Class C common stock.

F-32

On November 12, 2004, HAIC U.S. contributed substantially all of its assets to us in exchange for our new common stock. Subsequently, HAIC U.S. liquidated by distributing its assets, comprised principally of our new common stock, to Urpasis Investments Limited and Urvanos Investments Limited.

On November 19, 2004, we changed our capitalization to 80,000,000 shares of Class A common stock, 13,750,000 shares of Class B common stock and 1,000 Shares of Class C common stock.

On December 13, 2004, we changed our name from IHS Group Inc. to IHS Inc.

20. Earnings per Common Share

Earnings per common share (EPS) is computed in accordance with SFAS No. 128, Earnings Per Share. Basic EPS is computed by dividing net income by the weighted average number of common share outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common shares.

Our authorized capital stock consists of 80,000,000 shares of Class A common stock, 13,750,000 shares of Class B common stock and 1,000 shares of Class C common stock. These classes have equal dividend rights and liquidation rights. However, the holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes per share on all matters to be voted upon by the stockholders. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock and will automatically convert, without any action by the holder, upon the earlier of the occurrence of specified events or four years from the date of our initial public offering. The calculation of weighted-average common shares outstanding aggregates both classes of common stock.

The computations of the basic and diluted EPS amounts are as follows for the years ended November 30 (in thousands, except per share amounts):

		2002		2003		2004
Net income		$	29,928	$	42,563	$	61,314

Weighted average common shares outstanding:
	Basic and diluted		1		1		1,806

Earnings per common share:
	Basic and diluted	$	29,928	$	42,563	$	34

F-33

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		11
Special Note Regarding Forward-Looking Statements		18
Use of Proceeds		19
Dividend Policy		19
Capitalization		20
Dilution		21
Selected Historical Consolidated Financial Data		22
Management's Discussion and Analysis of Financial Condition and Results of Operations		24
Business		41
Management		55
Principal and Selling Stockholders		84
Certain Relationships and Related Transactions		86
Description of Capital Stock		89
Shares Eligible for Future Sale		98
Material United States Federal Tax Considerations for Non-U.S. Holders of Common Stock		101
Underwriting		103
Validity of Class A Common Stock		106
Experts		106
Where You Can Find More Information		106
Index to Consolidated Financial Statements		F-1

Through and including , 2005 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

IHS Inc.

Class A Common Stock

PROSPECTUS

Joint Book-Running Managers

Goldman, Sachs & Co.

Citigroup

Joint Lead Manager

Morgan Stanley

UBS Investment Bank

KeyBanc Capital Markets

Piper Jaffray

Representatives of the Underwriters

Part II
Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

	Amount
SEC registration fee	$	41,195
NASD filing fee		35,500
New York Stock Exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous		*

Total	$	*

*: To be provided by amendment.

Each of the amounts set forth above, other than the SEC registration fee, the NASD filing fee and the New York Stock Exchange listing fee, is an estimate. These expenses will be borne by the Registrant.

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant's amended and restated certificate of incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

The Registrant intends to enter into indemnification agreements with each of its current and future directors to provide such directors with contractual assurances regarding the scope of indemnification set forth in the Registrant's amended and restated certificate of incorporation, and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's Certificate of Incorporation provides for such limitation of liability.

II-1

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The proposed form of Underwriting Agreement will provide for indemnification of directors and officers of the Registrant by the underwriters against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

Since October 2004, the Registrant issued the following securities:

•: 1,286,667 restricted shares of Class A common stock and deferred stock units representing 1,301,801 shares of Class A common stock to certain employees pursuant to the Offers Under the Non-Qualified Stock Option Plan and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc.; and
•: 636,667, 59,500, and 94,667 restricted shares of Class A common stock to certain senior executives, non-employee directors, and newly hired employees, respectively, pursuant to the Registrant's 2004 Long-Term Incentive Plan.

The issuances of the securities described in the transactions above were deemed to be exempt from registration under the Securities Act of 1933 in reliance on Rule 701 promulgated under the Securities Act as transactions pursuant to a compensatory benefit plan or a written contract related to compensation.

Item 16. Exhibits and Financial Statement Schedules.

(a): The following exhibits are filed as part of this Registration Statement:

Exhibit Number		Description
1*		Form of Underwriting Agreement
3.1*		Amended and Restated Certificate of Incorporation
3.2*		Amended and Restated By-Laws
4.1*		Form of Class A Common Stock Certificate
4.2*		Registration Rights Agreement among IHS Inc. and Urvanos Investments Limited and Urpasis Investments Limited
4.3*		Rights Agreement dated as of , 2005 between IHS Inc. and , as Rights Agent.
5*		Opinion of Davis Polk & Wardwell
10.1†		Amended and Restated Credit Agreement among IHS Inc., Information Handling Services Group Inc., Information Handling Services Inc., IHS Energy Group Inc., IHS Engineering Group UK Ltd., Petroconsultants S.A., KeyBank National Association, U.S. Bank National Association, Wells Fargo Bank, National Association, and the other lenders party thereto, dated as of January 7, 2005
10.2**		Employment Agreement by and between IHS Inc. and Charles A. Picasso, dated as of October 15, 2004
10.3**		Employment Agreement by and between IHS Inc. and Stephen Green, dated as of November 1, 2004

II-2

10.4**		Employment Agreement by and between IHS Inc. and Michael J. Sullivan, dated as of November 1, 2004
10.5**		Employment Agreement by and between IHS Inc. and H. John Oechsle, dated as of November 1, 2004
10.6**		Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of August 4, 2004
10.7**		Amendment to Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of November 29, 2004
10.8**		Termination Agreement and General Release and Waiver of Claims by and between Randolph A. Weil and Information Handling Services Group Inc., dated as of November 5, 2004
10.9**		IHS Inc. 2004 Long-Term Incentive Plan
10.10**		IHS Inc. 2004 Directors Stock Plan
10.11**		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2004 Restricted Stock Award
10.12**		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Charles A. Picasso, dated as of December 23, 2004
10.13**		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Jerre L. Stead, dated as of December 23, 2004
10.14**		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for H. John Oechsle, dated as of December 23, 2004
10.15**		Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc., dated as of November 22, 2004 (for senior executives)
10.16**		Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc., dated as of November 22, 2004 (for directors and other employees)
10.17**		IHS Supplemental Income Plan
10.18**		Summary sheet for nonemployee director compensation
10.19*		Form of indemnification agreement
10.20†		IHS Executive Relocation Policy (2004)
10.21†		Letter to Charles Picasso regarding IHS' Cherry Creek Country Club membership, dated January 26, 2005
21†		List of Subsidiaries of the Registrant
23.1†		Consent of Ernst & Young LLP
23.2*		Consent of Davis Polk & Wardwell (included in Exhibit 5)
24**		Power of Attorney (previously included on signature page to this Registration Statement)

*: To be filed by amendment.
**: Previously filed.

II-3

†

Filed herewith.

(b): Financial Statement Schedules

All schedules for the Registrant have been omitted since the required information is not present or because the information is included in the financial statements or notes thereto.

Item 17. Undertakings

The undersigned hereby undertakes:

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to its Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on the 18th day of March 2005.

		IHS INC.
		By:	/s/ CHARLES A. PICASSO Name: Charles A. Picasso Title: President and Chief Executive Officer

II-5

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on the 18th day of March 2005.

Signature		Title

* Charles A. Picasso		President and Chief Executive Officer (Principal Executive Officer)
* Michael J. Sullivan		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
* Jerre L. Stead		Chairman of the Board
* C. Michael Armstrong		Director
* Roger Holtback		Director
* Balakrishnan S. Iyer		Director
* Michael Klein		Director
* Richard W. Roedel		Director
* Michael v. Staudt		Director

*By:

/s/ STEPHEN GREEN

Stephen Green
Attorney-in-Fact

II-6

EXHIBIT INDEX

Exhibit Number		Description
1*		Form of Underwriting Agreement
3.1*		Amended and Restated Certificate of Incorporation
3.2*		Amended and Restated By-Laws
4.1*		Form of Class A Common Stock Certificate
4.2*		Registration Rights Agreement among IHS Inc. and Urvanos Investments Limited and Urpasis Investments Limited
4.3*		Rights Agreement dated as of , 2005 between IHS Inc. and as Rights Agent.
5*		Opinion of Davis Polk & Wardwell
10.1†		Amended and Restated Credit Agreement among IHS Inc., Information Handling Services Group Inc., Information Handling Services Inc., IHS Energy Group Inc., IHS Engineering Group UK Ltd., Petroconsultants S.A., KeyBank National Association, U.S. Bank National Association, Wells Fargo Bank, National Association, and the other lenders party thereto, dated as of January 7, 2005
10.2**		Employment Agreement by and between IHS Inc. and Charles A. Picasso, dated as of October 15, 2004
10.3**		Employment Agreement by and between IHS Inc. and Stephen Green, dated as of November 1, 2004
10.4**		Employment Agreement by and between IHS Inc. and Michael J. Sullivan, dated as of November 1, 2004
10.5**		Employment Agreement by and between IHS Inc. and H. John Oechsle, dated as of November 1, 2004
10.6**		Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of August 4, 2004
10.7**		Amendment to Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of November 29, 2004
10.8**		Termination Agreement and General Release and Waiver of Claims by and between Randolph A. Weil and Information Handling Services Group Inc., dated as of November 5, 2004
10.9**		IHS Inc. 2004 Long-Term Incentive Plan
10.10**		IHS Inc. 2004 Directors Stock Plan
10.11**		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2004 Restricted Stock Award
10.12**		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Charles A. Picasso, dated as of December 23, 2004
10.13**		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Jerre L. Stead, dated as of December 23, 2004
10.14**		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for H. John Oechsle, dated as of December 23, 2004
10.15**		Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc., dated as of November 22, 2004 (for senior executives)

10.16**		Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc., dated as of November 22, 2004 (for directors and other employees)
10.17**		IHS Supplemental Income Plan
10.18**		Summary sheet for nonemployee director compensation
10.19*		Form of indemnification agreement
10.20†		IHS Executive Relocation Policy (2004)
10.21†		Letter to Charles Picasso regarding IHS' Cherry Creek Country Club membership, dated January 26, 2005
21†		List of Subsidiaries of the Registrant
23.1†		Consent of Ernst & Young LLP
23.2*		Consent of Davis Polk & Wardwell (included in Exhibit 5)
24**		Power of Attorney (previously included on signature page to this Registration Statement)

*: To be filed by amendment.
**: Previously filed.
†: Filed herewith.

QuickLinks

PROSPECTUS SUMMARY
Our Company
Our Competitive Strengths
Our Growth Strategy
Ownership Structure
Risk Factors
Company Information
The Offering
Summary Consolidated Financial Data
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
SUMMARY COMPENSATION TABLE
OPTION GRANTS IN LAST YEAR (2004)
AGGREGATED OPTION EXERCISES IN LAST YEAR (2004) AND YEAR-END OPTION VALUES
PENSION PLAN TABLE
PRINCIPAL AND SELLING STOCKHOLDERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CAPITAL STOCK
SHARES ELIGIBLE FOR FUTURE SALE
MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK
UNDERWRITING
Paid by IHS
Paid by the Selling Stockholders
VALIDITY OF CLASS A COMMON STOCK
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
IHS INC. CONSOLIDATED BALANCE SHEETS
IHS INC. CONSOLIDATED STATEMENTS OF OPERATIONS
IHS INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
IHS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
IHS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Part II Information Not Required in Prospectus
SIGNATURES
EXHIBIT INDEX
EX-10.1 2 a2151466zex-10_1.htm EXHIBIT 10.1

Exhibit 10.1

AMENDED AND RESTATED
CREDIT AGREEMENT

among

IHS INC.,
INFORMATION HANDLING SERVICES GROUP INC.,
INFORMATION HANDLING SERVICES INC.,
IHS ENERGY GROUP INC.

and

THE FOREIGN BORROWERS NAMED HEREIN,
as Borrowers,

THE LENDERS NAMED HEREIN,
as Lenders,

and

KEYBANK NATIONAL ASSOCIATION,
as Lead Arranger, Sole Book Runner and Administrative Agent,

U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agent,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent

dated as of
January 6, 2005

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS
Section 1.1. Definitions
Section 1.2. Accounting Terms
Section 1.3. Terms Generally

ARTICLE II. AMOUNT AND TERMS OF CREDIT
Section 2.1. Amount and Nature of Credit
Section 2.2. Revolving Credit
Section 2.3. Interest
Section 2.4. Evidence of Indebtedness
Section 2.5. Notice of Credit Event; Funding of Loans
Section 2.6. Payment on Loans and Other Obligations
Section 2.7. Prepayment
Section 2.8. Facility and Other Fees
Section 2.9. Modifications to Commitment
Section 2.10. Computation of Interest and Fees
Section 2.11. Mandatory Payment
Section 2.12. Liability of Borrowers
Section 2.13. Addition of Foreign Borrowers or Foreign Guarantors
Section 2.14. Extension of Commitment

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO LIBOR FIXED RATE LOANS; INCREASED CAPITAL; TAXES
Section 3.1. Requirements of Law
Section 3.2. Taxes
Section 3.3. Funding Losses
Section 3.4. Eurodollar Rate or Alternate Currency Rate Lending Unlawful; Inability to Determine Rate

ARTICLE IV. CONDITIONS PRECEDENT
Section 4.1. Conditions to Each Credit Event
Section 4.2. Conditions to the First Credit Event
Section 4.3. Post-Closing Conditions

ARTICLE V. COVENANTS
Section 5.1. Insurance
Section 5.2. Money Obligations
Section 5.3. Financial Statements and Information
Section 5.4. Financial Records
Section 5.5. Franchises; Change in Business
Section 5.6. ERISA Compliance
Section 5.7. Financial Covenants

Section 5.8. Borrowing
Section 5.9. Liens
Section 5.10. Regulations T, U and X
Section 5.11. Investments, Loans and Guaranties
Section 5.12. Merger and Sale of Assets
Section 5.13. Acquisitions
Section 5.14. Notice
Section 5.15. Environmental Compliance
Section 5.16. Affiliate Transactions
Section 5.17. Use of Proceeds
Section 5.18. Corporate Names
Section 5.19. Restricted Payments
Section 5.20. Subsidiary Guaranties
Section 5.21. Restrictive Agreements
Section 5.22. Amendment of Organizational Documents
Section 5.23. Negative Pledge on IHS Stock

ARTICLE VI. REPRESENTATIONS AND WARRANTIES
Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification
Section 6.2. Corporate Authority
Section 6.3. Compliance with Laws and Contracts
Section 6.4. Litigation and Administrative Proceedings
Section 6.5. Title to Assets
Section 6.6. Liens and Security Interests
Section 6.7. Tax Returns
Section 6.8. Environmental Laws
Section 6.9. Continued Business
Section 6.10. Employee Benefits Plans
Section 6.11. Consents or Approvals
Section 6.12. Solvency
Section 6.13. Financial Statements
Section 6.14. Regulations
Section 6.15. Material Agreements
Section 6.16. Intellectual Property
Section 6.17. Insurance
Section 6.18. Accurate and Complete Statements
Section 6.19. Investment Company; Holding Company
Section 6.20. Defaults

ARTICLE VII. EVENTS OF DEFAULT
Section 7.1. Payments
Section 7.2. Special Covenants
Section 7.3. Other Covenants

Section 7.4. Representations and Warranties
Section 7.5. Cross Default
Section 7.6. ERISA Default
Section 7.7. Change in Control
Section 7.8. Money Judgment
Section 7.9. Material Adverse Change
Section 7.10. Validity of Loan Documents
Section 7.11. Discontinue Business
Section 7.12. Solvency of Certain Companies
Section 7.13. Solvency

ARTICLE VIII. REMEDIES UPON DEFAULT
Section 8.1. Optional Defaults
Section 8.2. Automatic Defaults
Section 8.3. Letters of Credit
Section 8.4. Offsets
Section 8.5. Equalization Provision
Section 8.6. Other Remedies

ARTICLE IX. THE AGENT
Section 9.1. Appointment and Authorization
Section 9.2. Note Holders
Section 9.3. Consultation With Counsel
Section 9.4. Documents
Section 9.5. Agent and Affiliates
Section 9.6. Knowledge of Default
Section 9.7. Action by Agent
Section 9.8. Notice of Default
Section 9.9. Release of Guarantor of Payment
Section 9.10. Indemnification of Agent
Section 9.11. Successor Agent
Section 9.12. Other Agents

ARTICLE X. MISCELLANEOUS
Section 10.1. Lenders’ Independent Investigation
Section 10.2. No Waiver; Cumulative Remedies
Section 10.3. Amendments, Consents
Section 10.4. Notices
Section 10.5. Costs, Expenses and Taxes
Section 10.6. Indemnification
Section 10.7. Obligations Several; No Fiduciary Obligations
Section 10.8. Execution in Counterparts
Section 10.9. Binding Effect; Borrowers’ Assignment

iii

Section 10.10. Lender Assignments
Section 10.11. Sale of Participations
Section 10.12. Patriot Act Notice
Section 10.13. Severability of Provisions; Captions; Attachments
Section 10.14. Entire Agreement
Section 10.15. Legal Representation of Parties
Section 10.16. Currency
Section 10.17. Governing Law; Submission to Jurisdiction
Section 10.18. Jury Trial Waiver

Exhibit A		Form of U.S. Borrower Revolving Credit Note
Exhibit B		Form of Foreign Borrower Revolving Credit Note
Exhibit C		Form of Swing Line Note
Exhibit D		Form of Notice of Loan
Exhibit E		Form of Compliance Certificate
Exhibit F		Form of Assignment and Acceptance Agreement
Exhibit G		Form of Foreign Borrower Assumption Agreement
Exhibit H		Form of Request for Extension

Schedule 1		Commitment of Lenders
Schedule 2		Foreign Borrowers
Schedule 2.2		Existing Letters of Credit
Schedule 3		Guarantors of Payment
Schedule 4		Additional Foreign Borrower Maximum Amount
Schedule 5.8		Indebtedness
Schedule 5.9		Liens
Schedule 5.11		Foreign Subsidiary Loans and Investments
Schedule 5.12		Disposition of Assets
Schedule 5.20		Joint Venture Subsidiaries
Schedule 6.1		Corporate Existence; Subsidiaries
Schedule 6.4		Litigation and Administrative Proceedings
Schedule 6.8		Environmental Litigation
Schedule 6.10		Employee Benefit Plans
Schedule 6.15		Material Agreements
Schedule 6.17		Insurance

This AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 6thday of January, 2005, among:

(a) IHS INC., formerly known as IHS Group Inc. and HAIC Inc., a Delaware corporation (“IHS”);

(b) INFORMATION HANDLING SERVICES GROUP INC., a Delaware corporation (“IHS Group”);

(d) IHS ENERGY GROUP INC., a Delaware corporation (“IHS Energy” and, together with IHS, IHS Group and IHS Services, collectively, “US Borrowers” and, individually, each a “US Borrower”);

(e) each Foreign Borrower, as hereinafter defined (each such Foreign Borrower, together with each US Borrower shall be referred to herein, collectively, as “Borrowers” and, individually, each a “Borrower”);

(f) the lenders listed on Schedule 1 hereto and each other Eligible Transferee, as hereinafter defined, that becomes a party hereto pursuant to Section 2.9(b) or 10.10 hereof (collectively, the “Lenders” and, individually, each a “Lender”);

(g) KEYBANK NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent for the Lenders under this Agreement (“Agent”);

(h) U.S. BANK NATIONAL ASSOCIATION, as co-documentation agent (“Co-Documentation Agent”); and

(i) WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agent (“Co-Documentation Agent”).

WITNESSETH:

WHEREAS, IHS Group, IHS Services, IHS Energy, each of the foreign borrowers named therein, the lenders named therein and Key Corporate Capital Inc. entered into that certain Credit Agreement, dated as of October 22, 2002 (as amended, the “Original Credit Agreement”);

WHEREAS, Key Corporate Capital Inc. has assigned all of its rights and obligations as agent under the Original Credit Agreement and all related documentation to KeyBank National Association, as agent, and all of its rights and obligations as a Lender under the Original Credit Agreement to KeyBank National Association, as a lender;

WHEREAS, this Agreement amends and restates in its entirety the Original Credit Agreement and, upon the effectiveness of this Agreement, on the Closing Date, the terms and provisions of the Original Credit Agreement shall be superseded hereby. All references to “Credit Agreement” contained in the Loan Documents, as defined in the Original Credit Agreement, delivered in connection with the Original Credit Agreement shall be deemed to refer to this Agreement. Notwithstanding the amendment and restatement of the Original Credit Agreement by this Agreement, the Debt outstanding under the Original Credit Agreement as of the Closing Date shall remain outstanding and constitute Obligations hereunder. Such outstanding Obligations and the guaranties of payment thereof shall in all respects be continuing, and this Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such Obligations. In furtherance of and, without limiting the foregoing, from and after the Closing Date and except as expressly specified herein, the terms, conditions, and covenants governing the Indebtedness outstanding under the Original Credit Agreement shall be solely as set forth in this Agreement, which shall supersede the Original Credit Agreement in its entirety; and

WHEREAS, Borrowers, Agent and the Lenders desire to contract for the establishment of credits in the aggregate principal amounts hereinafter set forth, to be made available to Borrowers upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE I. DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Acquisition” shall mean any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person (other than a Company), or any business or division of any Person (other than a Company), (b) the acquisition of in excess of fifty percent (50%) of the stock (or other equity interest) of any Person (other than a Company), or (c) the acquisition of another Person (other than a Company) by a merger, amalgamation or consolidation or any other combination with such Person.

“Additional Commitment” shall mean that term as defined in Section 2.9(b) hereof.

“Additional Foreign Borrower Maximum Amount” shall mean that term as defined in Section 2.13(a) hereof.

“Additional Foreign Guarantor Maximum Amount” shall mean that term as defined in Section 2.13(b) hereof.

“Additional Lender” shall mean an Eligible Transferee that shall become a Lender during the Commitment Increase Period pursuant to Section 2.9(b) hereof.

“Additional Lender Assumption Agreement” shall mean an additional lender assumption agreement, in form and substance satisfactory to Agent, wherein an Additional Lender shall become a Lender.

“Additional Lender Assumption Effective Date” shall mean that term as defined in Section 2.9(b) hereof.

“Administrative Borrower” shall mean IHS.

“Advantage” shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Lender in respect of the Obligations, if such payment results in that Lender having less than its pro rata share (based upon its Commitment Percentage) of the Obligations then outstanding.

“Affiliate” shall mean any Person, directly or indirectly, controlling, controlled by or under common control with a Company and “control” (including the correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of a Company, whether through the ownership of voting securities, by contract or otherwise.

“Agent Fee Letter” shall mean the Agent Fee Letter among US Borrowers and Agent, dated as of the Closing Date, as the same may from time to time be amended, restated or otherwise modified.

“Alternate Currency” shall mean Euros, Pounds Sterling, Swiss Francs, Canadian Dollars, Japanese Yen or any other currency, other than Dollars, agreed to by Agent that shall be freely transferable and convertible into Dollars.

“Alternate Currency Exposure” shall mean, at any time and without duplication, the sum of the Dollar Equivalent of (a) the aggregate principal amount of Alternate Currency Loans outstanding, and (b) the Letter of Credit Exposure that is denominated in one or more Alternate Currencies.

“Alternate Currency Loan” shall mean a Loan described in Section 2.2 hereof that shall be denominated in an Alternate Currency and on which Borrowers shall pay interest at a rate based upon the Alternate Currency Rate applicable to such Alternate Currency.

“Alternate Currency Maximum Amount” shall mean Fifty Million Dollars ($50,000,000).

“Alternate Currency Rate” shall mean, with respect to an Alternate Currency Loan, for any Interest Period, a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the nearest 1/16thof 1%) by dividing (a) the rate of interest, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) three Business Days prior to the beginning of such Interest Period pertaining to such Alternate Currency Loan, as listed on British Bankers

Association Interest Rate LIBOR 01 or 02 as provided by Reuters (or, if for any reason such rate is unavailable from Reuters, from any other similar company or service that provides rate quotations comparable to those currently provided by Reuters) as the rate in the London interbank market for deposits in the relevant Alternate Currency in immediately available funds with a maturity comparable to such Interest Period, provided that, in the event that such rate quotation is not available for any reason, then the Alternate Currency Rate shall be the average (rounded upward to the nearest 1/16^th of 1%) of the per annum rates at which deposits in immediately available funds in the relevant Alternate Currency for the relevant Interest Period and in the amount of the Alternate Currency Loan to be disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to Agent (or an affiliate of Agent, in Agent’s discretion) by prime banks in any Alternate Currency market reasonably selected by Agent, determined as of 11:00 A.M. (London time) (or as soon thereafter as practicable), three Business Days prior to the beginning of the relevant Interest Period pertaining to such Alternate Currency Loan hereunder; by (b) 1.00 minus the Reserve Percentage.

“Applicable Facility Fee Rate” shall mean:

(a) for the period from the Closing Date through February 28, 2005, fifteen (15.00) basis points; and

(b) commencing with the Consolidated financial statements of IHS for the fiscal quarter ending November 30, 2004, the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio, shall be used to establish the number of basis points that will go into effect on March 1, 2005 and thereafter:

Leverage Ratio		Applicable Facility Fee Rate
Greater than or equal to 1.00 to 1.00		25.00 basis points
Less than 1.00 to 1.00		15.00 basis points

After March 1, 2005, changes to the Applicable Facility Fee Rate shall be effective on the first day of each month following the date upon which Agent should have received, pursuant to Section 5.3(a) or (b) hereof, the financial statements of the Companies. The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or the rights and remedies of Agent and the Lenders pursuant to Articles VII and VIII hereof.

“Applicable Margin” shall mean:

(a) for the period from the Closing Date through February 28, 2005, seventy-five (75.00) basis points; and

be used to establish the number of basis points that will go into effect on March 1, 2005 and thereafter:

Leverage Ratio		Applicable Margin
Greater than or equal to 2.00 to 1.00		160.00 basis points
Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00		137.50 basis points
Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00		125.00 basis points
Greater than or equal to .50 to 1.00 but less than 1.00 to 1.00		100.00 basis points
Less than .50 to 1.00		75.00 basis points

After March 1, 2005, changes to the Applicable Margin shall be effective on the first day of each month following the date upon which Agent should have received, pursuant to Section 5.3(a) or (b) hereof, the financial statements of the Companies. The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or the rights and remedies of Agent and the Lenders pursuant to Articles VII and VIII hereof.

“Assignment Agreement” shall mean an Assignment and Acceptance Agreement in the form of the attached Exhibit F.

“Authorized Officer” shall mean a Financial Officer or other individual authorized by a Financial Officer in writing (with a copy to Agent) to handle certain administrative matters in connection with this Agreement.

“Base Rate” shall mean a rate per annum equal to the greater of (a) the Prime Rate or (b) one-half of one percent (.50%) in excess of the Federal Funds Effective Rate. Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate.

“Base Rate Loan” shall mean a Revolving Loan described in Section 2.2(a) hereof, that shall be denominated in Dollars and on which Borrowers shall pay interest at a rate based on the Base Rate.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which national banks are authorized or required to close, and, if the applicable Business Day relates to a Eurodollar Loan, a day of the year on which dealings in deposits are carried on in the London interbank Eurodollar market and, if the applicable Business Day relates to an Alternate Currency Loan, a day of the year on which dealings in deposits are carried on in the relevant Alternate Currency.

“Capital Distribution” shall mean a payment made, liability incurred or other consideration given by a Company to any Person that is not a Company, for the purchase,

acquisition, redemption, repurchase or retirement of any capital stock or other equity interest of such Company or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of such Company) in respect of such Company’s capital stock or other equity interest; provided, however, that Capital Distribution shall exclude (a) the purchase of capital stock or other equity interest in order to effect, or as a negotiated provision with respect to, an Acquisition and (b) the purchase (in an arms-length transaction for no greater than fair market value) by a Company of the minority interest of a Company other than IHS.

“Capitalized Lease Obligations” shall mean obligations of the Companies for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Control” shall mean (a) at any time prior to the IHS IPO, if TBG Holdings N.V. and the Current Holder Group shall cease to own, directly or indirectly, at least sixty six and two thirds percent (66 2/3%) of the record and beneficial ownership of IHS; (b) the acquisition of, or, if earlier, the shareholder or director approval of the acquisition of, ownership or voting control, directly or indirectly, beneficially or of record, on or after the Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as then in effect), other than the Current Holder Group, of shares representing more than thirty-three percent (33%) (or, after the IHS IPO, twenty-five percent (25%)) of the aggregate ordinary Voting Power represented by the issued and outstanding capital stock of IHS; (c) if IHS shall cease to own, directly or indirectly, one hundred percent (100%) of the record an beneficial ownership of each other Borrower; (d) the occupation of a majority of the seats (other than vacant seats) on the board of directors or other governing body of IHS by Persons who were neither (i) nominated by the board of directors or other governing body of such Borrower nor (ii) appointed by directors so nominated or elected by a majority of shareholders; or (e) the occurrence of a change in control, or other similar provision, as defined in any Material Indebtedness Agreement.

“Closing Commitment Amount” shall mean One Hundred Twenty-Five Million Dollars ($125,000,000).

“Closing Date” shall mean the effective date of this Agreement as set forth in the first paragraph of this Agreement.

“Closing Fee Letter” shall mean the Closing Fee Letter among US Borrowers and Agent, dated as of the Closing Date.

“Code” shall mean the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

“Commitment” shall mean the obligation hereunder of the Lenders, during the Commitment Period, to make Loans and to participate in the issuance of Letters of Credit pursuant to the Revolving Credit Commitments, up to the Total Commitment Amount.

“Commitment Increase Period” shall mean the period from the Closing Date to the date that is three months prior to the last day of the Commitment Period.

“Commitment Percentage” shall mean, for each Lender, the percentage set forth opposite such Lender’s name under the column headed “Commitment Percentage”, as listed in Schedule 1 hereto.

“Commitment Period” shall mean the period from the Closing Date to January 5, 2010, or such earlier date on which the Commitment shall have been terminated pursuant to Article VIII hereof.

“Companies” shall mean all Borrowers and Subsidiaries.

“Company” shall mean a Borrower or Subsidiary.

“Compliance Certificate” shall mean a certificate in the form of the attached Exhibit E.

“Confirmation of Guaranty of Payment” shall mean each Confirmation of Guaranty of Payment of Debt executed and delivered on or after the Closing Date in connection with this Agreement by a Foreign Guarantor of Payment, as the same may from time to time be amended, restated or otherwise modified.

“Consolidated” shall mean the resultant consolidation of the financial statements of IHS and its Subsidiaries in accordance with GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in Section 6.13 hereof.

“Consolidated Capital Expenditures” shall mean, for any period, the amount of capital expenditures of IHS, as determined on a Consolidated basis and in accordance with GAAP.

“Consolidated Depreciation and Amortization Charges” shall mean, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of IHS for such period, as determined on a Consolidated basis and in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, as determined on a Consolidated basis and in accordance with GAAP, Consolidated Net Earnings for such period plus the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (a) Consolidated Interest Expense, (b) Consolidated Income Tax Expense, (c) Consolidated Depreciation and Amortization Charges, (d) non-cash or cash non-recurring charges or expenses in connection with the buyout of stock options plan of IHS Group Inc. and in connection with options, restricted stock or other equity level awards under any IHS incentive plan, and (e) (i)

non-cash losses or charges (including charges incurred pursuant to the refinancing of the credit facility entered into in connection with the Original Credit Agreement) that are unusual or non-recurring, minus (ii) extraordinary or unusual one time gains; provided that, for purposes of calculating the Leverage Ratio and the Fixed Charge Coverage Ratio, a pro forma calculation of Consolidated EBITDA shall be made and included in the calculation for Threshold EBITDA Acquisitions made during such period.

“Consolidated Fixed Charges” shall mean, for any period, as determined on a Consolidated basis and in accordance with GAAP, without duplication, the aggregate of (a) Consolidated Interest Expense (including, without limitation, the “imputed interest” portion of Capitalized Lease Obligations, synthetic leases and asset securitizations, if any), (b) rent expenses, (c) Consolidated Income Tax Expense (excluding any such Consolidated Income Tax Expense (i) associated with dividends of Extruded Metals preferred stock, or (ii) paid with respect to extraordinary or unusual one time gains that were excluded from the calculation of Consolidated EBITDA) paid in cash (net of cash tax refunds received, but in no event to exceed the Consolidated Income Tax Expense for such period), (d) current maturities of long term Indebtedness (excluding the Loans), (e) Restricted Payments (excluding the dividend of the preferred stock of Extruded Metals and the non-recurring cash charges in connection with the buyout of the stock and option plans of IHS Group Inc.), and (f) Consolidated Capital Expenditures.

“Consolidated Funded Indebtedness” shall mean, at any date, all Indebtedness (other than net obligations under any Hedge Agreement), including, but not limited to, current, long-term and Subordinated Indebtedness, if any, of IHS, as determined on a Consolidated basis and in accordance with GAAP.

“Consolidated Income Tax Expense” shall mean, for any period, all provisions for taxes paid or payable based on the gross or net income of IHS (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), and all franchise taxes of IHS, as determined on a Consolidated basis and in accordance with GAAP.

“Consolidated Interest Expense” shall mean, for any period, the interest expense of IHS for such period, as determined on a Consolidated basis and in accordance with GAAP.

“Consolidated Net Earnings” shall mean, for any period, the net income (loss) of IHS for such period, as determined on a Consolidated basis and in accordance with GAAP.

“Consolidated Net Worth” shall mean, at any date, the stockholders’ equity of IHS, determined as of such date on a Consolidated basis and in accordance with GAAP.

“Controlled Group” shall mean a Company and each Person required to be aggregated with a Company under Code Section 414(b), (c), (m) or (o).

“Credit Event” shall mean the making by the Lenders of a Loan, the conversion by the Lenders of a Base Rate Loan to a Eurodollar Loan, the continuation by the Lenders of a

Eurodollar Loan after the end of the applicable Interest Period, the making by the Swing Line Lender of a Swing Loan, or the issuance by the Fronting Lender of a Letter of Credit.

“Credit Party” shall mean each Borrower and any Subsidiary or other Affiliate that is a Guarantor of Payment.

“Current Holder Group” shall mean (a) that certain trust that is the sole shareholder of TBG Holdings N.V. as of the Closing Date (the “Trust”), and (b) other trusts whose beneficiary or beneficiaries are the beneficiaries (as of the Closing Date) of the Trust.

“Default” shall mean an event or condition that constitutes, or with the lapse of any applicable grace period or the giving of notice or both would constitute, an Event of Default, and that has not been waived by the Required Lenders (or, if applicable, all of the Lenders) in writing.

“Default Rate” shall mean (a) with respect to any Loan, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto, and (b) with respect to any other amount, if no rate is specified or available, a rate per annum equal to two percent (2%) in excess of the Base Rate from time to time in effect.

“Derived LIBOR Fixed Rate” shall mean (a) with respect to a Eurodollar Loan, a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the Eurodollar Rate, and (b) with respect to an Alternate Currency Loan, a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the Alternate Currency Rate applicable to the relevant Alternate Currency.

“Derived Swing Loan Rate” shall mean a rate per annum equal to (a) Agent’s cost of funds as quoted to Administrative Borrower by Agent and agreed to by Administrative Borrower, plus (b) the Applicable Margin (from time to time in effect).

“Disposition” shall mean the lease, transfer or other disposition of assets (whether in one or more than one transaction) by a Company, other than a sale, lease, transfer or other disposition made by a Company pursuant to Section 5.12 hereof or in the ordinary course of business.

“Dollar” or the sign $ shall mean lawful money of the United States of America.

“Dollar Equivalent” shall mean (a) with respect to an Alternate Currency Loan or Letter of Credit denominated in an Alternate Currency, the Dollar equivalent of the amount of such Alternate Currency Loan or Letter of Credit determined by Agent on the basis of its spot rate at approximately 11:00 A.M. London time on the date three Business Days before the date of such Alternate Currency Loan, for the purchase of the relevant Alternate Currency with Dollars for delivery on the date of such Alternate Currency Loan or Letter of Credit, and (b) with respect to any other amount, if such amount is denominated in Dollars, then such amount in Dollars and, otherwise the Dollar equivalent of such amount, determined by Agent on the basis of its spot rate at approximately 11:00 A.M. London time on the date for which the Dollar equivalent amount of such amount is being determined, for the purchase of the relevant Alternate Currency with

Dollars for delivery on such date; provided, however, that, in calculating the Dollar Equivalent for purposes of determining (i) any Borrower’s obligation to prepay Loans and Letters of Credit pursuant to Section 2.11 hereof, or (ii) any Borrower’s ability to request additional Loans or Letters of Credit pursuant to the Commitment, Agent may, in its discretion, on any Business Day selected by Agent (prior to payment in full of the Obligations), calculate the Dollar Equivalent of each such Loan or Letter of Credit. Agent shall notify Borrowers of the Dollar Equivalent of such Alternate Currency Loan or any other amount, at the time that such Dollar Equivalent shall have been determined.

“Domestic Guarantor of Payment” shall mean each of the Companies designated a “Domestic Guarantor of Payment” on Schedule 3 hereto, each of which is executing and delivering a Guaranty of Payment on the Closing Date, and any other Domestic Subsidiary that shall deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

“Domestic Subsidiary” shall mean a Subsidiary that is not a Foreign Subsidiary.

“Dormant Subsidiary” shall mean a Company that (a) is not a Credit Party, (b) has aggregate assets of less than Fifty Thousand Dollars ($50,000), and (c) has no direct or indirect Subsidiaries with aggregate assets for all such Subsidiaries of more than Fifty Thousand Dollars ($50,000).

“EBITDA” shall mean, for any period, in accordance with GAAP, the net earnings of a Company (without giving effect to extraordinary losses or gains) for such period plus the aggregate amounts deducted in determining such net earnings in respect of (a) interest expense of such Company, (b) income taxes of such Company and (c) the aggregate of all depreciation and amortization charges of such Company.

“Eligible Transferee” shall mean a commercial bank, financial institution or other “accredited investor” (as defined in SEC Regulation D) that is not a Borrower, a Subsidiary or an Affiliate.

“Environmental Laws” shall mean all provisions of law, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by a Governmental Authority concerning environmental health or safety and protection of, or regulation of the discharge of substances into, the environment.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated pursuant thereto.

“ERISA Event” shall mean (a) the existence of a condition or event with respect to an ERISA Plan that presents a risk of the imposition of an excise tax or any other liability on a Company or of the imposition of a Lien on the assets of a Company; (b) the engagement by a Controlled Group member in a non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in liability to a Company; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a Controlled

Group member is required to provide security under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or occurrence or existence of any event or condition that makes likely the involvement of, a Multiemployer Plan in any reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified or the failure of any “cash or deferred arrangement” under any such ERISA Plan to meet the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any requirements of law applicable to an ERISA Plan; (j) the commencement, existence or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any incurrence by or any expectation of the incurrence by a Controlled Group member of any liability for post-retirement benefits under any Welfare Plan, other than (i) as required by ERISA Section 601, et. seq. or Code Section 4980B or (ii) anticipated by IHS in the ordinary course of business.

“ERISA Plan” shall mean an “employee benefit plan” (within the meaning of ERISA Section 3(3)) that a Controlled Group member at any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.

“Eurocurrency Liabilities” shall have the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar” shall mean a Dollar denominated deposit in a bank or branch outside of the United States.

“Eurodollar Loan” shall mean a Revolving Loan described in Section 2.2(a) hereof, that shall be denominated in Dollars and on which Borrowers shall pay interest at a rate based upon the Derived LIBOR Fixed Rate applicable to Eurodollar Loans.

“Eurodollar Rate” shall mean, with respect to a Eurodollar Loan, for any Interest Period, a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the nearest 1/16thof 1%) by dividing (a) the rate of interest, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) three Business Days prior to the beginning of such Interest Period pertaining to such Eurodollar Loan, as listed on British Bankers Association Interest Rate LIBOR 01 or 02 as provided by Reuters (or, if for any reason such rate is unavailable from Reuters, from any other similar company or service that provides rate quotations comparable to those currently provided by Reuters) as the rate in the London interbank market for Dollar deposits in immediately available funds with a maturity comparable to such Interest Period, provided that, in the event that such rate quotation is not available for any reason, then the Eurodollar Rate shall be the average (rounded upward to the nearest 1/16th of

1%) of the per annum rates at which deposits in immediately available funds in Dollars for the relevant Interest Period and in the amount of the Eurodollar Loan to be disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to Agent (or an affiliate of Agent, in Agent’s discretion) by prime banks in any Eurodollar market reasonably selected by Agent, determined as of 11:00 A.M. (London time) (or as soon thereafter as practicable), three Business Days prior to the beginning of the relevant Interest Period pertaining to such Eurodollar Loan hereunder; by (b) 1.00 minus the Reserve Percentage.

“Event of Default” shall mean an event or condition that shall constitute an event of default as defined in Article VII hereof.

“Excluded Taxes” shall mean net income taxes (and franchise taxes imposed in lieu of net income taxes) imposed on Agent or any Lender by the Governmental Authority located in the jurisdiction where Agent or such Lender is organized (other than any such taxes arising solely from Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document).

“Existing Letter of Credit” shall mean that term as defined in Section 2.2(b)(vi) hereof.

“Extruded Metals” shall mean Extruded Metals, Inc., a Delaware corporation, and its successors and permitted assigns.

“Federal Funds Effective Rate” shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the Closing Date.

“Financial Officer” shall mean any of the following officers: chief executive officer, president, chief financial officer or treasurer. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of IHS.

“Fixed Charge Coverage Ratio” shall mean, as determined for the most recently completed four fiscal quarters of IHS, the ratio of (a) Consolidated EBITDA plus rent expenses, to (b) Consolidated Fixed Charges.

“Foreign Borrower” shall mean each of the Foreign Subsidiaries of IHS set forth on Schedule 2 hereto, together with any other Foreign Subsidiary of IHS that, on or after the Closing Date, shall have satisfied, in the opinion of Agent, the requirements of Section 2.13(a) hereof.

“Foreign Borrower Assumption Agreement” shall mean each of the Foreign Borrower Assumption Agreements executed by a Foreign Borrower after the Closing Date, in the form of

the attached Exhibit G, as the same may from time to time be amended, restated or otherwise modified.

“Foreign Borrower Revolving Credit Note” shall mean a Foreign Borrower Revolving Credit Note executed and delivered by a Foreign Borrower pursuant to Section 2.4(b) hereof.

“Foreign Guarantor of Payment” shall mean each of the Companies set forth on Schedule 3 hereto that shall have been designated a “Foreign Guarantor of Payment”, that are executing and delivering (or have executed and delivered) a Guaranty of Payment on or as of the closing date of the Original Credit Agreement or on or as of the Closing Date, or any other Foreign Subsidiary that shall execute and deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

“Foreign Subsidiary” shall mean a Subsidiary that is organized outside of the United States.

“Fronting Lender” shall mean, (a) as to any Letter of Credit transaction hereunder, Agent as issuer of the Letter of Credit, or, in the event that Agent either shall be unable to issue or shall agree that another Lender may issue a Letter of Credit, such other Lender as shall agree to issue the Letter of Credit in its own name, but on behalf of the Lenders hereunder, or (b) as to any Existing Letter of Credit, KeyBank National Association.

“GAAP” shall mean generally accepted accounting principles in the United States as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a basis (other than with respect to database costs, pension accounting and goodwill amortization) consistent with the past accounting practices and procedures of IHS, subject to absence of footnotes (with respect to interim statements) and year end adjustments.

“Governmental Authority” shall mean any nation or government, any state, province or territory or other political subdivision thereof, any governmental agency, department, authority, instrumentality, regulatory body, court, central bank or other governmental entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Guarantor” shall mean a Person that shall have pledged its credit or property in any manner for the payment or other performance of the indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of payment or of collection), surety, co-maker, endorser or Person that shall have agreed conditionally or otherwise to make any purchase, loan or investment in order thereby to enable another to prevent or correct a default of any kind.

“Guarantor of Payment” shall mean a Domestic Guarantor of Payment or Foreign Guarantor of Payment, or any other Person that shall deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

“Guaranty of Payment” shall mean each Guaranty of Payment and each Amended and Restated Guaranty of Payment, as any of the foregoing may from time to time be executed and delivered on or after the Closing Date in connection with this Agreement by the Guarantors of Payment, as the same may from time to time be amended, restated or otherwise modified.

“Hedge Agreement” shall mean any (a) hedge agreement, interest rate swap, basis swap agreement, cap, collar or floor agreement, or other interest rate management device (including forward rate agreements) entered into by a Company with any Person in connection with any Indebtedness of such Company, or (b) currency swap agreement, forward currency purchase agreement or similar arrangement or agreement designed to protect against fluctuations in currency exchange rates entered into by a Company.

“IHS IPO” shall mean the initial public offering of IHS.

“Indebtedness” shall mean, for any Company (excluding in all cases trade payables payable in the ordinary course of business by such Company), without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred purchase price of capital assets, (c) all obligations under conditional sales or other title retention agreements, (d) all obligations (contingent or otherwise) under any letter of credit or banker’s acceptance, (e) all net obligations under any currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device or any Hedge Agreement, (f) all synthetic leases, (g) all lease obligations (excluding operating leases) that have been or should be capitalized on the books of such Company in accordance with GAAP, (h) all obligations of such Company with respect to asset securitization financing programs to the extent that there is recourse against such Company or such Company is liable (contingent or otherwise) under any such program, (i) all obligations to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person, (j) all indebtedness of any partnership in which such Company is a general partner, (k) any other transaction (including forward sale or purchase agreements) having the commercial effect of a borrowing of money entered into by such Company to finance its operations or capital requirements, and (l) any guaranty of any obligation described in subparts (a) through (k) hereof.

“Interest Adjustment Date” shall mean the last day of each Interest Period.

“Interest Period” shall mean, with respect to a LIBOR Fixed Rate Loan, the period commencing on the date such LIBOR Fixed Rate Loan is made and ending on the last day of such period, as selected by Administrative Borrower (or the appropriate Foreign Borrower) pursuant to the provisions hereof, and thereafter (unless, with respect to a Eurodollar Loan, such LIBOR Fixed Rate Loan is converted to a Base Rate Loan) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of such period, as selected by Administrative Borrower (or the appropriate Foreign Borrower) pursuant to the provisions hereof. The duration of each Interest Period for a LIBOR Fixed Rate Loan shall be one month, two months, three months or six months, in each case as Administrative Borrower (or the appropriate Foreign Borrower) may select upon notice, as set forth in Section 2.5 hereof; provided that (a) if Administrative Borrower (or the appropriate Foreign Borrower)

shall fail to so select the duration of any Interest Period for a Eurodollar Loan at least three Business Days prior to the Interest Adjustment Date applicable to such Eurodollar Loan, Borrowers shall be deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end of the then current Interest Period; and (b) each Alternate Currency Loan must be repaid on the last day of the Interest Period applicable thereto.

“Joint Venture Subsidiary” shall mean a joint venture of the Companies listed on Schedule 5.20 hereto (or provided in written notice to Agent and the Lenders), in which the Companies have Voting Power of more than fifty percent (50%) but less than one hundred percent (100%), which, by the terms of the agreement under which such joint venture was created, is prohibited from entering into a Guaranty of Payment without the consent of the other joint venture party.

“Letter of Credit” shall mean a standby letter of credit that shall be issued by the Fronting Lender for the account of a Borrower or Guarantor of Payment, including amendments thereto, if any, and shall have an expiration date no later than the earlier of (a) one year after its date of issuance, or (b) fifteen (15) days prior to the last day of the Commitment Period.

“Letter of Credit Commitment” shall mean the commitment of the Fronting Lender, on behalf of the Lenders, to issue Letters of Credit in an aggregate face amount of up to Twenty Million Dollars ($20,000,000).

“Letter of Credit Exposure” shall mean, at any time, the Dollar Equivalent of the sum of (a) the aggregate undrawn face amount of all issued and outstanding Letters of Credit, and (b) the aggregate of the draws made on Letters of Credit that have not been reimbursed by Borrowers or converted to a Revolving Loan pursuant to Section 2.2(b)(iv) hereof.

“Leverage Ratio” shall mean, as determined on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated Funded Indebtedness (for the most recently completed fiscal quarter of IHS) to (b) Consolidated EBITDA (for the most recently completed four fiscal quarters of IHS).

“LIBOR Fixed Rate Loan” shall mean a Eurodollar Loan or an Alternate Currency Loan.

“Lien” shall mean any mortgage, deed of trust, security interest, lien (statutory or other), charge, encumbrance on, pledge or deposit of, or conditional sale, leasing (other than operating leases), sale with a right of redemption or other title retention agreement and any capitalized lease with respect to any property (real or personal) or asset.

“Liquidity Amount” shall mean, at any time, the sum of (a) (i) the Total Commitment Amount, minus (ii) the Revolving Credit Exposure; plus (b) all cash of IHS; plus (c) all cash equivalents of IHS having maturities of not more than one year from the date of acquisition thereof; as determined on a Consolidated basis and in accordance with GAAP.

“Loan” shall mean a Revolving Loan or Swing Loan granted to Borrowers by the Lenders in accordance with Section 2.2(a) or (c) hereof.

“Loan Documents” shall mean, collectively, this Agreement, each Note, each Guaranty of Payment, each Confirmation of Guaranty of Payment, all documentation relating to each Letter of Credit, the Agent Fee Letter and the Closing Fee Letter, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced, and any other document delivered pursuant thereto.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of a US Borrower, UK Borrower or Swiss Borrower, (b) the business, operations, property or condition (financial or otherwise) of the Companies taken as a whole, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and remedies of Agent or the Lenders hereunder or thereunder.

“Material Indebtedness Agreement” shall mean any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any Indebtedness of any Company or the Companies in excess of the amount of Ten Million Dollars ($10,000,000).

“Maximum Amount” shall mean, for each Lender, the amount set forth opposite such Lender’s name under the column headed “Maximum Amount” as set forth on Schedule 1 hereto, subject to decreases determined pursuant to Section 2.9(a) hereof, increases pursuant to Section 2.9(b) hereof and assignments of interests pursuant to Section 10.10 hereof; provided, however, that the Maximum Amount for the Swing Line Lender shall exclude the Swing Line Commitment (other than its pro rata share), and the Maximum Amount of the Fronting Lender shall exclude the Letter of Credit Commitment (other than its pro rata share).

“Maximum Commitment Amount” shall mean Two Hundred Fifty Million Dollars ($250,000,000).

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor to such company.

“Multiemployer Plan” shall mean a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.

“Non-Credit Party” shall mean a Company that is not a Credit Party.

“Non-Credit Party Exposure” shall mean the aggregate amount, after the Closing Date, of loans by a Company to, investments by a Company in, guaranties by a Company of Indebtedness of, and Letters of Credit issued to or for the benefit of, a Foreign Subsidiary that is a Non-Credit Party.

“Note” shall mean a Revolving Credit Note or the Swing Line Note, or any other promissory note delivered pursuant to this Agreement.

“Notice of Loan” shall mean a Notice of Loan in the form of the attached Exhibit D.

“Obligations” shall mean, collectively, (a) all Indebtedness and other obligations incurred by a Borrower to Agent, the Fronting Lender, the Swing Line Lender or any Lender pursuant to this Agreement, and includes the principal of and interest on all Loans and all obligations pursuant to Letters of Credit; (b) each extension, renewal or refinancing of the foregoing, in whole or in part; and (c) the facility fees, other fees and any prepayment fees payable hereunder, and all fees and charges in connection with the Letters of Credit.

“Organizational Documents” shall mean, with respect to any Person (other than an individual), such Person’s Articles (Certificate) of Incorporation, operating agreement or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise, ad valorem or property taxes, goods and services taxes, harmonized sales taxes and other sales taxes, use taxes, value added taxes, charges or similar taxes or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Patriot Act” shall mean Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or its successor.

“Pension Plan” shall mean an ERISA Plan that is a “pension plan” (within the meaning of ERISA Section 3(2)).

“Permitted Foreign Subsidiary Loans and Investments” shall mean:

(a) the investments by IHS or a Domestic Subsidiary in a Foreign Subsidiary that is not a Credit Party, existing as of the Closing Date and set forth on Schedule 5.11 hereto;

(b) the loans by IHS or a Domestic Subsidiary to a Foreign Subsidiary that is not a Credit Party, in such amounts existing as of the Closing Date and set forth on Schedule 5.11 hereto;

(c) any investment by a Foreign Subsidiary in, or loan from a Foreign Subsidiary to, or guaranty from a Foreign Subsidiary of Indebtedness of a Company that is a Credit Party;

(d) any Non-Credit Party Exposure with respect to a Foreign Subsidiary or any loan by a US Borrower to a Foreign Subsidiary, not otherwise permitted under this definition, up to the aggregate amount of One Million Dollars ($1,000,000) for such Foreign Subsidiary, so long as the Non-Credit Party Exposure and loans by all US Borrowers to all Foreign Subsidiaries

incurred pursuant to this subpart (d) does not exceed the aggregate amount of Five Million Dollars ($5,000,000) at any time outstanding; and

(e) any investment by a Foreign Subsidiary that is a Non-Credit Party in, or loan by a Foreign Subsidiary that is a Non-Credit Party to, a Company.

“Permitted Investment” shall mean an investment of a Company in the stock (or other debt or equity instruments) of a Person (other than a Credit Party), so long as (a) the Company making the investment is a Credit Party; and (b) the aggregate amount of all such investments of all Companies does not exceed, at any time, an aggregate amount of Twenty Million Dollars ($20,000,000).

“Person” shall mean any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited liability company, unlimited liability company, institution, trust, estate, government or other agency or political subdivision thereof or any other entity.

“Prime Rate” shall mean the interest rate established from time to time by Agent as Agent’s prime rate, whether or not such rate shall be publicly announced; the Prime Rate may not be the lowest interest rate charged by Agent for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change.

“Regularly Scheduled Payment Date” shall mean the last day of each February, May, August and November of each year.

“Related Writing” shall mean each Loan Document and any other assignment, mortgage, security agreement, guaranty agreement, subordination agreement, financial statement or audit report furnished by any Credit Party, or any of its officers, to Agent or the Lenders pursuant to or otherwise in connection with this Agreement.

“Reportable Event” shall mean any of the events described in Section 4043 of ERISA except where notice is waived by the PBGC.

“Request for Extension” shall mean a notice, substantially in the form of the attached Exhibit H.

“Requested Availability” shall mean that term as defined in Section 2.13(a) hereof.

“Required Lenders” shall mean the holders of at least fifty-one percent (51%) of (a) during the Commitment Period, the Total Commitment Amount, and (b) after the termination of the Commitment Period, the sum of (i) the aggregate outstanding principal amount of Revolving Loans, (ii) the Letter of Credit Exposure and (iii) the Swing Line Exposure; provided, however, that, if there shall be two or more Lenders, Required Lenders shall constitute at least two Lenders.

“Requirement of Law” shall mean, as to any Person, any law, treaty, rule or regulation or determination or policy statement or interpretation of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property.

“Reserve Percentage” shall mean for any day that percentage (expressed as a decimal) that is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) for a member bank of the Federal Reserve System in Cleveland, Ohio, in respect of Eurocurrency Liabilities. The Derived LIBOR Fixed Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage.

“Restricted Payment” shall mean, with respect to any Company, (a) any Capital Distribution, (b) any amount paid by such Company in repayment, redemption, retirement or repurchase, directly or indirectly, of any Subordinated Indebtedness, or (c) any amount paid by such Company in respect of any management, consulting or other similar arrangement with any shareholder of a Company (other than a Company) or Affiliate in excess of the aggregate amount of One Hundred Thousand Dollars ($100,000) in any fiscal year.

“Revolving Credit Commitment” shall mean the obligation hereunder, during the Commitment Period, of (a) each Lender to make Revolving Loans up to the Maximum Amount for such Lender, (b) the Fronting Lender to issue and each Lender to participate in Letters of Credit pursuant to the Letter of Credit Commitment, and (c) the Swing Line Lender to make and each Lender to participate in Swing Loans pursuant to the Swing Line Commitment.

“Revolving Credit Exposure” shall mean, at any time, the Dollar Equivalent of the sum of (a) the aggregate principal amount of all Revolving Loans outstanding, (b) the Swing Line Exposure, and (c) the Letter of Credit Exposure.

“Revolving Credit Note” shall mean a US Borrower Revolving Credit Note or a Foreign Borrower Revolving Credit Note.

“Revolving Loan” shall mean a Loan granted to US Borrowers or a Foreign Borrower by the Lenders in accordance with Section 2.2(a) hereof.

“SEC” shall mean the United States Securities and Exchange Commission, or any governmental body or agency succeeding to any of its principal functions.

“Significant Asset Disposition” shall mean a Disposition or a related series of Dispositions in which the aggregate fair market value or book value, whichever is greater, of the assets sold, leased, transferred or otherwise disposed of shall be greater than or equal to five percent (5%) of the Consolidated total assets of the Companies.

“Standard & Poor’s” shall mean Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., or any successor to such company.

“Subordinated” shall mean, as applied to Indebtedness, Indebtedness that shall have been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to Agent and the Required Lenders) in favor of the prior payment in full of the Obligations.

“Subsidiary” of a Company shall mean (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by such Company or by one or more other subsidiaries of such Company or by such Company and one or more subsidiaries of such Company, (b) a partnership, limited liability company or unlimited liability company of which such Company, one or more other subsidiaries of such Company or such Company and one or more subsidiaries of such Company, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has an ownership interest greater than fifty percent (50%) of all of the ownership interests in such partnership, limited liability company or unlimited liability company, or (c) any other Person (other than a corporation, partnership, limited liability company or unlimited liability company) in which such Company, one or more other subsidiaries of such Company or such Company and one or more subsidiaries of such Company, directly or indirectly, has at least a majority interest in the Voting Power or the power to elect or direct the election of a majority of directors or other governing body of such Person.

“Subsidiary Borrower” shall mean a Borrower other than (a) IHS, or (b) a Foreign Borrower.

“Swing Line Commitment” shall mean the commitment of the Swing Line Lender to make Swing Loans to US Borrowers up to the aggregate amount at any time outstanding of Twenty Million Dollars ($20,000,000).

“Swing Line Exposure” shall mean, at any time, the aggregate principal amount of all Swing Loans outstanding.

“Swing Line Lender” shall mean KeyBank National Association, as holder of the Swing Line Commitment.

“Swing Line Note” shall mean the Swing Line Note executed and delivered pursuant to Section 2.4(c) hereof.

“Swing Loan” shall mean a loan that shall be denominated in Dollars granted to US Borrowers by the Swing Line Lender under the Swing Line Commitment.

“Swing Loan Maturity Date” shall mean, with respect to any Swing Loan, the earlier of (a) fifteen (15) days after the date such Swing Loan is made, or (b) the last day of the Commitment Period.

“Swiss Borrower” shall mean Petroconsultants S.A., and its successors and permitted assigns.

“Taxes” shall mean any and all present or future taxes of any kind, including but not limited to, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (together with any interest, penalties, additions to taxes or similar liabilities with respect thereto) other than Excluded Taxes.

“Threshold EBITDA Acquisition” shall mean an Acquisition, made after the Closing Date, that generates EBITDA for the Company making such Acquisition or the acquired Company in excess of negative Five Million Dollars (-$5,000,000).

“Total Commitment Amount” shall mean the Closing Commitment Amount, as such amount may be increased up to the Maximum Commitment Amount pursuant to Section 2.9(b) hereof, or decreased pursuant to Section 2.9(a) hereof.

“U.C.C. Financing Statement” shall mean a financing statement filed or to be filed in accordance with the Uniform Commercial Code, as in effect from time to time, in the relevant state or states.

“UK Borrower” shall mean IHS Engineering Group UK Ltd., and its successors and permitted assigns.

“US Borrower Revolving Credit Note” shall mean a US Borrower Revolving Credit Note, executed and delivered by US Borrowers to each Lender pursuant to Section 2.4(a) hereof.

“Voting Power” shall mean, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

“Welfare Plan” shall mean an ERISA Plan that is a “welfare plan” within the meaning of ERISA Section 3(l).

“Wholly-Owned Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, unlimited liability company or other entity, all of the securities or other ownership interest of which having ordinary Voting Power to elect a majority of the board of directors, or other persons performing similar functions, are at the time directly or indirectly owned by such Person.

Section 1.2. Accounting Terms. Any accounting term not specifically defined in this Article I shall have the meaning ascribed thereto by GAAP.

Section 1.3. Terms Generally. The foregoing definitions shall be applicable to the singular and plurals of the foregoing defined terms.

ARTICLE II. AMOUNT AND TERMS OF CREDIT

Section 2.1. Amount and Nature of Credit.

(a) Subject to the terms and conditions of this Agreement, the Lenders, during the Commitment Period and to the extent hereinafter provided, shall make Loans to Borrowers participate in Swing Loans made by the Swing Line Lender to US Borrowers and issue or participate in Letters of Credit at the request of Administrative Borrower, in such aggregate amount as Borrowers shall request pursuant to the Commitment; provided, however, that in no event shall the Revolving Credit Exposure be in excess of the Total Commitment Amount.

(b) Each Lender, for itself and not one for any other, agrees to make Loans, participate in Swing Loans made by the Swing Line Lender to US Borrowers, and issue or participate in Letters of Credit, during the Commitment Period, on such basis that, immediately after the completion of any borrowing by Borrowers or the issuance of a Letter of Credit:

(i) the Dollar Equivalent of the aggregate outstanding principal amount of Revolving Loans made by such Lender, when combined with such Lender’s pro rata share of the Letter of Credit Exposure and the Swing Line Exposure shall not be in excess of the Maximum Amount for such Lender; and

(ii) the aggregate outstanding principal amount of Revolving Loans made by such Lender shall represent that percentage of the aggregate principal amount then outstanding on all Revolving Loans, together with such Lender’s interest in the Letter of Credit Exposure and the Swing Line Exposure that shall be such Lender’s Commitment Percentage.

Each borrowing (other than Swing Loans which shall be risk participated on a pro rata basis) from the Lenders shall be made pro rata according to the respective Commitment Percentages of the Lenders.

(c) The Loans may be made as Revolving Loans as described in Section 2.2 (a) hereof and Swing Loans as described in Section 2.2 (c) hereof, and Letters of Credit may be issued in accordance with Section 2.2(b) hereof.

Section 2.2. Revolving Credit.

(a) Revolving Loans. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Lenders shall make a Revolving Loan or Revolving Loans to US Borrowers or a Foreign Borrower in such amount or amounts as Administrative Borrower may from time to time request, but not exceeding in aggregate principal amount at any time

outstanding hereunder the Total Commitment Amount, when such Revolving Loans are combined with the Letter of Credit Exposure and the Swing Line Exposure; provided, however, that Borrowers shall not request any Alternate Currency Loan (and the Lenders shall not be obligated to make an Alternate Currency Loan) if, after giving effect thereto, the Alternate Currency Exposure would exceed the Alternate Currency Maximum Amount. Borrowers shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment Period, by means of any combination of Base Rate Loans, Eurodollar Loans or Alternate Currency Loans. With respect to each Alternate Currency Loan, subject to the other provisions of this Agreement, US Borrowers or the appropriate Foreign Borrower, as applicable, shall receive all of the proceeds of such Alternate Currency Loan in one Alternate Currency and repay such Alternate Currency Loan in the same Alternate Currency. Subject to the provisions of this Agreement, Borrowers shall be entitled under this Section 2.2(a) to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the Commitment Period.

(b) Letters of Credit.

(i) Generally. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Fronting Lender shall, in its own name, on behalf of the Lenders, issue such Letters of Credit for the account of a Credit Party, as Administrative Borrower may from time to time request. Administrative Borrower shall not request any Letter of Credit (and the Fronting Lender shall not be obligated to issue any Letter of Credit) if, after giving effect thereto, (A) the Letter of Credit Exposure would exceed the Letter of Credit Commitment, (B) the Revolving Credit Exposure would exceed the Total Commitment Amount, or (C) with respect to a request for a Letter of Credit to be issued in an Alternate Currency, the Alternate Currency Exposure would exceed the Alternate Currency Maximum Amount. The issuance of each Letter of Credit shall confer upon each Lender the benefits and liabilities of a participation consisting of an undivided pro rata interest in the Letter of Credit to the extent of such Lender’s Commitment Percentage.

(ii) Request for Letter of Credit. Each request for a Letter of Credit shall be delivered to Agent (and to the Fronting Lender, if the Fronting Lender is a Lender other than Agent) by an Authorized Officer not later than 11:00 A.M. (Mountain time) three Business Days prior to the day upon which the Letter of Credit is to be issued. Each such request shall be in a form acceptable to Agent (and the Fronting Lender, if the Fronting Lender is a Lender other than Agent) and shall specify the face amount thereof, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, the Alternate Currency if other than Dollars are requested, and the nature of the transaction to be supported thereby. Concurrently with each such request, Administrative Borrower, and any Credit Party for whose account the Letter of Credit is to be issued (which may be a Borrower or a Guarantor of Payment), shall execute and deliver to the Fronting Lender an appropriate application and agreement, being in the standard form of the Fronting Lender for such letters of credit, as amended to conform to the provisions of this Agreement if required by Agent. Agent shall give the Fronting Lender and each Lender notice of each such request for a Letter of Credit.

(iii) Letter of Credit Fees. With respect to each Letter of Credit and the drafts thereunder, if any, whether issued for the account of a Borrower or any other Credit Party, US Borrowers agree (and each Foreign Borrower agrees to pay, with respect to Letters of Credit issued for its own account) to (A) pay to Agent, for the pro rata benefit of the Lenders, a non-refundable commission based upon the face amount of such Letter of Credit, which shall be paid quarterly in arrears, on each Regularly Scheduled Payment Date, at the rate per annum of the Applicable Margin (in effect on such Regularly Scheduled Payment Date) multiplied by the face amount of such Letter of Credit; (B) pay to Agent, for the sole benefit of the Fronting Lender, an additional Letter of Credit fee, which shall be paid on each date that such Letter of Credit shall be issued, amended or renewed at the rate of one-eighth percent (1/8%) of the face amount of such Letter of Credit; and (C) pay to Agent, for the sole benefit of the Fronting Lender, such other issuance, amendment, negotiation, draw, acceptance, telex, courier, postage and similar transactional fees as are generally charged by the Fronting Lender under its fee schedule as in effect from time to time.

(iv) Refunding of Letters of Credit with Revolving Loans. Whenever a Letter of Credit shall be drawn, US Borrowers, and any Foreign Borrower for whose account such Letter of Credit was issued, shall immediately reimburse the Fronting Lender for the amount drawn. In the event that the amount drawn is not in an Alternate Currency and shall not have been reimbursed by such Borrowers, as applicable, within one Business Day of the drawing of such Letter of Credit, at the sole option of Agent (and the Fronting Lender, if the Fronting Lender is a Lender other than Agent), such Borrowers shall be deemed to have requested a Revolving Loan, subject to the provisions of subsection (a) of this Section 2.2 and Section 2.5 hereof (other than the requirement set forth in Section 2.5(d) hereof), in the amount drawn. Such Revolving Loan shall be evidenced by the Revolving Credit Notes. Each Lender agrees, subject to no conditions precedent whatsoever, to make a Revolving Loan on the date of receipt of notice from Agent of a request to make such Revolving Loan. Each Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to subsection (a) of this Section 2.2 when required by this Section 2.2(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of the Fronting Lender, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Borrowers irrevocably authorize and instruct Agent to apply the proceeds of any borrowing pursuant to this subsection (iv) to reimburse, in full (other than the Fronting Lender’s pro rata share of such borrowing), the Fronting Lender for the amount drawn on such Letter of Credit. Each such Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise requested by and available to Borrowers hereunder. Each Lender is hereby authorized to record on its records relating to its Revolving Credit Note such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

(v) Participation in Letters of Credit. If, for any reason, the Fronting Lender shall be unable to or, in the opinion of Agent, it shall be impracticable to, convert any Letter of Credit to a Revolving Loan pursuant to the preceding subsection or if the amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, the Fronting Lender shall have the right to request that each Lender purchase a participation in the amount due with respect to such Letter of Credit, and Agent shall promptly notify each Lender thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Fronting Lender, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for the account of the Fronting Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by Borrowers pursuant to this subsection (v) shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this subsection (v) by wire transfer of immediately available funds in Dollars (except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

(vi) Existing Letters of Credit. Schedule 2.2 hereto contains a description of all letters of credit outstanding on, and to continue in effect after, the Closing Date. Each such letter of credit issued by a bank that is or becomes a Lender under this Agreement on the Closing Date (each, an “Existing Letter of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement, issued, for purposes of Section 2.2(b)(vi) hereof, on the Closing Date. Borrowers, Agent and the applicable Lenders hereby agree that, from and after such date, the terms of this Agreement shall apply to the Existing Letters of Credit, superseding any other agreement theretofore applicable to them to the extent inconsistent with the terms hereof. Notwithstanding anything to the contrary in any reimbursement agreement applicable to the Existing Letters of Credit, the fees payable in connection with each Existing Letter of Credit to be shared with the Lenders shall accrue from the Closing Date at the rate provided in Section 2.2(b)(iii) hereof.

(i) Generally. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Swing Line Lender shall make a Swing Loan or Swing Loans to US Borrowers in such amount or amounts as Administrative Borrower, through an Authorized Officer, may from time to time request; provided that Administrative Borrower shall not request any Swing Loan if, after giving effect thereto, (A) the Revolving Credit Exposure would exceed the Total Commitment Amount, or (B) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. US Borrowers shall not request that more than two Swing Loans be outstanding at any time. Each Swing Loan shall be made in Dollars.

(ii) Refunding of Swing Loans. If the Swing Line Lender so elects, by giving notice to Administrative Borrower and the Lenders, US Borrowers agree that the Swing Line Lender shall have the right, in its sole discretion, to require that any Swing Loan be refinanced as a Revolving Loan. Such Revolving Loan shall be a Base Rate Loan unless otherwise requested by and available to US Borrowers hereunder. Upon receipt of such notice by US Borrowers and the Lenders, US Borrowers shall be deemed, on such day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with subsection (a) of this Section 2.2 and Section 2.5 hereof (other than the requirement set forth in Section 2.5(d) hereof). Such Revolving Loan shall be evidenced by the Revolving Credit Notes. Each Lender agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Lender acknowledges and agrees that such Lender’s obligation to make a Revolving Loan pursuant to subsection (a) of this Section when required by this subsection (ii) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of the Swing Line Lender, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit Commitment shall have been reduced or terminated. US Borrowers irrevocably authorize and instruct Agent to apply the proceeds of any borrowing pursuant to this subsection (ii) to repay in full such Swing Loan. Each Lender is hereby authorized to record on its records relating to its US Borrower Revolving Credit Note such Lender’s pro rata share of the amounts paid to refund such Swing Loan.

(iii) Participation in Swing Loans. If, for any reason, Agent is unable to or, in the opinion of Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding subsection (ii), then o n any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Lender purchase a participation in such Swing Loan, and Agent shall promptly notify each Lender thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the Swing Line Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Swing Line Lender, an undivided participation interest in such Swing Loan in an amount equal to

such Lender’s Commitment Percentage of the principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for the benefit of the Swing Line Lender, such Lender’s ratable share of such Swing Loan (determined in accordance with such Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this subsection (iii) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this subsection (iii) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans to be made by such Lender.

Section 2.3. Interest.

(a) Revolving Loans.

(i) Base Rate Loan. The appropriate Borrower or Borrowers shall pay interest on the unpaid principal amount of a Base Rate Loan outstanding from time to time from the date thereof until paid at the Base Rate from time to time in effect. Interest on such Base Rate Loan shall be payable, commencing February 28, 2005, and on each Regularly Scheduled Payment Date thereafter and at the maturity thereof.

(ii) LIBOR Fixed Rate Loans. The appropriate Borrower or Borrowers shall pay interest on the unpaid principal amount of each LIBOR Fixed Rate Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the Derived LIBOR Fixed Rate. Interest on such LIBOR Fixed Rate Loan shall be payable on each Interest Adjustment Date with respect to an Interest Period (provided that if an Interest Period shall exceed three months, the interest must be paid every three months, commencing three months from the beginning of such Interest Period).

(b) Swing Loans. US Borrowers shall pay interest to Agent, for the sole benefit of the Swing Line Lender (and any Lender that shall have purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one day.

(c) Default Rate. Anything herein to the contrary notwithstanding, if an Event of Default shall occur hereunder and during the continuance thereof, upon the election of the Required Lenders (i) the principal of each Loan and the unpaid interest thereon shall bear

interest, until paid, at the Default Rate, (ii) the fee for the aggregate undrawn face amount of all issued and outstanding Letters of Credit shall be increased by two percent (2%) in excess of the rate otherwise applicable thereto, and (iii) in the case of any other amount due from Borrowers hereunder or under any other Loan Document, such amount shall bear interest at the Default Rate; provided that, during an Event of Default under Section 7.13 hereof, the applicable Default Rate shall apply without any election or action on the part of Agent or any Lender.

(d) Limitation on Interest. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations, so long as the foregoing does not adversely affect a Borrower.

Section 2.4. Evidence of Indebtedness.

(a) US Borrower Revolving Loans. The obligation of US Borrowers to repay the Base Rate Loans and LIBOR Fixed Rate Loans made by each Lender and to pay interest thereon shall be evidenced by a US Borrower Revolving Credit Note of US Borrowers in the form of the attached Exhibit A, payable to the order of such Lender in the principal amount of its Revolving Credit Commitment or, if less, the aggregate unpaid principal amount of Revolving Loans made by such Lender.

(b) Foreign Borrower Revolving Loans. The obligation of each Foreign Borrower to repay the Base Rate Loans and LIBOR Fixed Rate Loans made by each Lender and to pay interest thereon shall be evidenced by a Foreign Borrower Revolving Credit Note of such Foreign Borrower in the form of the attached Exhibit B, payable to the order of such Lender in the principal amount of its Revolving Credit Commitment or, if less, the aggregate unpaid principal amount of Revolving Loans made to such Foreign Borrower by such Lender.

(c) Swing Loan. The obligation of US Borrowers to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of US Borrowers in the form of the attached Exhibit C, and payable to the order of the Swing Line Lender in the principal amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans made by the Swing Line Lender.

Section 2.5. Notice of Credit Event; Funding of Loans.

(a) Notice of Credit Event. Administrative Borrower, through an Authorized Officer, shall provide to Agent a Notice of Loan prior to (i) 11:00 A.M. (Mountain time) on the proposed date of borrowing or conversion of any Base Rate Loan, (ii) 11:00 A.M. (Mountain time) three Business Days prior to the proposed date of borrowing, conversion or continuation of any LIBOR Fixed Rate Loan, and (iii) 2:00 P.M. (Mountain time) on the proposed date of borrowing of any Swing Loan; provided, however, that an Authorized Officer of Administrative Borrower may verbally request a Loan, so long as a Notice of Loan is received by the end of the same Business Day, and, if Agent or any Lender provides funds or initiates funding based upon such verbal request, Administrative Borrower shall bear the risk with respect to any information regarding such funding that is later determined to have been incorrect.

(b) Funding of Loans. Agent shall notify each Lender of the date, amount, type of currency and Interest Period (if applicable) promptly upon the receipt of a Notice of Loan, and, in any event, by 2:00 P.M. (Mountain time) on the date such Notice of Loan is received. On the date that the Credit Event set forth in such Notice of Loan is to occur, each such Lender shall provide to Agent, not later than 3:00 P.M. (Mountain time), the amount in Dollars, or, with respect to an Alternate Currency, in the applicable Alternate Currency, in federal or other immediately available funds, required of it. If Agent shall elect to advance the proceeds of such Loan prior to receiving funds from such Lender, Agent shall have the right, upon prior notice to Administrative Borrower, to debit any account of any US Borrower or otherwise receive such amount from US Borrowers or the appropriate Foreign Borrower, on demand, in the event that such Lender shall fail to reimburse Agent in accordance with this subsection. Agent shall also have the right to receive interest from such Lender at the Federal Funds Effective Rate in the event that such Lender shall fail to provide its portion of the Loan on the date requested and Agent shall elect to provide such funds.

(c) Conversion of Loans. At the request of Administrative Borrower to Agent, subject to the notice and other provisions of this Section 2.5, the Lenders shall convert a Base Rate Loan to one or more Eurodollar Loans at any time and shall convert a Eurodollar Loan to a Base Rate Loan on any Interest Adjustment Date applicable thereto. Swing Loans may be converted by the Swing Line Lender to Revolving Loans in accordance with Section 2.2(c)(ii) hereof. No Alternate Currency Loan may be converted to a Base Rate Loan or Eurodollar Loan and no Base Rate Loan or Eurodollar Loan may be converted to an Alternate Currency Loan.

(d) Minimum Amount. Each request for:

(i) a Base Rate Loan shall be in an amount of not less than Three Million Dollars ($3,000,000), increased by increments of One Million Dollars ($1,000,000);

(ii) a LIBOR Fixed Rate Loan shall be in an amount (or, with respect to an Alternate Currency Loan, the Dollar Equivalent (or, in the discretion of Agent, such approximately comparable amount as shall result in a rounded number)) of not less than Three Million Dollars ($3,000,000), increased by increments of One Million Dollars ($1,000,000) (or, with respect to an Alternate Currency Loan, the Dollar Equivalent (or,

in the discretion of Agent, such approximately comparable amount as shall result in a rounded number)); and

(iii) a Swing Loan shall be in an amount of not less than Five Hundred Thousand Dollars ($500,000).

(e) Interest Periods. At no time shall Borrowers request that LIBOR Fixed Rate Loans be outstanding for more than twelve different Interest Periods.

Section 2.6. Payment on Loans and Other Obligations.

(a) Payments Generally. Each payment made hereunder by a Credit Party shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever.

(b) Payments in Alternate Currency to Agent or Lenders. With respect to any Alternate Currency Loan or any Alternate Currency Letter of Credit, all payments (including prepayments) to any Lender of the principal of or interest on such Alternate Currency Loan or Alternate Currency Letter of Credit shall be made in the same Alternate Currency as the original Loan or Letter of Credit. All such payments shall be remitted by Borrowers to Agent, at the address of Agent for notices referred to in Section 10.4 hereof, (or at such other office or account as designated in writing by Agent to Administrative Borrower) for the account of the Lenders (or the Fronting Lender, as appropriate) not later than 11:00 A.M. (Mountain time) on the due date thereof in same day funds. Any payments received by Agent after 11:00 A.M. (Mountain time) shall be deemed to have been made and received on the next Business Day.

(c) Payments in Dollars to Agent or Lenders. With respect to (i) any Loan (other than an Alternate Currency Loan), or (ii) any other payment to Agent and the Lenders that shall not be covered by subsection (b) above, all such payments (including prepayments) to Agent of the principal of or interest on such Loan or other payment, including but not limited to principal, interest, fees or any other amount owed by any Borrower under this Agreement, shall be made in Dollars. All payments described in this subsection (c) shall be remitted to Agent, at the address of Agent for notices referred to in Section 10.4 hereof, for the account of the Lenders (or the Fronting Lender or the Swing Line Lender, as appropriate) not later than 11:00 A.M. (Mountain time) on the due date thereof in immediately available funds. Any such payments received by Agent after 11:00 A.M. (Mountain time) shall be deemed to have been made and received on the next Business Day.

(d) Payments to Lenders from Agent. Upon Agent’s receipt of payments hereunder, Agent shall immediately distribute to the Lenders (except with respect to Swing Loans, which shall be paid to the Swing Line Lender or, with respect to Letters of Credit, certain of which payments shall be made to the Fronting Lender) their respective ratable shares, if any, of the amount of principal, interest, and facility and other fees received by Agent for the account of such Lender. Payments received by Agent in Dollars shall be delivered to the Lenders in Dollars in immediately available funds. Payments received by Agent in any Alternate Currency shall be delivered to the Lenders in such Alternate Currency in same day funds. Each Lender shall

record any principal, interest or other payment, the principal amounts of Base Rate Loans, LIBOR Fixed Rate Loans, Swing Loans and Letters of Credit, the type of currency for each Loan, all prepayments and the applicable dates, including Interest Periods, with respect to the Loans made, and payments received by such Lender, by such method as such Lender may generally employ; provided, however, that failure to make any such entry shall in no way detract from the obligations of Borrowers under this Agreement or any Note. The aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar information with respect to the Loans and Letters of Credit set forth on the records of Agent shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal, interest and fees owing to each Lender.

(e) Timing of Payments. Whenever any payment to be made hereunder, including, without limitation, any payment to be made on any Loan, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next Business Day and such extension of time shall in each case be included in the computation of the interest payable on such Loan; provided, however, that, with respect to any LIBOR Fixed Rate Loan, if the next Business Day shall fall in the succeeding calendar month, such payment shall be made on the preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

Section 2.7. Prepayment.

(a) Right to Prepay. Borrowers shall have the right at any time or from time to time to prepay, on a pro rata basis for all of the Lenders (except with respect to Swing Loans, which shall be paid to the Swing Line Lender), all or any part of the principal amount of the Loans, as designated by Borrowers. Such payment shall include interest accrued on the amount so prepaid to the date of such prepayment and any amount payable under Article III hereof with respect to the amount being prepaid. Prepayments of Base Rate Loans shall be without any premium or penalty, other than any prepayment fees, penalties or other charges that may be contained in any Hedge Agreement.

(b) Notice of Prepayment. Administrative Borrower shall give Agent notice of prepayment of a Base Rate Loan or Swing Loan not later than 1:00 P.M. (Mountain time) one Business Day before the Business Day on which such prepayment is to be made and written notice of the prepayment of any LIBOR Fixed Rate Loan not later than 1:00 P.M. (Mountain time) three Business Days before the Business Day on which such prepayment is to be made.

(c) Minimum Amount. Each prepayment of a LIBOR Fixed Rate Loan shall be in the principal amount of not less than One Million Dollars ($1,000,000), (or, with respect to an Alternate Currency Loan, the Dollar Equivalent (rounded to a comparable amount of such amount)) or, with respect to a Swing Loan, the principal balance of such Swing Loan, except in the case of a mandatory payment pursuant to Section 2.11 or Article III hereof.

Section 2.8. Facility and Other Fees.

(a) Facility Fee. US Borrowers shall pay to Agent, for the ratable account of the Lenders, as a consideration for the Commitment, a facility fee from the Closing Date to and

including the last day of the Commitment Period, payable quarterly, at a rate per annum equal to (i) the Applicable Facility Fee Rate in effect on the payment date, multiplied by (ii) the average daily Total Commitment Amount in effect during such quarter. The facility fee shall be payable quarterly in arrears, on February 28, 2005 and continuing on each Regularly Scheduled Payment Date thereafter, and on the last day of the Commitment Period.

(b) Agent Fee. US Borrowers shall pay to Agent, for its sole benefit, the fees set forth in the Agent Fee Letter.

Section 2.9. Modifications to Commitment.

(a) Optional Reduction of Commitment. Borrowers may at any time and from time to time permanently reduce in whole or ratably in part the Commitment hereunder to an amount not less than the then existing Revolving Credit Exposure, by Administrative Borrower giving Agent not fewer than three Business Days’ written notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Lenders, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Lender of the date of each such reduction and such Lender’s proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Total Commitment Amount as so reduced. If Borrowers reduce in whole the Commitment on the effective date of such reduction (the appropriate Borrowers having prepaid in full the unpaid principal balance, if any, of the Loans, together with all interest and facility and other fees accrued and unpaid and provided that no Letter of Credit Exposure or Swing Line Exposure shall exist), all of the Notes shall be delivered to Agent marked “Canceled” and Agent shall redeliver such Notes to Administrative Borrower. Any partial reduction in the Total Commitment Amount shall be effective during the remainder of the Commitment Period.

(b) Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount by either, at the option of Administrative Borrower, (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide the Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) US Borrowers and, as appropriate, each Foreign Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on

behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrowers shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.

Section 2.10. Computation of Interest and Fees. With the exception of Base Rate Loans, interest on Loans and facility and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, interest shall be computed on the basis of a year having three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and calculated for the actual number of days elapsed.

Section 2.11. Mandatory Payment.

(a) Revolving Credit Exposure. If, at any time, the Revolving Credit Exposure shall exceed the Total Commitment Amount as then in effect, US Borrowers (and the appropriate Foreign Borrowers) shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Loans sufficient to bring the Revolving Credit Exposure within the Total Commitment Amount.

(b) Swing Line Exposure. If, at any time, the Swing Line Exposure shall exceed the Swing Line Commitment, US Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Swing Loans sufficient to bring the Swing Line Exposure within the Swing Line Commitment.

(c) Mandatory Payments Generally. Unless otherwise designated by Borrowers, each prepayment pursuant to Section 2.11(a) hereof shall be applied in the following order (i) first, to the outstanding Base Rate Loans, and (ii) second, to the outstanding LIBOR Fixed Rate Loans, provided that if the outstanding principal amount of any LIBOR Fixed Rate Loan shall be reduced to an amount less than the minimum amount set forth in Section 2.5(d) hereof as a result of such prepayment, then such LIBOR Fixed Rate Loan shall be converted into a Base Rate Loan on the date of such prepayment. Any prepayment of a LIBOR Fixed Rate Loan or Swing Loan pursuant to this Section 2.11 shall be subject to the prepayment provisions set forth in Article III hereof.

Section 2.12. Liability of Borrowers.

(a) Joint and Several Liability. Each US Borrower acknowledges and agrees that Agent and the Lenders are entering into this Agreement at the request of each US Borrower and with the understanding that each US Borrower is and shall remain fully liable, jointly and severally, for payment in full of the Obligations. Each US Borrower agrees that it is receiving or will receive a direct pecuniary benefit for each Loan made or Letter of Credit issued hereunder.

(b) Appointment of Administrative Borrower. Each Borrower hereby irrevocably appoints IHS as the borrowing agent and attorney-in- fact for all Borrowers (“Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower to (i) provide Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement, (ii) take such action as Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit, and (iii) exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.

(c) Maximum Liability of Each Borrower. Anything in this Agreement or any other Loan Document to the contrary notwithstanding, in no event shall the maximum liability of any Subsidiary Borrower exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of such Subsidiary Borrower from other Affiliates of such Subsidiary Borrower) would not render the rights to payment of Agent and the Lenders hereunder void, voidable or avoidable under any applicable fraudulent transfer law.

(d) Waivers of Each Borrower. In the event that any obligation of any Borrower under this Agreement is deemed to be an agreement by such Borrower to answer for the debt or default of another Credit Party or as a hypothecation of property as security therefore, each Borrower represents and warrants that (i) no representation has been made to such Borrower as to the creditworthiness of such other Credit Party, and (ii) such Borrower has established adequate means of obtaining from such other Credit Party on a continuing basis, financial or other information pertaining to such other Credit Party’s financial condition. Each Borrower expressly waives, except as expressly required under this Agreement, diligence, demand, presentment, protest and notice of every kind and nature whatsoever, consents to the taking by Agent and the Lenders of any additional security, if any, of another Credit Party for the obligations secured hereby, or the alteration or release in any manner of any security, if any, of another Credit Party now or hereafter held in connection with the Obligations, and consents that Agent, the Lenders and any other Credit Party may deal with each other in connection with such obligations or otherwise, or alter any contracts now or hereafter existing between them, in any manner whatsoever, including without limitation the renewal, extension, acceleration or changes in time for payment of any such obligations or in the terms or conditions of any security held. Agent and the Lenders are hereby expressly given the right, at their option, to proceed in the enforcement of any of the Obligations independently of any other remedy or security they may at any time hold in connection with such obligations secured and it shall not be necessary for Agent and the Lenders to proceed upon or against or exhaust any other security or remedy before proceeding to enforce their rights against such Borrower. Each Borrower further subordinates any right of subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect of sums paid to Agent and the Lenders by any other Credit Party.

(e) Liability of Foreign Borrowers. Anything herein to the contrary notwithstanding, no Foreign Borrower shall at any time be liable for the Indebtedness of US Borrowers under this Agreement.

Section 2.13. Addition of Foreign Borrowers or Foreign Guarantors.

(a) Addition of Foreign Borrower. At the request of Administrative Borrower, a Foreign Subsidiary of IHS that shall not then be a Foreign Borrower may become a Foreign Borrower hereunder, provided that all of the following requirements shall have been met to the satisfaction of Agent: (i) Administrative Borrower shall have provided to Agent a written request that such Foreign Subsidiary be designated as a Foreign Borrower pursuant to the terms of this Agreement, which request shall specify the amount of Revolving Loans and Letters of Credit requested to be made available to such Foreign Subsidiary (the “Requested Availability”); (ii) Agent shall have approved the amount of the Requested Availability or otherwise agreed with Administrative Borrower as to the revised amount of availability, and, upon such approval or reaching such agreement, Agent is hereby authorized to record such amount on Schedule 4 hereto as the “Additional Foreign Borrower Maximum Amount” with respect to such Foreign Subsidiary; (iii) such Foreign Subsidiary shall be a Wholly-Owned Subsidiary of IHS; (iv) IHS and each Domestic Guarantor of Payment shall have guaranteed the obligations of such Foreign Subsidiary under this Agreement pursuant to the terms of a Guaranty of Payment; (v) such Foreign Subsidiary shall have executed a Foreign Borrower Assumption Agreement and Foreign Borrower Revolving Credit Notes, and any other Foreign Subsidiary that Agent and Administrative Borrower agree shall become a Foreign Guarantor of Payment with respect to such Foreign Subsidiary, shall have executed a Guaranty of Payment with respect to the obligations of such Foreign Subsidiary (provided that there shall be no adverse tax consequences or adverse legal impact); and (vi) IHS and such Foreign Subsidiary that shall become a Foreign Guarantor of Payment shall have provided to Agent such corporate governance and authorization documents and an opinion of counsel and any other items as may be deemed necessary or advisable by Agent.

(b) Addition of Foreign Guarantor of Payment. At the request of Administrative Borrower, a Foreign Subsidiary of IHS that shall not then be a Foreign Guarantor of Payment may become a Foreign Guarantor of Payment hereunder, provided that all of the following requirements shall have been met to the satisfaction of Agent: (i) Administrative Borrower shall have provided to Agent a written request that such Foreign Subsidiary be designated as a Foreign Guarantor of Payment pursuant to the terms of this Agreement, which request shall specify the Requested Availability for such Foreign Subsidiary; (ii) Agent shall have approved the amount of the Requested Availability or otherwise agreed with Administrative Borrower as to the revised amount of availability, and, upon such approval or reaching such agreement, Agent is hereby authorized to record such amount on Schedule 4 hereto as the “Additional Foreign Guarantor Maximum Amount” with respect to such Foreign Subsidiary; (ii) such Foreign Subsidiary shall be a Wholly-Owned Subsidiary of IHS; (iii) such Foreign Subsidiary shall have executed a Guaranty of Payment with respect to the obligations of one or more Foreign Borrowers as may be required by Agent (provided that there shall be no adverse tax consequences or adverse legal impact); and (iii) such Foreign Subsidiary that shall become a Foreign Guarantor of Payment

shall have provided to Agent such corporate governance and authorization documents and an opinion of counsel and any other items as may be deemed necessary or advisable by Agent.

(c) Additional Credit Party Bound by Provisions. Upon satisfaction by Administrative Borrower and any such Foreign Subsidiary of the requirements set forth in subsections (a) and (b) above, Agent shall promptly notify Administrative Borrower and the Lenders, whereupon such Foreign Subsidiary shall be designated a “Foreign Borrower” or “Foreign Guarantor of Payment”, as applicable, pursuant to the terms and conditions of this Agreement, and such Foreign Subsidiary shall become bound by all representations, warranties, covenants, provisions and conditions of this Agreement and each other Loan Document applicable to the Foreign Borrowers or Foreign Guarantors of Payment, as the case may be, as if such Foreign Borrower or Foreign Guarantor had been the original party making such representations, warranties and covenants.

(d) Alternative Structures. Agent, the Lenders and Borrowers agree that if the addition of a Foreign Borrower or Foreign Guarantor of Payment pursuant to this Section would result in a requirement by such Foreign Borrower or Foreign Guarantor of Payment to pay to any Lenders additional amounts pursuant to Section 3.2 hereof, then Agent, the Lenders and Borrowers agree to use reasonable efforts to designate a different lending office or otherwise propose an alternate structure that would avoid the need for, or reduce the amount of, such additional amounts so long as the same would not, in the judgment of Agent and the Lenders, be otherwise disadvantageous to Agent and the Lenders.

Section 2.14. Extension of Commitment. Contemporaneously with the delivery of the financial statements required pursuant to Section 5.3(b) hereof (beginning with the financial statements for the fiscal year of IHS ending November 30, 2005), Borrowers may deliver a Request for Extension, requesting that the Lenders extend the maturity of the Commitment for an additional year. Each such extension shall require the unanimous written consent of all of the Lenders and shall be upon such terms and conditions as may be agreed to by Agent, Borrowers and the Lenders. Borrowers shall pay any attorneys’ fees or other expenses of Agent in connection with the documentation of any such extension, as well as such other fees as may be agreed upon between Borrowers and Agent.

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO
LIBOR FIXED RATE LOANS; INCREASED CAPITAL; TAXES

Section 3.1. Requirements of Law.

(a) If, after the Closing Date, (i) the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or (ii) the compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority:

(A) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or any LIBOR Fixed Rate Loan made by it, or

change the basis of taxation of payments to such Lender in respect thereof (except for Taxes and Excluded Taxes which are governed by Section 3.2 hereof);

(B) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate or the Alternate Currency Rate; or

and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining LIBOR Fixed Rate Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, US Borrowers (and any Foreign Borrower to which such Loan was made) shall pay to such Lender, promptly after receipt of a written request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify Administrative Borrower (with a copy to Agent) of the event by reason of which it has become so entitled.

(b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or corporation with respect to capital adequacy), then from time to time, upon submission by such Lender to Administrative Borrower (with a copy to Agent) of a written request therefor (which shall include the method for calculating such amount), US Borrowers (and any Foreign Borrower to which such Loan was made) shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender to Administrative Borrower (with a copy to Agent) shall be conclusive absent manifest error. In determining any such additional amounts, such Lender may use any method of averaging and attribution that it (in its sole discretion) shall deem applicable. The obligations of Borrowers pursuant to this Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 3.2. Taxes.

(a) All payments made by any Credit Party under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of any Taxes or Other Taxes. If any Taxes or Other Taxes are required to be deducted or withheld from any amounts payable to Agent or any Lender hereunder, the amounts so payable to Agent or such Lender shall be increased to the extent necessary to yield to Agent or such Lender (after deducting, withholding and payment of all Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in the Loan Documents.

(b) In addition, the Credit Parties shall pay Taxes and Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Taxes or Other Taxes are required to be withheld and paid by a Credit Party, such Credit Party shall timely withhold and pay such taxes to the relevant Governmental Authorities. As promptly as possible thereafter, such Credit Party shall send to Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by such Credit Party showing payment thereof. If such Credit Party shall fail to pay any Taxes or Other Taxes when due to the appropriate Governmental Authority or fails to remit to Agent the required receipts or other required documentary evidence, US Borrowers and such Credit Party shall indemnify Agent and the Lenders on demand for any incremental Taxes or Other Taxes paid or payable by Agent or such Lender as a result of any such failure.

(d) If any Lender shall be so indemnified by a Credit Party, such Lender shall use reasonable efforts to obtain the benefits of any refund, deduction or credit for any taxes or other amounts with respect to the amount paid by such Credit Party and shall reimburse such Credit Party to the extent, but only to the extent, that such Lender shall receive a refund with respect to the amount paid by such Credit Party or an effective net reduction in taxes or other governmental charges (including any taxes imposed on or measured by the total net income of such Lender) of the United States or any state or subdivision or any other Governmental Authority thereof by virtue of any such deduction or credit, after first giving effect to all other deductions and credits otherwise available to such Lender. If, at the time any audit of such Lender’s income tax return is completed, such Lender determines, based on such audit, that it shall not have been entitled to the full amount of any refund reimbursed to such Credit Party as aforesaid or that its net income taxes shall not have been reduced by a credit or deduction for the full amount reimbursed to such Credit Party as aforesaid, such Credit Party, upon request of such Lender, shall promptly pay to such Lender the amount so refunded to which such Lender shall not have been so entitled, or the amount by which the net income taxes of such Lender shall not have been so reduced, as the case may be.

(e) Each Lender that is not (i) a citizen or resident of the United States of America, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or (iii) an estate or trust that is subject to federal income taxation regardless of the source of its income (any such Person, a “Non-U.S. Lender”) shall deliver to Administrative Borrower and Agent two copies of either U.S. Internal

Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement with respect to such interest and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by Credit Parties under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement or such other Loan Document. In addition, each Non-U.S. Lender shall deliver such forms or appropriate replacements promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify Administrative Borrower at any time it determines that such Lender is no longer in a position to provide any previously delivered certificate to Administrative Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this subsection (e), a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (e) that such Non-U.S. Lender is not legally able to deliver.

(f) The agreements in this Section 3.2 shall survive the termination of the Loan Documents and the payment of the Loans and all other amounts payable hereunder.

Section 3.3. Funding Losses. US Borrowers (and any appropriate Foreign Borrower) agree to indemnify each Lender, promptly after receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any prepayment of or conversion from LIBOR Fixed Rate Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a day that is not the last day of an Interest Period applicable thereto, (d) any conversion of a LIBOR Fixed Rate Loan to a Base Rate Loan on a day that is not the last day of an Interest Period applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount b y placing such amount on deposit for a comparable period with leading banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest error. The obligations of Administrative Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Section 3.4. Eurodollar Rate or Alternate Currency Rate Lending Unlawful; Inability to Determine Rate.

(a) If any Lender shall determine (which determination shall, upon notice thereof to Administrative Borrower and Agent, be conclusive and binding on Borrowers) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of any law makes it unlawful, or (ii) any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert (if permitted pursuant to this Agreement) any Loan into, a LIBOR Fixed Rate Loan, the obligations of such Lender to make, continue or convert any such LIBOR Fixed Rate Loan shall, upon such determination, be suspended until such Lender shall notify Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBOR Fixed Rate Loans payable to such Lender shall automatically convert (if conversion is permitted under this Agreement) into a Base Rate Loan, or be repaid (if no conversion is permitted) at the end of the then current Interest Periods with respect thereto or sooner, if required by law or such assertion.

(b) If Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate or Alternate Currency Rate for any requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan, or that the Eurodollar Rate or Alternate Currency Rate for any requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan, Agent will promptly so notify Administrative Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain such LIBOR Fixed Rate Loan shall be suspended until Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Administrative Borrower may revoke any pending request for a borrowing of, conversion to or continuation of such LIBOR Fixed Rate Loan or, failing that, will be deemed to have converted such request into a request for a borrowing of a Base Rate Loan in the amount specified therein.

ARTICLE IV. CONDITIONS PRECEDENT

Section 4.1. Conditions to Each Credit Event. The obligation of the Lenders, the Fronting Lender and the Swing Line Lender to participate in any Credit Event shall be conditioned, in the case of each Credit Event, upon the following:

(a) all conditions precedent as listed in Section 4.2 hereof required to be satisfied prior to the first Credit Event shall have been satisfied prior to or as of the first Credit Event;

(b) Administrative Borrower shall have submitted a Notice of Loan (or with respect to a Letter of Credit, complied with the provisions of Section 2.2(b) hereof) and otherwise complied with Section 2.5 hereof;

(d) each of the representations and warranties contained in Article VI hereof shall be true in all material respects as if made on and as of the date of the Credit Event, except to the extent that any thereof expressly relate to an earlier date.

Each request by Borrowers (or Administrative Borrower) for a Credit Event shall be deemed to be a representation and warranty by Borrowers as of the date of such request as to the satisfaction of the conditions precedent specified in subsections (c) and (d) above.

Section 4.2. Conditions to the First Credit Event. The obligation of the Lenders, the Fronting Lender and the Swing Line Lender to participate in the first Credit Event is subject to Borrowers satisfying each of the following conditions prior to or concurrently with such Credit Event:

(a) Notes. US Borrowers shall have executed and delivered to each Lender a U.S. Revolving Credit Note, each Foreign Borrower shall have executed and delivered to each Lender a Foreign Borrower Revolving Credit Note, and IHS shall have executed and delivered to the Swing Line Lender the Swing Line Note.

(b) Guaranties of Payment. Each Domestic Guarantor of Payment shall have executed and delivered to Agent a Guaranty of Payment and each Foreign Guarantor of Payment (other than the Companies set forth in Section 4.3(c) hereof) shall have executed and delivered to Agent a Confirmation of Guaranty of Payment.

(c) Officer’s Certificate, Resolutions, Organizational Documents. Each Borrower and Domestic Guarantor of Payment shall have delivered to Agent an officer’s certificate (or comparable domestic or foreign documents) certifying the names of the officers of such Credit Party authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (i) the resolutions of the board of directors (or comparable domestic or foreign documents) of such Credit Party evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Credit Party is a party, and (ii) the Organizational Documents of such Credit Party.

(d) Good Standing and Full Force and Effect Certificates. Borrowers shall have delivered to Agent a good standing certificate or full force and effect certificate, as the case may be, for each Borrower and Domestic Guarantor of Payment, issued on or about the Closing Date by the Secretary of State in the state or states where such Credit Party is incorporated or formed.

(e) Agent Fee Letter, Closing Fee Letter and Other Fees. Borrowers shall have (i) executed and delivered to Agent the Agent Fee Letter and paid to Agent, for its sole account, the fees stated therein, (ii) executed and delivered to Agent the Closing Fee Letter and paid to Agent, for the benefit of the Lenders, the fees stated therein, and (iii) paid all legal fees and expenses of Agent in connection with the preparation and negotiation of the Loan Documents.

(f) Lien Searches. With respect to the property owned or leased by each Borrower and Domestic Guarantor of Payment, Borrowers shall have caused to be delivered to Agent (i) the results of Uniform Commercial Code lien searches (updated since the closing of the Original

Credit Agreement), satisfactory to Agent and the Lenders, (ii) the results of federal and state tax lien and judicial lien searches, satisfactory to Agent and the Lenders, and (iii) Uniform Commercial Code termination statements reflecting termination of all financing statements previously filed by any Person and not expressly permitted pursuant to Section 5.9 hereof.

(g) Closing Certificate. Borrowers shall have delivered to Agent and the Lenders an officer’s certificate certifying that, as of the Closing Date, (i) all conditions precedent set forth in this Article IV have been satisfied, (ii) no Default or Event of Default exists nor immediately after the making of the first Loan or the issuance of the first Letter of Credit will exist, and (iii) each of the representations and warranties contained in Article VI hereof are true and correct as of the Closing Date.

(h) No Material Adverse Change. No material adverse change, in the opinion of Agent, shall have occurred in the financial condition, operations or prospects of the Companies since August 31, 2004.

(i) Miscellaneous. Borrowers shall have provided to Agent and the Lenders such other items and shall have satisfied such other conditions as may be reasonably required by Agent or the Lenders.

Section 4.3. Post-Closing Conditions.

(a) Schedules. No later than seven days after the Closing Date, Borrower shall have delivered to Agent, in form and substance satisfactory to Agent and the Lenders, final schedules to this Agreement;

(b) Legal Opinion. No later than thirty (30) days after the Closing Date, Borrowers shall have delivered to Agent an opinion of counsel for each Borrower and Domestic Guarantor of Payment, in form and substance satisfactory to Agent and the Lenders.

(c) New Foreign Guarantors of Payment. No later than thirty (30) days after the Closing Date (unless a longer period is agreed to in writing by Agent), Research Associates (Canada) Inc., Cambridge Energy Research Associates (Germany) GmbH and Cambridge Energy Research Associates (UK) Limited, shall each execute and deliver to Agent, for the benefit of the Lenders, a Guaranty of Payment and Administrative Borrower shall deliver to Agent such other supporting documentation, corporate governance and authorization documents, and an opinion of counsel as may be deemed necessary or advisable by Agent; provided that, if the execution and delivery of such Guaranty of Payment, under the laws of such foreign jurisdiction is impractical or cost prohibitive, in the opinion of Agent, after consultation with Administrative Borrower, then Agent may forego such Guaranty of Payment in such foreign jurisdiction.

ARTICLE V. COVENANTS

Section 5.1. Insurance. Each Company shall (a) maintain insurance to such extent and against such hazards and liabilities as is commonly maintained by Persons similarly situated; and (b) within ten days of any Lender’s written request, furnish to such Lender such information about such Company’s insurance as that Lender may from time to time reasonably request, which information shall be prepared in form and detail satisfactory to such Lender and certified by a Financial Officer of such Company.

Section 5.2. Money Obligations. Each Company shall pay in full (a) prior in each case to the date when penalties would attach, all taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith by appropriate and timely proceedings and for which adequate provisions have been established in accordance with GAAP) for which it may be or become liable or to which any or all of its properties may be or become subject; (b) in the case of each US Borrower, all of its wage obligations to its employees in compliance with the Fair Labor Standards Act (29 U.S.C. §§ 206-207) or any comparable provisions; and (c) except to the extent that the nonpayment would not have a Material Adverse Effect, all of its other obligations calling for the payment of money (except only those so long as and to the extent that the same shall be contested in good faith and for which adequate provisions have been established in accordance with GAAP) before such payment becomes overdue.

Section 5.3. Financial Statements and Information.

(a) Quarterly Financials. Borrowers shall deliver to Agent and the Lenders, within forty- five (45) days after the end of each of the first three quarter-annual periods of each fiscal year of IHS, balance sheets of the Companies as of the end of such period and statements of income (loss) and cash- flow for the quarter and fiscal year to date periods, all prepared on a Consolidated and consolidating basis, in accordance with GAAP, and in form and detail satisfactory to Agent and the Lenders and certified by a Financial Officer of IHS.

(b) Annual Audit Report. Borrowers shall deliver to Agent and the Lenders, within ninety (90) days after the end of each fiscal year of IHS, an annual audit report of the Companies for that year prepared on a Consolidated and consolidating basis, in accordance with GAAP, and in form and detail satisfactory to Agent and the Lenders and certified by an independent public accountant satisfactory to Agent, which report shall include balance sheets and statements of income (loss), stockholders’ equity and cash-flow for that period.

(c) Compliance Certificate. Borrowers shall deliver to Agent and the Lenders, concurrently with the delivery of the financial statements set forth in subsections (a) and (b) above, a Compliance Certificate.

(d) Management Report. Borrowers shall deliver to Agent and the Lenders, concurrently with the delivery of the quarterly and annual financial statements set forth in subsection (b) above, a copy of any management report, letter or similar writing furnished to the Companies by the accountants in respect of the Companies’ systems, operations, financial condition or properties.

(e) Shareholder and SEC Documents. Borrowers shall deliver to Agent and the Lenders, as soon as available, copies of all notices, reports, definitive proxy or other statements and other documents sent by Borrowers to their shareholders, to the holders of any of its debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Borrowers (in final form) to any securities exchange or over the counter authority or system, or to the SEC or any similar federal agency having regulatory jurisdiction over the issuance of any Borrower’s securities.

(f) Financial Information of Companies. Borrowers shall deliver to Agent and the Lenders, within ten days of the written request of Agent or any Lender, such other information about the financial condition, properties and operations of any Company as Agent or such Lender may from time to time reasonably request, which information shall be submitted in form and detail satisfactory to Agent or such Lender and certified by a Financial Officer of the Company or Companies in question.

Notwithstanding anything herein to the contrary, after the completion of the IHS IPO, Borrowers shall be required to deliver to Agent and the Lenders the financial statements, pursuant to subsections (a) and (b) above, within the time period required by the SEC for financial reporting by public companies.

Section 5.4. Financial Records. Each Company shall at all times maintain true and complete records and books of account, including, without limiting the generality of the foregoing, appropriate provisions for possible losses and liabilities, all in accordance with GAAP, and at all reasonable times (during normal business hours and upon notice to such Company) permit Agent, or any representative of Agent, to examine such Company’s books and records and to make excerpts therefrom and transcripts thereof.

Section 5.5. Franchises; Change in Business.

(a) Each Company (other than a Dormant Subsidiary) shall preserve and maintain at all times its existence, and its rights and franchises material to its business, except as otherwise permitted pursuant to Section 5.12 hereof.

(b) No Company shall engage in any business if, as a result thereof, the general nature of the business of the Companies taken as a whole would be substantially changed from the general nature of the business the Companies are engaged in on the Closing Date.

Section 5.6. ERISA Compliance. No Company shall incur any material accumulated funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. Borrowers shall furnish to the Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice

such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any ERISA Plan administered by such Company; provided that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. Borrowers shall promptly notify the Lenders of any material taxes assessed, proposed to be assessed or that Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section 5.6, “material” means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. Borrowers shall, at the request of Agent or any Lender, deliver or cause to be delivered to Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

Section 5.7. Financial Covenants.

(a) Leverage Ratio. Borrowers shall not suffer or permit at any time the Leverage Ratio to exceed 2.00 to 1.00; provided, however, that, upon (i) the completion of the IHS IPO, and (ii) the receipt by IHS of net proceeds from the IHS IPO of at least One Hundred Million Dollars ($100,000,000), Borrowers shall not suffer or permit at any time the Leverage Ratio to exceed 2.50 to 1.00.

(b) Fixed Charge Coverage Ratio. Borrowers shall not suffer or permit at any time the Fixed Charge Coverage Ratio to be less than 1.10 to 1.00.

Section 5.8. Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to the following:

(a) the Loans, the Letters of Credit and any other Indebtedness under this Agreement;

(b) any loans granted to or Capitalized Lease Obligations entered into by any Company for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding;

(c) the Indebtedness existing on the Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof so long as the principal amount thereof shall not be increased after the Closing Date);

(d) loans to a Company from a Company so long as each such Company is a Credit Party;

(e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes;

(f) Permitted Foreign Subsidiary Loans and Investments; and

(g) additional unsecured Indebtedness, so long as the aggregate principal amount of all such Indebtedness for all Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding, provided that the financial covenants and defaults under the agreements relating to such Indebtedness (for an aggregate amount of Indebtedness over One Million Dollars ($1,000,000)) shall not be more restrictive than any such provisions of this Agreement.

Section 5.9. Liens. No Company shall create, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section 5.9 shall not apply to the following:

(a) Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves shall have been established in accordance with GAAP;

(b) other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(d) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8 (b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired;

(e) the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby shall not be increased;

(f) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company;

(g) any Lien granted to Agent, for the benefit of the Lenders; and

(h) other Liens, in addition to the Liens listed above, securing amounts, in the aggregate for all Companies, not to exceed Five Million Dollars ($5,000,000) and not incurred in connection with the borrowing of money.

No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets or a contract or agreement entered into in the ordinary course of business that does not permit Liens on, or collateral assignment of, the property relating to such contract or agreement) that would prohibit Agent or the Lenders from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the material property or assets of such Company.

Section 5.10. Regulations T, U and X. No Company shall take any action that would result in any non-compliance of the Loans or Letters of Credit with Regulations T, U or X, or any other applicable regulation, of the Board of Governors of the Federal Reserve System.

Section 5.11. Investments, Loans and Guaranties. No Company shall, without the prior written consent of Agent and the Required Lenders, (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan (in cash) to any Person, or (e) be or become a Guarantor of any kind; provided that this Section 5.11 shall not apply to the following:

(i) any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in the normal course of business;

(ii) any investment in direct obligations of the United States of America or in certificates of deposit issued by a member bank (having capital resources in excess of One Hundred Million Dollars ($100,000,000)) of the Federal Reserve System;

(iii) any investment in commercial paper or securities that at the time of such investment is assigned the highest quality rating in accordance with the rating systems employed by either Moody’s or Standard & Poor’s;

(iv) the holding of Subsidiaries listed on Schedule 6.1 hereto and investments therein existing on the Closing Date;

(v) the holding of interests in joint ventures (including any Joint Venture Subsidiary) listed on Schedule 5.11 hereto and the investments therein existing on the Closing Date;

(vi) the holding of interests in joint ventures (including any Joint Venture Subsidiary) created pursuant to contract after the Closing Date so long as all investments therein, together with Permitted Investments, do not in the aggregate exceed Twenty Million Dollars ($20,000,000);

(vii) investments in, loans to and guaranties of Indebtedness of a Company by or from a Company so long as each such Company is a Credit Party;

(viii) any Permitted Investment or Permitted Foreign Subsidiary Loans and Investments, so long as no Default or Event of Default shall then exist or would result therefrom;

(ix) the creation of a Subsidiary, including for the purpose of making an Acquisition permitted by Section 5.13 hereof, so long as such Subsidiary becomes a Guarantor of Payment promptly following such creation or Acquisition (unless such Subsidiary shall be a Joint Venture Subsidiary);

(x) the holding of any Subsidiary as a result of an Acquisition made pursuant to Section 5.13 hereof so long as such Subsidiary becomes a Guarantor of Payment promptly following such Acquisition;

(xi) any advance or loan to an officer or employee of a Company as an advance on commissions, travel and other items in the ordinary course of business, so long as all such advances and loans from all Companies aggregate not more than the maximum principal sum of One Million Dollars ($1,000,000) at any time outstanding; or

(xii) any arms- length distribution or similar contractual arrangement with a Person (other than a Company or an Affiliate) where no separate or new legal entity has been created.

Section 5.12. Merger and Sale of Assets. No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist:

(a) any Domestic Subsidiary (other than a Borrower) may merge with (i) a US Borrower (provided that such US Borrower shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment;

(b) any US Borrower may merge with IHS (provided that IHS shall be the continuing or surviving Person);

(c) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a US Borrower or, except for a US Borrower, any Domestic Guarantor of Payment;

(d) any Company may sell, lease, transfer or otherwise dispose of any of its assets to IHS;

(e) any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other Domestic Subsidiary;

(f) any Foreign Subsidiary may merge or amalgamate with a Credit Party provided that a Credit Party shall be the continuing or surviving Person and each Borrower shall be a continuing or surviving Person;

(g) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Credit Party;

(h) any Foreign Subsidiary (other than a Credit Party) may merge or amalgamate with or sell, lease, transfer or otherwise dispose of any of its assets to any other Foreign Subsidiary;

(i) any Company may sell, lease, transfer or otherwise dispose of any assets (including stock) (i) that are obsolete or no longer useful in such Company’s business, or (B) in connection with the shutting down or sale of a particular line of business; provided that no Company shall, without the prior written consent of Agent and the Required Lenders, effect a Significant Asset Disposition (other than pursuant to subsection (k) hereof);

(j) Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof;

(k) the Companies may effect a Disposition of the assets listed on Schedule 5.12 hereto;

(l) a Domestic Subsidiary (other than a US Borrower) may be liquidated and its assets distributed to a US Borrower or a Domestic Guarantor of Payment; or

(m) a Foreign Subsidiary (other than a Foreign Borrower) may be liquidated and its assets distributed to a Foreign Borrower or a Foreign Guarantor of Payment.

Section 5.13. Acquisitions. No Company shall effect an Acquisition; provided, however, that a Credit Party may effect an Acquisition so long as:

(a) in the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity or the surviving entity shall become a Credit Party immediately following such combination;

(b) in the case of a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity or become a Credit Party following the Acquisition;

(d) the Companies shall be in full compliance with the Loan Documents both prior to and subsequent to the transaction;

(e) no Default or Event of Default shall exist prior to or after giving effect to such Acquisition;

(f) Borrowers shall have provided to Agent and the Lenders, at least twenty (20) days prior to such Acquisition, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of a Borrower showing pro forma compliance with Sections 5.7 and 5.13(h) hereof, both before and after the proposed Acquisition;

(g) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; and

(h) the Liquidity Amount shall be no less than Fifteen Million Dollars ($15,000,000) after giving effect to such Acquisition.

Section 5.14. Notice. Each Borrower shall cause a Financial Officer of such Borrower to notify Agent and the Lenders in writing, within five days after the occurrence of any Default or Event of Default, or if any representation or warranty made in Article VI hereof or elsewhere in this Agreement or in any Related Writing ceases in any material respect to be true and complete.

Section 5.15. Environmental Compliance. Each Company shall comply in all material respects with any and all Environmental Laws including, without limitation, all Environmental Laws in jurisdictions in which such Company owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. Borrowers shall furnish to the Lenders, promptly after receipt thereof, a copy of any notice such Company may receive from any Governmental Authority or private Person or otherwise that any material litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against such Company, any real property in which such Company holds any interest or any past or present operation of such Company. No Company shall allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which any Company holds any ownership interest or performs any of its operations, in material violation of any Environmental Law. As used in this Section, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person or otherwise. Borrowers shall defend, indemnify and hold Agent and the Lenders harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys’ fees) arising out of or resulting from the noncompliance of any Company with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

Section 5.16. Affiliate Transactions. No Company shall, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (other than a Company that is a Credit Party) on terms that shall be less favorable to such Company than those that might be obtained at the time in a transaction with a non-Affiliate; provided, however, that the foregoing shall not prohibit the payment of customary and reasonable directors’ fees to directors who are not employees of a Company or an Affiliate.

Section 5.17. Use of Proceeds. Borrowers’ use of the proceeds of the Loans shall be solely for working capital and other general corporate purposes of the Companies and for Acquisitions.

Section 5.18. Corporate Names. No Company shall change its corporate name or its state of organization, unless, in each case, Administrative Borrower shall have provided Agent and the Lenders with at least ten (10) days prior written notice thereof.

Section 5.19. Restricted Payments. No Company shall make or commit itself to make any Restricted Payment, except that such Company may make a Restricted Payment so long as no Default or Event of Default shall exist or would exist immediately after giving effect to such proposed action.

Section 5.20. Subsidiary Guaranties.

(a) Domestic Subsidiary Guaranties. Each Domestic Subsidiary of a Company (that is not a Dormant Subsidiary) created, acquired or held subsequent to the Closing Date, shall immediately execute and deliver to Agent, for the benefit of the Lenders, a Guaranty of Payment of all of the Obligations, such agreements to be in form and substance acceptable to Agent, along with any such other supporting documentation, corporate governance and authorization documents, and an opinion of counsel as may be deemed necessary or advisable by Agent.

(b) Foreign Subsidiary Guaranties. So long as there shall be no adverse tax consequences, each Foreign Subsidiary that (i) is not a Credit Party and (ii) (A) the amount of the Non-Credit Party Exposure with respect to such Foreign Subsidiary exceeds One Million Dollars ($1,000,000) or (B) the amount of the Non-Credit Party Exposure with respect to all such Foreign Subsidiaries exceeds Five Million Dollars ($5,000,000) at any time, shall execute and deliver to Agent, for the benefit of the Lenders, a Guaranty of Payment of the Obligations of such Foreign Borrower in an amount equal to no less than the amount of Non-Credit Party Exposure (to the extent not prohibited by law) with respect to such Foreign Subsidiary, and Administrative Borrower shall deliver to Agent such other supporting documentation, corporate governance and authorization documents, and an opinion of counsel as may be deemed necessary or advisable by Agent, provided that, if the execution and delivery of such Guaranty of Payment under the laws of such foreign jurisdiction is impractical or cost prohibitive, in the opinion of Agent, after consultation with Administrative Borrower, then Agent may forego such Guaranty of Payment in such foreign jurisdiction.

(c) Joint Venture Subsidiary Guaranties. Anything in this Section to the contrary notwithstanding, no Joint Venture Subsidiary shall be required to execute a Guaranty of Payment, provided that (i) no Joint Venture Subsidiary shall own, directly or indirectly, in full or in part, any other Subsidiary; (ii) no Joint Venture Subsidiary may receive any advances or loans unless permitted pursuant to Section 5.11(v) or (vi) hereof; (iii) no other Company may make any investment in a Joint Venture Subsidiary unless permitted pursuant to Section 5.11(v) or (vi) hereof; (iv) no Company shall guarantee any Indebtedness of a Joint Venture Subsidiary; and (v)

IHS shall provide written notice to Agent and the Lenders of the creation of any Joint Venture Subsidiary.

Section 5.21. Restrictive Agreements. Except as set forth in this Agreement, Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) make, directly or indirectly, any Capital Distribution to any Borrower, (b) make, directly or indirectly, loans or advances or capital contributions to any Borrower or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary to any Borrower; except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, or (iii) customary restrictions in security agreements or mortgages securing Indebtedness or Capitalized Lease Obligations, of a Company to the extent such restrictions shall only restrict the transfer of the property subject to such security agreement, mortgage or lease.

Section 5.22. Amendment of Organizational Documents. No Company shall amend its Organizational Documents, if it would have a Material Adverse Effect, without the prior written consent of Agent.

Section 5.23. Negative Pledge on IHS Stock. IHS shall not suffer or permit any Lien to exist upon the capital stock or other equity interest of IHS owned (or held for the benefit of) TBG Holdings N.V. or any affiliate thereof.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification. Each Credit Party is duly organized, validly existing and in good standing under the laws of its state or jurisdiction of incorporation or organization, and is duly qualified and authorized to do business and is in good standing as a foreign entity in the jurisdictions set forth opposite its name on Schedule 6.1 hereto, which are all of the states or jurisdictions where the character of its property or its business activities makes such qualification necessary, except where a failure to qualify will not result in a Material Adverse Effect. Schedule 6.1 hereto sets forth, as of the Closing Date, each Subsidiary of a Borrower (and whether such Subsidiary is a Dormant Subsidiary) and each Person that is an owner of a Borrower’s stock, its state of formation, its relationship to each Borrower, including the percentage of each class of stock (or membership interests) owned by a Company or the percentage of stock or other equity interest of a Borrower owned by it, the location of its chief executive office and its principal place of business. Except as set forth in Schedule 6.1, on the date hereof, each Borrower owns all of the equity interests of each of its Subsidiaries.

Section 6.2. Corporate Authority. Each Company has the right and power and is duly authorized and empowered to enter into, execute and deliver the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan Documents to which each Company is a party have been duly authorized and approved by such Company’s

board of directors or other governing body, as applicable, and are the valid and binding obligations of such Company, enforceable against such Company in accordance with their respective terms. The execution, delivery and performance of the Loan Documents will not conflict with, result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien (other than Liens permitted under Section 5.9 hereof) upon any assets or property of any Company under, the provisions of, such Company’s Organizational Documents or any agreement.

Section 6.3. Compliance with Laws and Contracts. Each Company:

(a) holds all material permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals from any Governmental Authority necessary for the conduct of its business and is in compliance with all applicable laws relating thereto;

(b) is in material compliance with all federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices; and

(c) is not in violation of or in default under any agreement to which it is a party or by which its assets are subject or bound, except with respect to any violation or default that would not have a Material Adverse Effect.

Section 6.4. Litigation and Administrative Proceedings. Except as disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions, investigations, or other proceedings pending or, to the knowledge of Administrative Borrower, threatened against any Company, or in respect of which any Company may have any liability, in any court or before any Governmental Authority, arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or government agency or instrumentality to which any Company is a party or by which the property or assets of any Company are bound, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining, that, as to (a) through (c) above, if violated or determined adversely, would have a Material Adverse Effect.

Section 6.5. Title to Assets. Each Company has good title to and ownership o f substantially all property it purports to own, which property is free and clear of all Liens, except those permitted under Section 5.9 hereof.

Section 6.6. Liens and Security Interests. On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is and will be no U.C.C. Financing Statement or similar notice of Lien outstanding covering any personal property of any Company, (b) there is and will be no mortgage outstanding covering any real property of any Company; and (c) no real or personal property of any Company is subject to any security interest or Lien of any kind other than any security interest or Lien that may be granted to Agent, for the benefit of the Lenders. No Company has entered into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits

Liens on such fixed assets or a contract or agreement entered into in the ordinary course of business that does not permit Liens on, or collateral assignment of, the property relating to such contract or agreement) that exists on or after the Closing Date that would prohibit Agent or the Lenders from acquiring a Lien on, or a collateral assignment of, any of the property or assets of any Company.

Section 6.7. Tax Returns. All federal, state, provincial and local tax returns and other reports required by law to be filed in respect of the income, business, properties and employees of each Company have been filed and all taxes, assessments, fees and other governmental charges that are due and payable have been paid, except as otherwise permitted herein. The provision for taxes on the books of each Company is adequate for all years not closed by applicable statutes and for the current fiscal year.

Section 6.8. Environmental Laws. Each Company is in substantial compliance with all Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise. Except as disclosed on Schedule 6.8 hereto, no material litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the best knowledge of each Company, threatened, against any Company, any real property in which any Company holds or has held an interest or any past or present operation of any Company. Except as disclosed on Schedule 6.8 hereto, no material release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws), on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation of any Environmental Law. As used in this Section 6.8, “litigation or proceeding” means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person, or otherwise.

Section 6.9. Continued Business. There exists no actual, pending, or, to each Borrower’s knowledge, any threatened termination, cancellation or limitation of, or any modification or change in the business relationship of any Company and any customer or supplier, or any group of customers or suppliers of any Company, that would have a Material Adverse Effect.

Section 6.10. Employee Benefits Plans. Schedule 6.10 hereto identifies each ERISA Plan as of the Closing Date covering employees of a Company. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, under applicable law or under t he governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded to the extent required by law, based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable

requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not, in any material way, exceed the fair market value of Pension Plan assets.

Section 6.11. Consents or Approvals. No consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person is required to be obtained or completed by any Company in connection with the execution, delivery or performance of any of the Loan Documents, that has not already been obtained or completed.

Section 6.12. Solvency.

(a) US Borrowers. Each US Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that such Borrower has incurred to Agent and the Lenders. No US Borrower is insolvent as defined in any applicable state, federal or relevant foreign statute, nor will such US Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Lenders. No US Borrower is engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to Agent and the Lenders incurred hereunder. No US Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

(b) Foreign Borrowers. Each Foreign Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that such Foreign Borrower has incurred to the Lenders. No Foreign Borrower is insolvent as defined in any applicable state, federal or relevant foreign statute, nor will such Foreign Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Lenders. No Foreign Borrower has liabilities, including contingent liabilities, greater than its assets. No Foreign Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

Section 6.13. Financial Statements. The audited Consolidated financial statements of IHS Group for the fiscal year ended November 30, 2003 and the unaudited Consolidated

financial statements of IHS Group for the fiscal quarter ended August 31, 2004 furnished to Agent and the Lenders, are true and complete, have been prepared in accordance with GAAP (except with respect to the absence of footnotes), and fairly present the financial condition of the Companies included in the consolidation as of the dates of such financial statements and the results of their operations for the periods then ending. Since the dates of such statements, there has been no material adverse change in the financial condition, properties or business of the Companies taken as a whole or any change in the accounting procedures of the Companies.

Section 6.14. Regulations. No Company is engaged principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin stock” (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States of America). Neither the granting of any Loan (or any conversion thereof) or Letter of Credit nor the use of the proceeds of any Loan or Letter of Credit will violate, or be inconsistent with, the provisions of Regulation T, U or X or any other Regulation of such Board of Governors.

Section 6.15. Material Agreements. Except as disclosed on Schedule 6.15 hereto, on the Closing Date, no Company is a party to any (a) debt instrument (excluding the Loan Documents); (b) lease (capital, operating or otherwise), whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or other arrangement involving the purchase or sale of any inventory by it, or the license of any right to or by it; (d) contract, commitment, agreement, or other arrangement with any of its “Affiliates” (as such term is defined in the Securities Exchange Act of 1934, as amended) other than a Company; (e) management or employment contract or contract for personal services with any of its Affiliates that is not otherwise terminable at will or on less than ninety (90) days’ notice without liability; (f) collective bargaining agreement; or (g) other contract, agreement, understanding, or arrangement with a third party that, as to subsections (a) through (g), above, if violated, breached, or terminated for any reason, would have a Material Adverse Effect.

Section 6.16. Intellectual Property. Each Company owns or has the right to use all of the material patents, patent applications, industrial designs, trademarks, service marks, copyrights and licenses, and rights with respect to the foregoing, necessary for the conduct of its business without any known conflict with the rights of others.

Section 6.17. Insurance. Each Company maintains with financially sound and reputable insurers insurance with coverage and limits as required by law and as is customary with Persons engaged in the same businesses as the Companies. Schedule 6.17 hereto sets forth all insurance carried by the Companies on the Closing Date, setting forth in detail the amount and type of such insurance.

Section 6.18. Accurate and Complete Statements. Neither the Loan Documents nor any written statement made by any Company in connection with any of the Loan Documents contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained therein or in the Loan Documents not misleading. After due inquiry by Borrowers, there is no known fact that any Company has not disclosed to Agent and the Lenders that has or is likely to have a Material Adverse Effect.

Section 6.19. Investment Company; Holding Company. No Company is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to regulation under the Public Utility Holding Company Act of 1935 or the Federal Power Act, each as amended, or any foreign, federal, state or local statute or regulation limiting its ability to incur Indebtedness.

Section 6.20. Defaults. No Default or Event of Default exists hereunder, nor will any begin to exist immediately after the execution and delivery hereof.

ARTICLE VII. EVENTS OF DEFAULT

Each of the following shall constitute an Event of Default hereunder:

Section 7.1. Payments. If (a) the interest on any Loan or any facility or other fee shall not be paid in full when due and payable or within five days thereafter, or (b) the principal of any Loan or any obligation under any Letter of Credit shall not be paid in full when due and payable.

Section 7.2. Special Covenants. If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.19 or 5.20 hereof.

Section 7.3. Other Covenants. If any Company shall fail or omit to perform and observe any agreement or other provision (other than those referred to in Section 7.1 or 7.2 hereof) contained or referred to in this Agreement or any Related Writing that is on such Company’s part to be complied with, and that Default shall not have been fully corrected within twenty (20) days after the giving of written notice thereof to Administrative Borrower by Agent or the Required Lenders that the specified Default is to be remedied.

Section 7.4. Representations and Warranties. If any representation or warranty made in or pursuant to this Agreement or any Related Writing furnished by any Company to the Lenders or any thereof or any other holder of any Note, shall be false or erroneous in any material respect when made.

Section 7.5. Cross Default. If any Company shall default in the payment of principal or interest due and owing upon any other obligation for borrowed money in excess of the aggregate, for all such obligations of all such Companies, of Five Million Dollars ($5,000,000), beyond any period of grace provided with respect thereto or in the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.

Section 7.6. ERISA Default. The occurrence of one or more ERISA Events that (a) could have a Material Adverse Effect, or (b) results in a Lien on any of the assets of any Company.

Section 7.7. Change in Control. If any Change in Control shall occur.

Section 7.8. Money Judgment. A final judgment or order for the payment of money shall be rendered against any Company by a court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed) of thirty (30) days after the date on which the right to appeal has expired , provided that the aggregate of all such judgments, for all such Companies, shall exceed One Million Dollars ($1,000,000).

Section 7.9. Material Adverse Change. There shall have occurred any condition or event that has or is reasonably likely to have a Material Adverse Effect.

Section 7.10. Validity of Loan Documents. (a) Any material provision of any Loan Document shall at any time for any reason cease to be valid, binding and enforceable against any Credit Party; (b) the validity, binding effect or enforceability of any Loan Document against any Credit Party shall be contested by any Credit Party; (c) any Credit Party shall deny that it has any or further liability or obligation under any Loan Document ; or (d) any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to Agent and the Lenders the benefits purported to be created thereby. In addition to any other material Loan Documents, this Agreement, each Note and each Guaranty of Payment shall be deemed to be “material”.

Section 7.11. Discontinue Business. If any Company with assets over One Million Dollars ($1,000,000) shall, except as permitted pursuant to Sections 5.5 or 5.12 hereof, discontinue business.

Section 7.12. Solvency of Certain Companies. If any Company (other than a Dormant Subsidiary or a Credit Party) with assets of less than One Million Dollars ($1,000,000) shall engage in or permit to occur (whether voluntarily or involuntarily) any of the activities set forth in Section 7.13 hereof.

Section 7.13. Solvency. If any Credit Party or any other Company with assets over One Million Dollars ($1,000,000) shall (a) generally not pay its debts as such debts become due, (b) make a general assignment for the benefit of creditors, (c) apply for or consent to the appointment of an interim receiver, a receiver and manager, an administrator, sequestrator, monitor, a custodian, a trustee, an interim trustee or liquidator of all or a substantial part of its assets or of such Company, (d) be adjudicated a debtor or insolvent or have entered against it an order for relief under Title 11 of the United States Code, or under any other bankruptcy insolvency, liquidation, winding- up, corporate or similar statute or law, foreign, federal, state or provincial, in any applicable jurisdiction, now or hereafter existing, as any of the foregoing may be amended from time to time, or other applicable statute for jurisdictions outside of the United States, as the case may be, (e) file a voluntary petition in bankruptcy, or file a proposal or notice of intention to file a proposal or have an involuntary proceeding filed against it and the same shall continue undismissed for a period of sixty (60) days from commencement of such proceeding or case, or file a petition or an answer or an application or a proposal seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law

(whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, (f) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition or an application or a proposal seeking its reorganization or appoints an interim receiver, a receiver and manager, an administrator, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or of such Company, (g) have an administrative receiver appointed over the whole or substantially the whole of its assets, or (h) have a moratorium declared in respect of any of its Indebtedness, or any analogous procedure or step is taken in any jurisdiction.

ARTICLE VIII. REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or inference herein or elsewhere:

Section 8.1. Optional Defaults. If any Event of Default referred to in Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10, 7.11 or 7.12 hereof shall occur, Agent may, with the consent of the Required Lenders, and shall, at the written request of the Required Lenders, give written notice to Borrowers to:

(a) terminate the Commitment, if not previously terminated, and, immediately upon such election, the obligations of the Lenders, and each thereof, to make any further Loan and the obligation of the Fronting Lender to issue any Letter of Credit immediately shall be terminated; and/or

(b) accelerate the maturity of all of the Obligations (if the Obligations are not already due and payable), whereupon all of the Obligations shall become and thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice of any kind, all of which are hereby waived by each Borrower.

Section 8.2. Automatic Defaults. If any Event of Default referred to in Section 7.13 hereof shall occur:

(a) all of the Commitment shall automatically and immediately terminate, if not previously terminated, and no Lender thereafter shall be under any obligation to grant any further Loan, nor shall the Fronting Lender be obligated to issue any Letter of Credit; and

(b) the principal of and interest then outstanding on all of the Loans, and all of the other Obligations, shall thereupon become and thereafter be immediately due and payable in full (if the Obligations are not already due and payable), all without any presentment, demand or notice of any kind, which are hereby waived by each Borrower.

Section 8.3. Letters of Credit. If the maturity of the Obligations shall be accelerated pursuant to Section 8.1 or 8.2 hereof, US Borrowers shall immediately deposit with Agent, as

security for the obligations of US Borrowers and any Domestic Guarantor of Payment to reimburse Agent and the Lenders for any then outstanding Letters of Credit, cash equal to the sum of the aggregate undrawn balance of any then outstanding Letters of Credit. Agent and the Lenders are hereby authorized, at their option, to deduct any and all such amounts from any deposit balances then owing by any Lender (or any affiliate of such Lender, wherever located) to or for the credit or account of any US Borrower or Domestic Guarantor of Payment, as security for the obligations of US Borrowers and any Domestic Guarantor of Payment to reimburse Agent and the Lenders for any then outstanding Letters of Credit.

Section 8.4. Offsets. If there shall occur or exist any Event of Default referred to in Section 7.13 hereof or if the maturity of the Obligations is accelerated pursuant to Section 8.1 or 8.2 hereof, each Lender shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all of the Obligations then owing by a Borrower or Guarantor of Payment to such Lender (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2 or 8.5 hereof), whether or not the same shall then have matured, any and all deposit (general or special) balances and all other Indebtedness then held or owing by such Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of such Borrower or Guarantor of Payment, all without notice to or demand upon such Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Section 8.5. Equalization Provision. Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over the other Lenders or any thereof in respect of the Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice to participate and except under Article III hereof), it shall purchase from the other Lenders, for cash and at par, such additional participation in the Obligations as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Lender receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Lender) ratably to the extent of the recovery. Each Lender further agrees with the other Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any Indebtedness owing by any Borrower to that Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, by counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise) it will apply such payment first to any and all Obligations owing by such Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to this Section 8.5 or any other Section of this Agreement). Each Credit Party agrees that any Lender so purchasing a participation from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

Section 8.6. Other Remedies. The remedies in this Article VIII are in addition to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which the Lenders may be entitled. Agent shall exercise the rights under this Article VIII and

all other collection efforts on behalf of the Lenders and no Lender shall act independently with respect thereto, except as otherwise specifically set forth in this Agreement.

ARTICLE IX. THE AGENT

The Lenders authorize KeyBank National Association and KeyBank National Association hereby agrees to act as agent for the Lenders in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the following terms and conditions:

Section 9.1. Appointment and Authorization. Each Lender hereby irrevocably appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers hereunder as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Neither Agent nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction), or be responsible in any manner to any of the Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Agreement or any other Loan Documents, (b) be under any obligation to any Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of Borrowers or any other Company, or the financial condition of Borrowers or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents.

Section 9.2. Note Holders. Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with Agent, signed by such payee and in form satisfactory to Agent.

Section 9.3. Consultation With Counsel. Agent may consult with legal counsel selected by Agent and shall not be liable for any action taken or suffered in good faith by Agent in accordance with the opinion of such counsel.

Section 9.4. Documents. Agent shall not be under any duty to examine into or pass upon the validity, effectiveness, genuineness or value of any Loan Document or any other Related Writing furnished pursuant hereto or in connection herewith or the value of any collateral obtained hereunder, and Agent shall be entitled to assume that the same are valid, effective and genuine and what they purport to be.

Section 9.5. Agent and Affiliates. With respect to the Loans, Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not Agent, and Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Company or any Affiliate.

Section 9.6. Knowledge of Default. It is expressly understood and agreed that Agent shall be entitled to assume that no Default or Event of Default has occurred, unless Agent has been notified by a Lender in writing that such Lender believes that a Default or Event of Default has occurred and is continuing and specifying the nature thereof or has been notified by a Borrower pursuant to Section 5.14 hereof.

Section 9.7. Action by Agent. Subject to the other terms and conditions hereof, so long as Agent shall be entitled, pursuant to Section 9.6 hereof, to assume that no Default or Event of Default shall have occurred and be continuing, Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement. Agent shall incur no liability under or in respect of this Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that may seem to it to be necessary or desirable in the premises.

Section 9.8. Notice of Default. In the event that Agent shall have acquired actual knowledge of any Default or Event of Default, Agent shall promptly notify the Lenders and shall take such action and assert such rights under this Agreement as the Required Lenders shall direct and Agent shall inform the other Lenders in writing of the action taken. Agent may take such action and assert such rights as it deems to be advisable, in its discretion, for the protection of the interests of the holders of the Obligations.

Section 9.9. Release of Guarantor of Payment. In the event of a transfer of assets permitted by Section 5.12 hereof (or otherwise permitted pursuant to this Agreement), Agent, at the request and expense of Borrower, is hereby authorized by the Lenders to release a Guarantor of Payment in connection with such permitted transfer.

Section 9.10. Indemnification of Agent. The Lenders agree to indemnify Agent (to the extent not reimbursed by Borrowers) ratably, according to their respective Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by Agent with respect to this Agreement or any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements resulting from Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document.

Section 9.11. Successor Agent. Agent may resign as agent hereunder by giving not fewer than thirty (30) days prior written notice to Borrowers and the Lenders. If Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders (with the consent of Administrative Borrower so long

as an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Lenders appoint a successor agent. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term “Agent” shall mean such successor effective upon its appointment, and the former agent’s rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement.

Section 9.12. Other Agents. As used in this Agreement, the term “Agent” shall only include Agent. Neither Co-Documentation Agent shall have any rights, obligations or responsibilities hereunder in such capacity.

ARTICLE X. MISCELLANEOUS

Section 10.1. Lenders’ Independent Investigation. Each Lender, by its signature to this Agreement, acknowledges and agrees that Agent has made no representation or warranty, express or implied, with respect to the creditworthiness, financial condition, or any other condition of any Company or with respect to the statements contained in any information memorandum furnished in connection herewith or in any other oral or written communication between Agent and such Lender. Each Lender represents that it has made and shall continue to make its own independent investigation of the creditworthiness, financial condition and affairs of the Companies in connection with the extension of credit hereunder, and agrees that Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto (other than such notices as may be expressly required to be given by Agent to the Lenders hereunder), whether coming into its possession before the first Credit Event hereunder or at any time or times thereafter. Each Lender further represents that it has reviewed each of the Loan Documents.

Section 10.2. No Waiver; Cumulative Remedies. No omission or course of dealing on the part of Agent, any Lender or the holder of any Note in exercising any right, power or remedy hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the Loan Documents. The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held by operation of law, by contract or otherwise.

Section 10.3. Amendments, Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment hereunder (except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the Loans, the payment

date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal o f the Default Rate shall not constitute a decrease in interest rate of this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Lenders hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Section 10.4. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to a Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement (including a courtesy notice to Stephen Green, Esq., mailed or delivered to him, addressed to him at 1350 Avenue of the Americas, Suite 840, New York, New York 10019, provided that a failure to give such courtesy notice shall have no legal effect hereunder), if to a Lender, mailed or delivered to it, addressed to the address of such Lender specified on the signature pages of this Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other communications provided for hereunder shall be given by overnight delivery or first class mail with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt (and confirmation copy by mail or overnight delivery), except that all notices hereunder shall not be effective until received.

Section 10.5. Costs, Expenses and Taxes. US Borrowers agree to pay on demand all costs and expenses of Agent, including but not limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. US Borrowers also agree to pay on demand all costs and expenses of Agent and the Lenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the Obligations, this Agreement or any Related Writing. In addition, US Borrowers and any other appropriate Borrower shall pay any and all stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agree to hold Agent and each Lender harmless from and against any

and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees.

Section 10.6. Indemnification. Each US Borrower, and each Foreign Borrower to the extent relating to the Loans and other credit extensions to such Foreign Borrower, agrees to defend, indemnify and hold harmless Agent and the Lenders (and their respective affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent or any Lender in connection with any investigative, administrative or judicial proceeding (whether or not such Lender or Agent shall be designated a party thereto) or any other claim by any Person relating to or arising out of any Loan Document or any actual or proposed use of proceeds of the Loans or any o f the Obligations, or any activities of any Company or its Affiliates; provided that no Lender nor Agent shall have the right to be indemnified under this Section 10.6 for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. All obligations provided for in this Section 10.6 shall survive any termination of this Agreement.

Section 10.7. Obligations Several; No Fiduciary Obligations. The obligations of the Lenders hereunder are several and not joint. Nothing contained in this Agreement and no action taken by Agent or the Lenders pursuant hereto shall be deemed to constitute Agent or the Lenders a partnership, association, joint venture or other entity. No default by any Lender hereunder shall excuse the other Lenders from any obligation under this Agreement; but no Lender shall have or acquire any additional obligation of any kind by reason of such default. The relationship between Borrowers and the Lenders with respect to the Loan Documents and the Related Writings is and shall be solely that of debtors and creditors, respectively, and neither Agent nor any Lender shall have any fiduciary obligation toward any Credit Party with respect to any such documents or the transactions contemplated thereby.

Section 10.8. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and by facsimile signature, each of which counterparts when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

Section 10.9. Binding Effect; Borrowers’ Assignment. This Agreement shall become effective when it shall have been executed by each Borrower, Agent and each Lender and thereafter shall be binding upon and inure to the benefit of each Borrower, Agent and each of the Lenders and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of Agent and all of the Lenders.

Section 10.10. Lender Assignments.

(a) Assignments of Commitments. Each Lender shall have the right at any time or times to assign to an Eligible Transferee (other than to a Lender that shall not be in compliance with this Agreement), without recourse, all or a percentage of all of the following: (i) such

Lender’s Commitment, (ii) all Loans made by that Lender, (iii) such Lender’s Notes, and (iv) such Lender’s interest in any Letter of Credit or Swing Loan, and any participation purchased pursuant to Section 2.2 or 8.5 hereof.

(b) Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided, however, that the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

(c) Minimum Amount. Each such assignment shall be in a minimum amount of the lesser of Ten Million Dollars ($10,000,000) of the assignor’s Commitment and interest herein, or the entire amount of the assignor’s Commitment and interest herein.

(d) Assignment Fee. Unless the assignment shall be to an affiliate of the assignor or the assignment shall be due to merger of the assignor or for regulatory purposes, either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee of Three Thousand Five Hundred Dollars ($3,500).

(e) Assignment Agreement. Unless the assignment shall be due to merger of the assignor or a collateral assignment for regulatory purposes, the assignor shall (i) cause the assignee to execute and deliver to Administrative Borrower and Agent an Assignment Agreement, and (ii) execute and deliver, or cause the assignee to execute and deliver, as the case may be, to Agent such additional amendments, assurances and other writings as Agent may reasonably require.

(f) Non-U.S. Assignee. If the assignment is to be made to an assignee that is organized under the laws of any jurisdiction other than the United States or any state thereof, the assignor Lender shall cause such assignee, at least five Business Days prior to the effective date of such assignment, (i) to represent to the assignor Lender (for the benefit of the assignor Lender, Agent and Borrowers) that under applicable law and treaties no taxes will be required to be withheld by Agent, Borrowers or the assignor with respect to any payments to be made to such assignee in respect of the Loans hereunder, (ii) to furnish to the assignor Lender (and, in the case of any assignee registered in the Register (as defined below), Agent and Borrowers) either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN, as applicable (wherein such assignee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder), and (iii) to agree (for the benefit of the assignor, Agent and Borrowers) to provide to the assignor Lender (and, in the case of any assignee registered in the Register, to Agent and Borrowers) a new Form W-8ECI or Form W-8BEN, as applicable, upon the expiration or obsolescence of any previously delivered form

and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such assignee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

(g) Deliveries by Borrowers. Upon satisfaction of all applicable requirements specified in subsections (a) through (f) above, Borrowers shall execute and deliver (i) to Agent, the assignor and the assignee, any consent or release (of all or a portion of the obligations of the assignor) required to be delivered by Borrowers in connection with the Assignment Agreement, and (ii) to the assignee and the assignor, if applicable, an appropriate Note or Notes. After delivery of the new Note or Notes, the assignor’s Note or Notes being replaced shall be returned to Borrowers marked “replaced”.

(h) Effect of Assignment. Upon satisfaction of all applicable requirements set forth in subsections (a) through (g) above, and any other condition contained in this Section 10.10, (i) the assignee shall become and thereafter be deemed to be a “Lender” for the purposes of this Agreement, (ii) the assignor shall be released from its obligations hereunder to the extent that its interest has been assigned, (iii) in the event that the assignor’s entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a “Lender” and (iv) the signature pages hereto and Schedule 1 hereto shall be automatically amended, without further action, to reflect the result of any such assignment.

(i) Agent to Maintain Register. Agent shall maintain at the address for notices referred to in Section 10.4 hereof a copy of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrowers, Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Section 10.11. Sale of Participations. Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell participations to one or more Eligible Transferees (each a “Participant”) in all or a portion of its rights or obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Commitment and the Loans and participations owing to it and the Note held by it); provided that:

(a) any such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged;

(b) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

(c) the parties hereto shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and each of the other Loan Documents;

(d) such Participant shall be bound by the provisions of Section 8.5 hereof, and the Lender selling such participation shall obtain from such Participant a written confirmation of its agreement to be so bound; and

(e) no Participant (unless such Participant is itself a Lender) shall be entitled to require such Lender to take or refrain from taking action under this Agreement or under any other Loan Document, except that such Lender may agree with such Participant that such Lender will not, without such Participant’s consent, take action of the type described as follows:

(i) increase the portion of the participation amount of any Participant over the amount thereof then in effect, or extend the Commitment Period, without the written consent of each Participant affected thereby; or

(ii) reduce the principal amount of or extend the time for any payment of principal of any Loan, or reduce the rate of interest or extend the time for payment of interest on any Loan, or reduce the facility fee, without the written consent of each Participant affected thereby.

Borrowers agree that any Lender that sells participations pursuant to this Section shall still be entitled to the benefits of Article III hereof, notwithstanding any such transfer; provided, however, that the obligations of Borrowers shall not increase as a result of such transfer and Borrowers shall have no obligation to any Participant.

Section 10.12. Patriot Act Notice. Each Lender and Agent (for itself and not on behalf of any other party) hereby notifies the Credit Parties that, pursuant to the requirements of the Patriot Act, such Lender and Agent are required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of the Credit Parties and other information that will allow such Lender or Agent, as applicable, to identify the Credit Parties in accordance with the Patriot Act. Administrative Borrower shall provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by Agent or any Lenders in order to assist Agent and the Lender in maintaining compliance with the Patriot Act.

Section 10.13. Severability of Provisions; Captions; Attachments. Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to Sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

Section 10.14. Entire Agreement. This Agreement, any Note and any other Loan Document or other agreement, document or instrument attached hereto or executed on or as of the Closing Date integrate all of the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.

Section 10.15. Legal Representation of Parties. The Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

Section 10.16. Currency.

(a) Currency Equivalent Generally. For the purposes of making valuations or computations under this Agreement (but not for the purposes of the preparation of any financial statements delivered pursuant hereto), unless expressly provided otherwise, where a reference is made to a dollar amount the amount is to be considered as the amount in Dollars and, therefor, each other currency shall be converted into the Dollar Equivalent.

(b) Judgment Currency. If Agent, on behalf of the Lenders, obtains a judgment or judgments against any Credit Party in an Alternate Currency, the obligations of such Credit Party in respect of any sum adjudged to be due to Agent or the Lenders hereunder or under the Notes (the “Judgment Amount”) shall be discharged only to the extent that, on the Business Day following receipt by Agent of the Judgment Amount in the Alternate Currency, Agent, in accordance with normal banking procedures, purchases Dollars with the Judgment Amount in such Alternate Currency. If the amount of Dollars so purchased is less than the amount of Dollars that could have been purchased with the Judgment Amount on the date or dates the Judgment Amount (excluding the portion of the Judgment Amount that has accrued as a result of the failure of such Credit Party to pay the sum originally due hereunder or under the Notes when it was originally due and owing to Agent or the Lenders hereunder or under the Notes) was originally due and owing to Agent or the Lenders hereunder or under the Notes (the “Original Due Date”) (the “Loss”), such Credit Party agrees as a separate obligation and notwithstanding any such judgment, to indemnify Agent or such Lender, as the case may be, against the Loss, and if the amount of Dollars so purchased exceeds the amount of Dollars that could have been purchased with the Judgment Amount on the Original Due Date, Agent or such Lender agrees to remit such excess to such Credit Party.

Section 10.17. Governing Law; Submission to Jurisdiction. This Agreement, each of the Notes and any Related Writing shall be governed by and construed in accordance with the laws of the State of Ohio and the respective rights and obligations of Borrowers, Agent, and the Lenders shall be governed by Ohio law, without regard to principles of conflicts of laws. Each Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any Ohio state or federal court sitting in Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, the Obligations or any Related Writing, and each Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and

determined in such Ohio state or federal court. Each Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. Each Borrower agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

[Remainder of page left intentionally blank]

Section 10.18. JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH BORROWER, AGENT AND EACH LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

IN WITNESS WHEREOF, the parties have executed and delivered this Credit Agreement as of the date first set forth above.

Address:	15 Inverness Way East	IHS INC.
	Englewood, Colorado 80112
	Attn: Chief Financial Officer	By:		/s/ Francis J. Mullins
	Facsimile: 303-754-4025	Name:					FRANCIS J. MULLINS
		Title:				VICE PRESIDENT

Address:	15 Inverness Way East	INFORMATION HANDLING SERVICES
	Englewood, Colorado 80112	GROUP INC.
	Attn: Chief Financial Officer
	Facsimile: 303-754-4025	By:	/s/ Francis J. Mullins
		Name:					FRANCIS J. MULLINS
		Title:			VICE PRESIDENT

Address:	15 Inverness Way East	INFORMATION HANDLING SERVICES
	Englewood, Colorado 80112	INC.
	Attn: Chief Financial Officer
	Facsimile: 303-754-4025	By:	/s/ Francis J. Mullins
		Name:					FRANCIS J. MULLINS
		Title:			VICE PRESIDENT

Address:	15 Inverness Way East	IHS ENERGY GROUP INC.
	Englewood, Colorado 80112
	Attn: Chief Financial Officer	By:	/s/ Francis J. Mullins
	Facsimile: 303-754-4025	Name:					FRANCIS J. MULLINS
		Title:			VICE PRESIDENT

Address:	Technical Indexes Ltd	IHS ENGINEERING GROUP UK LTD.
	Willoughby Road
	Bracknell, Berkshire RG 12, 8DW	By:	/s/ Francis J. Mullins
	UNITED KINGDOM		Francis J. Mullins
	Attn: Chief Financial Officer		VICE PRESIDENT

		and	/s/ Michael J. Sullivan
			Michael J. Sullivan
			Director

Address:	24 Chemin de la Mairie	PETROCONSULTANTS S.A.
	1258 Perly
	Geneva	By:	/s/ Michael R. McCrory
	Attn: Chief Financial Officer		Michael R. McCrory
			Director

Address:	127 Public Square	KEYBANK NATIONAL ASSOCIATION,
	Cleveland, Ohio 44114	as Agent and as a Lender
	Attn: Key Technology Finance
		By:
			Vijaya N. Kulkarni
			Vice President

Address:	DN-CO-BB4A	U.S. BANK NATIONAL ASSOCIATION
	918 17^th Street, 4^th Floor
	Denver, Colorado 80202	By:
	Attn: Commercial Banking	Name:
		Title:

Address:	MAC C7301-037	WELLS FARGO BANK, NATIONAL
	1740 Broadway	ASSOCIATION
	Denver, Colorado 80274
	Attn: Commercial Banking	By:
			Catherine M. Jones
			Vice President

Address:	Technical Indexes Ltd	IHS ENGINEERING GROUP UK LTD.
	Willoughby Road
	Bracknell, Berkshire RG 12, 8DW	By:
	UNITED KINGDOM	Name:
	Attn: Chief Financial Officer	Title:

		and
		Name:
		Title:

Address:	24 Chemin de la Mairie	PETROCONSULTANTS S.A.
	1258 Perly
	Geneva	By:
	Attn: Chief Financial Officer	Name:
		Title:

Address:	127 Public Square	KEYBANK NATIONAL ASSOCIATION,
	Cleveland, Ohio 44114	as Agent and as a Lender
	Attn: Key Technology Finance
		By:	/s/ Thomas A. Crandell
			Thomas A. Crandell
			Senior Vice President

Address:	DN-CO-BB4A	U.S. BANK NATIONAL ASSOCIATION
	918 17^th Street, 4^th Floor
	Denver, Colorado 80202
	Attn: Commercial Banking	By:
		Name:
		Title:

Address:	MAC C7301-037	WELLS FARGO BANK, NATIONAL
	1740 Broadway	ASSOCIATION
	Denver, Colorado 80274
	Attn: Commercial Banking	By:
			Catherine M. Jones
			Vice President

Address:	Technical Indexes Ltd	IHS ENGINEERING GROUP UK LTD.
	Willoughby Road
	Bracknell, Berkshire RG 12, 8DW	By:
	UNITED KINGDOM	Name:
	Attn: Chief Financial Officer	Title:

		and
		Name:
		Title:

Address:	24 Chemin de la Mairie	PETROCONSULTANTS S.A.
	1258 Perly
	Geneva	By:
	Attn: Chief Financial Officer	Name:
		Title:

Address:	127 Public Square	KEYBANK NATIONAL ASSOCIATION,
	Cleveland, Ohio 44114	as Agent and as a Lender
	Attn: Key Technology Finance
		By:
			Vijaya N. Kulkarni
			Vice President

Address:	DN-CO-BB4A	U.S. BANK NATIONAL ASSOCIATION
	918 17^th Street, 4^th Floor
	Denver, Colorado 80202
	Attn: Commercial Banking	By:	/s/ Thomas J McCarthy
			Thomas J McCarthy
			Vice President

Address:	MAC C7301-037	WELLS FARGO BANK, NATIONAL
	1740 Broadway	ASSOCIATION
	Denver, Colorado 80274
	Attn: Commercial Banking	By:
			Catherine M. Jones
			Vice President

Address:	Technical Indexes Ltd	IHS ENGINEERING GROUP UK LTD.
	Willoughby Road
	Bracknell, Berkshire RG 12, 8DW	By:
	UNITED KINGDOM	Name:
	Attn: Chief Financial Officer	Title:

		and
		Name:
		Title:

Address:	24 Chemin de la Mairie	PETROCONSULTANTS S.A.
	1258 Perly
	Geneva	By:
	Attn: Chief Financial Officer	Name:
		Title:

Address:	127 Public Square	KEYBANK NATIONAL ASSOCIATION,
	Cleveland, Ohio 44114	as Agent and as a Lender
	Attn: Key Technology Finance
		By:
			Vijaya N. Kulkarni
			Vice President

Address:	DN-CO-BB4A	U.S. BANK NATIONAL ASSOCIATION
	918 17^th Street, 4^th Floor
	Denver, Colorado 80202	By:
	Attn: Commercial Banking	Name:
		Title:

Address:	MAC C7301-037	WELLS FARGO BANK, NATIONAL
	1740 Broadway	ASSOCIATION
	Denver, Colorado 80274
	Attn: Commercial Banking	By:	/s/ Catherine M. Jones
			Catherine M. Jones
			Vice President

SCHEDULE 1

LENDERS	COMMITMENT PERCENTAGE		REVOLVING CREDIT COMMITMENT AMOUNT		MAXIMUM AMOUNT
KeyBank National Association	44	%	$	55,000,000	$	55,000,000
U.S. Bank National Association	28	%	$	35,000,000	$	35,000,000
Wells Fargo Bank, National Association	28	%	$	35,000,000	$	35,000,000
Total Commitment Amount	100	%	$	125,000,000	$	125,000,000

S-1

SCHEDULE 2

FOREIGN BORROWERS

IHS Engineering Group UK Ltd.
Petroconsultants S.A.

S-2

SCHEDULE 2.2

EXISTING LETTERS OF CREDIT

SBLC No.	Amount	Renewal Date	Expiry Date

S305381000	50,000.00	10/22/04	10/22/05
S305384000	200,000.00	9/19/04	9/19/05
S305387000	81,874.00	6/30/04	6/30/05
S306195000	164,461.35	3/10/04	12/15/05
S306929000	188,400.00	6/30/04	6/30/05
S307166000	300,570.00	7/31/04	7/31/05
S307718000	53,295.00	12/31/04	12/30/05
S307787000	47,757.00	12/31/04	12/30/05
S307790000	53,295.00	12/31/04	12/30/05
S307793000	45,804.00	12/31/04	12/30/05
S307796000	48,082.00	12/31/04	12/31/05
S307823000	53,295.10	12/31/04	12/30/05
S307830000	59,166.00	1/31/05	1/31/05
S307833000	44,409.00	1/31/05	12/31/05
S307836000	49,067.00	12/31/04	12/31/05
S307883000	58,955.00	1/31/05	1/31/05
S308290000	72,420.00	1/31/05	1/31/05
S308501000	30,908.10	12/15/05	12/15/05
S309828000A	10,042.00	11/24/04	12/31/05
S309829000A	34,876.00	11/24/04	12/31/05
S309884000A	65,163.00	12/9/04	12/31/05
S309885000A	6,531.00	12/9/04	12/31/05
S309886000A	9,251.00	12/9/04	12/31/05
S309920000A	45,804.00	12/20/04	12/31/05
S309928000A	10,195.00	12/22/04	12/31/05

Total:	1,783,620.55

S-3

SCHEDULE 3

GUARANTORS OF PAYMENT (DOMESTIC & FOREIGN)

Domestic Guarantors of Payment

State of Organization		Company

Colorado		IHS Group Inc.

Delaware		IHS Inc.
		Information Handling Services Group Inc.
		Information Handling Services Inc.
		IHS Energy Group Inc.
		IHS Group Services Inc.
		IHS Property Management Inc.
		IHS South Africa Publishing Inc.
		IHS Africa Holdings Inc.
		Information Handling Services South Africa Inc.
		IHS Canada Limited
		IHS iMonitoring Inc.
		Nexdata Solutions, Inc.
		IHS Database Services Inc.
		PID Acquisition Corp.
		Dwights Acquisition Corp.
		Petroleum Information/Dwights LLC
		Petroconsultants-MAI Inc.

Massachusetts		Cambridge Energy Research Associates, Inc.

Texas		Data Logic Services Corp.
		IHS Energy Log Services, Inc.

Virginia		USA Information Systems, Inc.

Foreign Guarantors of Payment

Country		Company

Australia		IHS Australia Pty Ltd.
		IHS Enterprise Solutions (Australia) Pty Limited

Canada		IHS Energy (Canada) Ltd. (fka IHS Accumap Ltd.)
		IHS Group Canada Ltd.
		IHS Solutions Limited
		Cambridge Energy Research Associates (Canada) Inc.

S-4

Denmark		Information Handling Services Nordic A/S

France		IHS France SA

Germany		IHS Holdings GmbH
		Cambridge Energy Research Associates (Germany) GmbH

Hong Kong		IHS Hong Kong Limited

Japan		Information Handling Services Japan Inc.

Malaysia		Information Handling Services (Malaysia) Sdn. Bhd. (95% ownership)

Mexico		Information Handling Services de Mexico S.A. de C.V.

Sweden		IHS Nordic Tech AB

Switzerland		Petroconsultants S.A.
		TFV Technischer Fachbuch Vertrieb AG (80% ownership)

United Kingdom		IHS Engineering Group UK Ltd.
		IHS Group Holdings Limited
		ESDU International Plc
		Technical Indexes Limited
		Wessex Software International Limited
		Wessex Software (UK) Limited
		Wessex Software (Maintenance) Limited
		Integrated Exploration and Development Services Limited
		IHS Energy Ltd.
		IHS Energy Group UK Limited
		Petroconsultants-MAI Limited
		Petroconsultants (UK) Limited
		Petroleum Information (ERICO) Limited
		Cambridge Energy Research Associates (UK) Limited

S-5

SCHEDULE 4

ADDITIONAL FOREIGN GUARANTOR MAXIMUM AMOUNT

None.

S-6

EXHIBIT A
FORM OF

US BORROWER REVOLVING CREDIT NOTE

January 6, 2005

FOR VALUE RECEIVED, the undersigned, IHS INC., INFORMATION HANDLING SERVICES GROUP INC., INFORMATION HANDLING SERVICES INC. and IHS ENERGY GROUP INC. (collectively, “US Borrowers” and, individually, each a “US Borrower”), jointly and severally, promise to pay, on the last day of the Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of [ ] (“Lender”) at the main office of KEYBANK NATIONAL ASSOCIATION, as Agent, as hereinafter defined, 127 Public Square, Cleveland, Ohio 44114 the principal sum of

DOLLARS

or the aggregate unpaid principal amount of all Revolving Loans, as defined in the Credit Agreement made by Lender to US Borrowers pursuant to Section 2.2(a) of the Credit Agreement, whichever is less, in lawful money of the United States of America; provided that Revolving Loans that are Alternate Currency Loans, as defined in the Credit Agreement, shall be payable in the applicable Alternate Currency, as defined in the Credit Agreement, at the place or places designated in the Credit Agreement. US Borrowers also agree to pay any additional amount that is required to be paid pursuant to Section 10.15 of the Credit Agreement.

As used herein, “Credit Agreement” means the Amended and Restated Credit Agreement dated as of January 6, 2005, among US Borrowers, the Foreign Borrowers, as defined therein, the Lenders, as defined therein, KeyBank National Association, as lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), U.S. Bank National Association, as co-documentation agent, and Wells Fargo Bank, National Association, as co-documentation agent, as the same may from time to time be amended, restated or otherwise modified. Each capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.

US Borrowers also promise to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding, from the date of such Revolving Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.3(a) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.3(a); provided, however, that interest on any principal portion that is not paid when due shall be payable on demand.

The portions of the principal sum hereof from time to time representing Base Rate Loans and LIBOR Fixed Rate Loans, and payments of principal of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided, however, that failure to make any such entry shall in no way detract from the obligations of US Borrowers under this Note.

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If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds.

This Note is one of the US Borrower Revolving Credit Notes referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, US Borrowers expressly waive presentment, demand, protest and notice of any kind. This Note shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws provisions.

JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG US BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

INFORMATION HANDLING SERVICES INC.						IHS INC.

By:						By:
Name:						Name:
Title:						Title:

IHS ENERGY GROUP INC.						INFORMATION HANDLING SERVICES GROUP INC.

By:						By:
Name:						Name:
Title:						Title:

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EXHIBIT B
FORM OF
FOREIGN BORROWER REVOLVING CREDIT NOTE

January 6, 2005

FOR VALUE RECEIVED, the undersigned, [ ] (“Foreign Borrower”), promises to pay, on the last day of the Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of [ ] (“Lender”) at the main office of KEYBANK NATIONAL ASSOCIATION, as Agent, as hereinafter defined, 127 Public Square, Cleveland, Ohio 44114 the principal sum of

DOLLARS

or the aggregate unpaid principal amount of all Revolving Loans, as defined in the Credit Agreement made by Lender to a Foreign Borrower pursuant to Section 2.2(a) of the Credit Agreement, whichever is less, in lawful money of the United States of America; provided that Revolving Loans that are Alternate Currency Loans, as defined in the Credit Agreement, shall be payable in the applicable Alternate Currency, as defined in the Credit Agreement, at the place or places designated in the Credit Agreement. Foreign Borrower also agrees to pay any additional amount that is required to be paid pursuant to Section 10.15 of the Credit Agreement.

As used herein, “Credit Agreement” means the Amended and Restated Credit Agreement dated as of January 6, 2005, among Foreign Borrowers, as defined therein, US Borrowers, as defined therein, the Lenders, as defined therein, KeyBank National Association, as lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), U.S. Bank National Association, as co-documentation agent, and Wells Fargo Bank, National Association, as co-documentation agent, as the same may from time to time be amended, restated or otherwise modified. Each capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.

Foreign Borrower also promises to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding, from the date of such Revolving Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.3(a) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.3(a); provided, however, that interest on any principal portion that is not paid when due shall be payable on demand.

If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit

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Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds.

This Note is one of the Foreign Borrower Revolving Credit Notes referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, Foreign Borrower expressly waives presentment, demand, protest and notice of any kind. This Note shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws provisions.

JURY TRIAL WAIVER. FOREIGN BORROWER, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG FOREIGN BORROWER, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

	[FOREIGN BORROWER]

	By:
	Name:
	Title:

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EXHIBIT C
FORM OF
SWING LINE NOTE

$20,000,000

January 6, 2005

FOR VALUE RECEIVED, the undersigned, IHS INC., INFORMATION HANDLING SERVICES GROUP INC., INFORMATION HANDLING SERVICES INC. and IHS ENERGY GROUP INC. (collectively, “US Borrowers” and, individually, each a “US Borrower”), jointly and severally, promise to pay to the order of KEYBANK NATIONAL ASSOCIATION (“Lender”) at the main office of KEYBANK NATIONAL ASSOCIATION, as Agent, as hereinafter defined, 127 Public Square, Cleveland, Ohio 44114 the principal sum of

TWENTY MILLION AND 00/100

DOLLARS

or the aggregate unpaid principal amount of all Swing Loans, as defined in the Credit Agreement (as hereinafter defined) made by Lender to US Borrowers pursuant to Section 2.2(c) of the Credit Agreement, whichever is less, in lawful money of the United States of America on the earlier of the last day of the Commitment Period, as defined in the Credit Agreement, or, with respect to each Swing Loan, the Swing Loan Maturity Date applicable thereto.

As used herein, “Credit Agreement” means the Amended and Restated Credit Agreement dated as of January 6, 2005, among US Borrowers, Foreign Borrowers, as defined therein, the Lenders, as defined therein, KeyBank National Association, as lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), U.S. Bank National Association, as co-documentation agent, and Wells Fargo Bank, National Association, as co-documentation agent, as the same may from time to time be amended, restated or otherwise modified. Each capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.

US Borrowers also promise to pay interest on the unpaid principal amount of each Swing Loan from time to time outstanding, from the date of such Swing Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.3(b) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.3(b); provided, however, that interest on any principal portion that is not paid when due shall be payable on demand.

The principal sum hereof from time to time and the payments of principal and interest thereon, shall be shown on the records of Lender by such method as Lender may generally employ; provided, however, that failure to make any such entry shall in no way detract from the obligations of US Borrowers under this Note.

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rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds.

This Note is the Swing Line Note referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

Except as expressly provided in the Credit Agreement, US Borrowers expressly waives presentment, demand, protest and notice of any kind. This Note shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws provisions.

JURY TRIAL WAIVER. US BORROWERS, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY OTHER NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

INFORMATION HANDLING SERVICES INC.						IHS INC.

By:						By:
Name:						Name:
Title:						Title:

IHS ENERGY GROUP INC.						INFORMATION HANDLING SERVICES GROUP INC.

By:						By:
Name:						Name:
Title:						Title:

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EXHIBIT D
FORM OF
NOTICE OF LOAN

[Date] , 20

KeyBank National Association, as Agent
127 Public Square
Cleveland, Ohio 44114-0616
Attention: Institutional Banking

Ladies and Gentlemen:

The undersigned, IHS INC. (“Administrative Borrower”) refers to the Amended and Restated Credit Agreement, dated as of January 6, 2005 (“Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrowers, the Lenders, KeyBank National Association, as Agent, U.S. Bank National Association, as co-documentation agent, and Wells Fargo Bank, National Association, as co-documentation agent, and hereby gives you notice, pursuant to Section 2.5 of the Credit Agreement that Borrowers hereby request a Loan under the Credit Agreement, and in connection therewith sets forth below the information relating to the Loan (the “Proposed Loan”) as required by Section 2.5 of the Credit Agreement:

(a) The Borrower requesting the Loan is IHS Inc., on behalf of .

(b) The Business Day of the Proposed Loan is , 20 .

(d) The Proposed Loan is to be a Base Rate Loan , Alternate Currency Loan , Eurodollar Loan , Swing Loan . (Check one.)

(e) If the Proposed Loan is an Alternate Currency Loan or a Eurodollar Loan, the Interest Period requested is: one month , two months , three months , six months . (Check one.)

The undersigned hereby certifies on behalf of Borrowers that the following statements are true on the date hereof, and will be true on the date of the Proposed Loan:

(i) the representations and warranties contained in each Loan Document are correct in all material respects, before and after giving effect to the Proposed Loan and the application of the proceeds therefrom, as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date;

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(ii) no event has occurred and is continuing, or would result from such Proposed Loan, or the application of proceeds therefrom, that constitutes a Default or Event of Default; and

(iii) the conditions set forth in Section 2.5 and Article IV of the Credit Agreement have been satisfied.

	IHS INC.

	By:
	Name:
	Title:

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EXHIBIT E
FORM OF

COMPLIANCE CERTIFICATE

For Fiscal Quarter ended

THE UNDERSIGNED HEREBY CERTIFIES THAT:

(1) I am the duly elected President or Chief Financial Officer of IHS INC., a Delaware corporation (“IHS”);

(2) I am familiar with the terms of that certain Amended and Restated Credit Agreement, dated as of January 6, 2005, among the Borrowers, as defined therein, the lenders named on Schedule 1 thereto (together with their respective successors and assigns, collectively, the “Lenders”), KeyBank National Association, as Agent, U.S. Bank National Association, as co-documentation agent, and Wells Fargo Bank, National Association, as co-documentation agent (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), and the terms of the other Loan Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Borrowers and their Subsidiaries during the accounting period covered by the attached financial statements;

(3) The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event that constitutes or constituted a Default or Event of Default, at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate;

(4) The representations and warranties made by the Credit Parties contained in each Loan Document are true and correct in all material respects as though made on and as of the date hereof; except to the extent that any thereof expressly relate to an earlier date; and

(5) Set forth on Attachment I hereto are calculations of the financial covenants set forth in Sections 5.7 of the Credit Agreement, which calculations show compliance with the terms thereof.

IN WITNESS WHEREOF, I have signed this certificate the day of , 20 .

		IHS INC.

		By:
		Name:
		Title:

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EXHIBIT F
FORM OF

ASSIGNMENT AND ACCEPTANCE AGREEMENT

This Assignment and Acceptance Agreement (this “Assignment Agreement”) between (the “Assignor”) and (the “Assignee”) is dated as of , 20 . The parties hereto agree as follows:

1. Preliminary Statement. Assignor is a party to a Amended and Restated Credit Agreement, dated as of January 6, 2005 (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”), among IHS INC., INFORMATION HANDLING SERVICES GROUP INC., INFORMATION HANDLING SERVICES INC. and IHS ENERGY GROUP INC. (collectively, “US Borrowers”), each Foreign Borrower, as defined in the Credit Agreement (each such Foreign Borrower, together with US Borrowers shall be referred to herein, collectively, as “Borrowers” and, individually, each a “Borrower”), the lenders named on Schedule 1 thereto (together with their respective successors and assigns, collectively, the “Lenders” and, individually, each a “Lender”), KEYBANK NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), U.S. BANK NATIONAL ASSOCIATION, as co-documentation agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2. Assignment and Assumption. Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, an interest in and to Assignor’s rights and obligations under the Credit Agreement, effective as of the Assignment Effective Date (as hereinafter defined), equal to the percentage interest specified on Annex 1 hereto (hereinafter, “Assignee’s Percentage”) of Assignor’s right, title and interest in and to (a) the Commitment of Assignor as set forth on Annex 1 hereto (hereinafter, the “Assigned Amount”), (b) any Loan made by Assignor that is outstanding on the Assignment Effective Date, (c) Assignor’s interest in any Letter of Credit outstanding on the Assignment Effective Date, (d) any Note delivered to Assignor pursuant to the Credit Agreement, and (e) the Credit Agreement and the other Related Writings. After giving effect to such sale and assignment and on and after the Assignment Effective Date, Assignee shall be deemed to have a “Commitment Percentage” under the Credit Agreement equal to the Commitment Percentage set forth in subpart II.A on Annex 1 hereto.

3. Assignment Effective Date. The Assignment Effective Date (the “Assignment Effective Date”) shall be [ , ] (or such other date agreed to by Agent). On or prior to the Assignment Effective Date, Assignor shall satisfy the following conditions:

(a) receipt by Agent of this Assignment Agreement, including Annex 1 hereto, properly executed by Assignor and Assignee and accepted and consented to by Agent and, if necessary pursuant to the provisions of Section 10.10(b) of the Credit Agreement, by Administrative Borrower;

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(b) receipt by Agent from Assignor of a fee of Three Thousand Five Hundred Dollars ($3,500), if required by Section 10.10(d) of the Credit Agreement;

(c) receipt by Agent from Assignee of an administrative questionnaire, or other similar document, which shall include (i) the address for notices under the Credit Agreement, (ii) the address of its Lending Office, (iii) wire transfer instructions for delivery of funds by Agent, (iv) and such other information as Agent shall request; and

(d) receipt by Agent from Assignor or Assignee of any other information required pursuant to Section 10.10 of the Credit Agreement or otherwise necessary to complete the transaction contemplated hereby.

4. Payment Obligations. In consideration for the sale and assignment of Loans hereunder, Assignee shall pay to Assignor, on the Assignment Effective Date, the amount agreed to by Assignee and Assignor. Any interest, fees and other payments accrued prior to the Assignment Effective Date with respect to the Assigned Amount shall be for the account of Assignor. Any interest, fees and other payments accrued on and after the Assignment Effective Date with respect to the Assigned Amount shall be for the account of Assignee. Each of Assignor and Assignee agrees that it will hold in trust for the other part any interest, fees or other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and to pay the other party any such amounts which it may receive promptly upon receipt thereof.

5. Credit Determination; Limitations on Assignor’s Liability. Assignee represents and warrants to Assignor, Borrowers, Agent and the Lenders (a) that it is capable of making and has made and shall continue to make its own credit determinations and analysis based upon such information as Assignee deemed sufficient to enter into the transaction contemplated hereby and not based on any statements or representations by Assignor, (b) Assignee confirms that it meets the requirements to be an assignee as set forth in Section 10.10 of the Credit Agreement; (c) Assignee confirms that it is able to fund the Loans and the Letters of Credit as required by the Credit Agreement; (d) Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the Related Writings are required to be performed by it as a Lender thereunder; and (e) Assignee represents that it has reviewed each of the Loan Documents. It is understood and agreed that the assignment and assumption hereunder are made without recourse to Assignor and that Assignor makes no representation or warranty of any kind to Assignee and shall not be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of the Credit Agreement or any Related Writings, (ii) any representation, warranty or statement made in or in connection with the Credit Agreement or any of the Related Writings, (iii) the financial condition or creditworthiness of any Borrower or Guarantor of Payment, (iv) the performance of or compliance with any of the terms or provisions of the Credit Agreement or any of the Related Writings, (v) the inspection of any of the property, books or records of Borrowers, or (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or Letters of Credit. Neither Assignor nor any of its officers, directors, employees, agents or attorneys shall be liable for any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans, the Letters of

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Credit, the Credit Agreement or the Related Writings, except for its or their own bad faith or willful misconduct. Assignee appoints Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof.

6. Indemnity. Assignee agrees to indemnify and hold Assignor harmless against any and all losses, cost and expenses (including, without limitation, attorneys’ fees) and liabilities incurred by Assignor in connection with or arising in any manner from Assignee’s performance or non-performance of obligations assumed under this Assignment Agreement.

7. Subsequent Assignments. After the Assignment Effective Date, Assignee shall have the right pursuant to Section 10.10 of the Credit Agreement to assign the rights which are assigned to Assignee hereunder, provided that (a) any such subsequent assignment does not violate any of the terms and conditions of the Credit Agreement, any of the Related Writings, or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Credit Agreement or any of the Related Writings has been obtained, (b) the assignee under such assignment from Assignee shall agree to assume all of Assignee’s obligations hereunder in a manner satisfactory to Assignor and (c) Assignee is not thereby released from any of its obligations to Assignor hereunder.

8. Reductions of Aggregate Amount of Commitments. If any reduction in the Total Commitment Amount occurs between the date of this Assignment Agreement and the Assignment Effective Date, the percentage of the Total Commitment Amount assigned to Assignee shall remain the percentage specified in Section 1 hereof and the dollar amount of the Commitment of Assignee shall be recalculated based on the reduced Total Commitment Amount.

9. Acceptance of Agent; Notice by Assignor. This Assignment Agreement is conditioned upon the acceptance and consent of Agent and, if necessary pursuant to Section 10.10 of the Credit Agreement, upon the acceptance and consent of Administrative Borrower; provided, that the execution of this Assignment Agreement by Agent and, if necessary, by Administrative Borrower is evidence of such acceptance and consent.

10. Entire Agreement. This Assignment Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

11. Governing Law. This Assignment Agreement shall be governed by the laws of the State of Ohio, without regard to conflicts of laws.

12. Notices. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth under each party’s name on the signature pages hereof.

[Remainder of page intentionally left blank.]

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13. JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT, ANY OF THE LENDERS AND BORROWERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS INSTRUMENT OR ANY NOTE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED HERETO.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written.

		ASSIGNOR:

Address:

	Attn:	By:
	Phone:	Name:
	Fax:	Title:

		ASSIGNEE:

Address:

	Attn:	By:
	Phone:	Name:
	Fax:	Title:

Accepted and Consented to this day of , 20 :				Accepted and Consented to this day of , 20 :

KEYBANK NATIONAL ASSOCIATION,				IHS INC.
as Agent


By:				By:
Name:				Name:
Title:				Title:

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ANNEX 1
TO

ASSIGNMENT AND ACCEPTANCE AGREEMENT

On and after the Assignment Effective Date, the Commitment of Assignee, and, if this is less than an assignment of all of Assignor’s interest, Assignor, shall be as follows:

I.	INTEREST OF ASSIGNOR BEING ASSIGNED TO ASSIGNEE

	A.	Assignee’s Percentage		%

	B.	Assigned Amount	$

II.	ASSIGNEE’S COMMITMENT (as of the Assignment Effective Date)

	A.	Assignee’s Commitment Percentage under the Credit Agreement		%

	B.	Assignee’s Commitment Amount under the Credit Agreement	$

III.	ASSIGNOR’S COMMITMENT (as of the Assignment Effective Date)

	A.	Assignor’s Commitment Percentage under the Credit Agreement		%

	B.	Assignor’s Commitment Amount under the Credit Agreement	$

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EXHIBIT G
FORM OF

FOREIGN BORROWER ASSUMPTION AGREEMENT

This FOREIGN BORROWER ASSUMPTION AGREEMENT (“Agreement”) is made effective as of , 20 , by and among , a (the “Obligor”), IHS INC., a Delaware corporation (“IHS”), INFORMATION HANDLING SERVICES GROUP INC., a Delaware corporation (“IHS Group”), INFORMATION HANDLING SERVICES INC., a Delaware corporation (“IHS Services”), IHS ENERGY GROUP INC., a Delaware corporation (“IHS Energy” and, together with IHS, IHS Group and IHS Services, collectively, “US Borrowers”), each Foreign Borrower, as defined in the Credit Agreement referred to below (each such Foreign Borrower, together with US Borrowers shall be referred to herein, collectively, as “Borrowers” and, individually, each a “Borrower”), KEYBANK NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), on behalf of and for the benefit of each of the banks named therein (collectively, the “Lenders” and, individually, each a “Lender”), U.S. BANK NATIONAL ASSOCIATION, as co-documentation agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agent :

WHEREAS, Borrowers, Agent, and the Lenders are parties to the Amended and Restated Credit Agreement, dated as of January 6, 2005 (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, each capitalized term not defined herein being used herein as therein defined) wherein Agent and the Lenders have agreed to make Loans to Borrowers, and the Fronting Lender has agreed to issue Letters of Credit to IHS on behalf of the Lenders, all upon certain terms and conditions;

WHEREAS, pursuant to Section 2.13 of the Credit Agreement, IHS has requested that, effective on , 20 (the “FB Assumption Effective Date”), the Obligor shall be designated as a “Foreign Borrower” under the Credit Agreement; and

WHEREAS, Agent and the Lenders are willing to permit the Obligor to become a “Foreign Borrower” under the Credit Agreement and the Lenders are willing to make Loans to the Obligor pursuant to the Commitment, upon certain terms and conditions as set forth in the Credit Agreement, one of which is that the Obligor shall assume all of the Obligations, as hereinafter defined, and this Agreement is being executed and delivered in consideration of each financial accommodation, if any, granted to the Obligor by Agent and the Lenders and for other valuable considerations;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligor hereby agrees as follows:

1. Assumption. On and after the FB Assumption Effective Date, the Obligor irrevocably and unconditionally assumes and shall be liable for all of the obligations of a Foreign Borrower under the Credit Agreement, the Notes and the Related Writings (the “Obligations”) as fully as if such Obligor had been an original party to the Credit Agreement, including, but not

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limited to (a) all Loans and Letters of Credit made to or for the benefit of the Obligor; (b) all other indebtedness now owing or hereafter incurred by the Obligor to Agent and the Lenders pursuant to the Credit Agreement and the Notes executed in connection therewith; and (c) each renewal, extension, consolidation or refinancing of any of the foregoing, in whole or in part.

2. Obligor Party to the Credit Agreement. On and after the FB Assumption Effective Date, the Obligor shall (a) be designated a “Foreign Borrower” pursuant to the terms and conditions of the Credit Agreement, and (b) become bound by all representations, warranties, covenants, provisions and conditions of the Credit Agreement and each other Loan Document applicable to the Foreign Borrowers as if the Obligor had been the original party making such representations, warranties and covenants.

3. Representations and Warranties of the Obligor. The Obligor represents and warrants to Agent and each Lender that:

(a) the Obligor is an entity duly organized or formed, validly existing and in good standing or in full force and effect under the laws of its jurisdiction of organization or formation, as the case may be, and is duly qualified or authorized to do business in each jurisdiction in which the Obligor is doing business, to the extent the failure to be so authorized would have an adverse material impact on the Obligor;

(b) the Obligor has full power, authority and legal right to execute and deliver this Agreement, and to perform and observe the provisions hereof and of the Credit Agreement and the Notes executed by the Obligor, and the officers acting on behalf of the Obligor have been duly authorized to execute and deliver this Agreement;

(c) this Agreement, the Credit Agreement and the Notes executed by the Obligor are each valid and binding upon the Obligor and enforceable against the Obligor in accordance with their respective terms; and

(d) each of the representations and warranties set forth in Article VI of the Credit Agreement applicable to a Foreign Borrower are true and complete in all material respects with respect to the Obligor as a Foreign Borrower under the Credit Agreement, except to the extent that any thereof expressly relate to an earlier date.

4. Representations and Warranties of Borrowers and the Obligor. The Borrowers and the Obligor represent and warrant to Agent and each Lender that:

(a) no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Agreement or by the performance or observance of any provision hereof; and

(b) neither the execution and delivery of this Agreement, nor the performance and observance of the provisions hereof, by the Obligor will conflict with, or constitute a violation or default under, any provision of any applicable law or of any material contract

E-16

(including, without limitation, the Obligor’s organizational, constituting or governing documents) or of any other material writing binding upon the Obligor in any manner.

5. Obligations of Borrowers and Each Guarantor Not Affected. Anything herein to the contrary notwithstanding, Borrowers and each Guarantor of Payment shall remain bound by the terms and conditions of all of the Loan Documents to which such Borrower or Guarantor of Payment is a party regardless of the assumption of the Obligations by the Obligor hereunder or the enforceability thereof or of the Notes.

6. Conditions Precedent. Concurrently with the execution of this Agreement, Borrowers and the Obligor, as appropriate, shall:

(a) satisfy each of the conditions set forth in Section 2.13 of the Credit Agreement;

(b) pay all reasonable legal fees and expenses of Agent incurred in connection with this Agreement;

(d) provide such other items as may be reasonably required by Agent or the Lenders in connection with this Agreement.

7. Binding Nature of Agreement. All provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby. This Agreement is a Related Writing as defined in the Credit Agreement. This Agreement shall bind and benefit Borrowers, the Obligor and Agent and the Lenders and their respective successors and assigns.

8. Counterparts. This Agreement may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

9. Ohio Law to Govern. The rights and obligations of all parties hereto shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of laws.

[Remainder of page intentionally left blank.]

E-17

10. JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT, THE LENDERS, OBLIGOR AND BORROWERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG EACH OF THEM IN CONNECTION WITH THIS INSTRUMENT OR ANY NOTE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED HERETO.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written.

	OBLIGOR:

	[ ]


	By:
	Name:
	Title:


	IHS INC.

	By:
	Name:
	Title:


	[OTHER BORROWERS]

	AGENT:

	KEYBANK NATIONAL ASSOCIATION,
	as Agent on behalf of and for the benefit
	of the Lenders


	By:
	Name:
	Title:

E-18

GUARANTOR ACKNOWLEDGMENT

Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing Foreign Borrower Assumption Agreement. Each of the undersigned specifically agrees to the waivers set forth in such agreement, including, but not limited to, the jury trial waiver. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranty of Payment and any other Loan Document to which any of the undersigned is a party shall remain in full force and effect and be unaffected hereby.

	[ ]

	By:
	Name:
	Title:


	[INCLUDE ALL GUARANTORS]

E-19

EXHIBIT H
FORM OF

REQUEST FOR EXTENSION

KeyBank National Association, as Agent
127 Public Square
Cleveland, Ohio 44114-0616
Attention: Institutional Banking

Ladies and Gentlemen:

The undersigned, IHS INC., INFORMATION HANDLING SERVICES GROUP INC., INFORMATION HANDLING SERVICES INC. and IHS ENERGY GROUP INC. (collectively, “US Borrowers”), each Foreign Borrower, as defined in the Credit Agreement referred to below (each such Foreign Borrower, together with US Borrowers shall be referred to herein, collectively, as “Borrowers” and, individually, each a “Borrower”), refer to the Amended and Restated Credit Agreement, dated as of January 6, 2005 (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Borrowers, the Lenders, as defined in the Credit Agreement, KEYBANK NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), U.S. BANK NATIONAL ASSOCIATION, as co-documentation agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agent, and hereby gives you notice, pursuant to Section 2.14 of the Credit Agreement that the undersigned hereby requests an extension as set forth below (the “Extension”) under the Credit Agreement, and in connection with the Extension sets forth below the information relating to the Extension as required by Section 2.14 of the Credit Agreement.

The undersigned hereby requests Agent and the Lenders to extend the Commitment Period from , 200 to , 200 .

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Extension: (a) the representations and warranties contained in each Loan Document are correct in all material respects, before and after giving effect to the Extension and the application of the proceeds therefrom, as though made on and as of such date except to the extent that any thereof expressly relate to an earlier date; (b) no event has occurred

E-20

and is continuing, or would result from such Extension, or the application of proceeds therefrom, which constitutes a Default or an Event of Default; and (c) the conditions set forth in Section 2.14 and Article IV of the Credit Agreement have been satisfied.

	Very truly yours,

	IHS INC.

	By:
	Name:
	Title:

E-21

EX-10.20 3 a2151466zex-10_20.htm EX-10.20
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Exhibit 10.20

IHS GROUP

Executive

Relocation Policy

2004

IHS GROUP EXECUTIVE RELOCATION POLICY

Policy

It is the policy of IHS Group and its participating companies (hereinafter referred to as Company) to relocate employees and their families as expeditiously as possible and with the least amount of inconvenience to the relocating family. All relocations are to be approved in advance by an ExCom member. All relocation expenses are to be charged to the department that the employee will be employed in. Any questions should be directed to the Relocation Department, IHS Denver.

Provisions

I. Eligibility

This policy applies to grade levels S-13 and above.

All employees permanently (more than twelve months) relocated at the convenience of the Company are eligible for benefits under this policy. Contingent eligibility requirements include the following:

•: The move should be completed within six months after transfer; no longer than twelve months.
•: Eligibility ceases immediately if the employee is terminated for any reason. In addition, employees who voluntarily terminate their employment or who are discharged for cause within twelve months after the date of the relocation will be required to repay, on a pro-rata basis, all relocation expenses paid on their behalf by the Company. A Relocation Reimbursement Agreement Form must be signed by the employee and returned to the Relocation Administrator at the IHS Denver office prior to commencement of the relocation process.
•: The new place of work must be at least 50 miles further from the former residence than was the former place of employment.
•: The employee must be the owner, one of the owners, or a bona fide head of household in the property owned by a close relative, which was the place of residence immediately prior to transfer. "Home" is defined, for the purpose of this policy, as completed real estate used as a year-round one or two family primary residence. This includes condominiums and townhouses, and excludes summer or second homes or excess land or acreage adjacent to the primary home.

II. Standard Expense Reimbursement

A.: Employees are given a miscellaneous moving allowance equal to two weeks base salary at the rate in effect at the new location, or $3,000 (whichever is lower), to be used for any miscellaneous relocation expenses not specifically mentioned in this policy. The miscellaneous moving allowance will be paid only one time in any twelve-month period regardless of the number of moves.

It is a good idea to keep all receipts during your move, especially the ones that are not reimbursed by IHS, to help reduce the tax impact of the miscellaneous moving allowance. You may use these receipts to credit against the miscellaneous moving allowance when you fill out your 3903 at tax time.

B.

Lease Breaking

1.: Company may cover cost and penalties to terminate a rental lease if approved by an Ex Com member.
2.: Company limits lease breaking costs to a maximum amount equal to two months' rent if approved by an Ex Com member.

C.

Selection of a New Home/Househunting Pre-Move Visits

1.: Employee and spouse/partner may be reimbursed for one trip up to one week's duration, to the new work location for the purpose of selecting a home.
2.: Reimbursable home finding expenditures will also include expenses incurred for lodging, meals and rental car for one week's duration. Receipts are required and should be attached to a company expense report.

D.

Movement of Household Goods (Primary Domicile Only)

1.

The Company will engage the services of a moving company to facilitate the transportation of all reasonable household effects. Arrangements for the special handling and movement of unusual items such as trailers, boats, livestock, hot tubs/spas, building materials, firewood, hobby items, etc., are not covered. Any exception requires an Ex Com members approval.

2.

Payment by the Company will be made only for the initial move from the employee's old primary residence to the new primary residence. The employee must pay for any additional pick-ups other than the primary residence and any additional deliveries at the new location.

3.

The following additional services are included:

a.: Insurance at full replacement value at time of estimate. NOTE: any items of high value, such as antiques, should be brought to the attention of the Relocation Department and the moving company involved.
b.: Packing and Loading
c.: Transporting and Unloading
d.: Partial Unpacking
e.: Debris pick-up
f.: Normal appliance services
g.: Necessary storage of household effects for up to 30 days. The moving company will arrange storage. You will need to make payment to the moving company if your storage exceeds thirty days. The company will pay to deliver your goods out of storage to your permanent residence one time. If you request the moving company to deliver your household goods to a "self-storage" type unit, the Company will not pay to move your goods out of this type of storage.
h.: Permanent storage may be available when the move is international as long as the employee remains on the international assignment for the specified time agreed to before the move.

4.

The company will not pay for:

a.: Housecleaning
b.: Snow removal
c.: Labor to take down draperies, curtains, shades, blinds
d.: Cost of extra pick up or delivery at second location
e.: Piano or organ tuning, clock servicing, electronic equipment tuning
f.: Dismantling of swing sets, bookshelves, outdoor recreational equipment
g.: Above ground pools

h.: Furnishings of secondary homes

5.

The Company will select the mover.

6.

Items that cannot be moved by the moving company:

a.: Bank bills, Deeds, Valuable papers, Coins, Notes, Currency, Drafts
b.: Watches, Jewelry
c.: Liquor
d.: Furs
e.: Firearms
f.: Open paint cans, Aerosol cans, Propane
g.: Precious metals
h.: Live ammunition
i.: Coin, Stamp collections
j.: Flammable materials

7.

Transporting Pets

a.: Costs for the transportation of up to two pets, each no larger than a dog, to the new location will be reimbursed up to $150 per animal only if it is impossible for you to transport such pets along with the family during your final move trip. Reimbursement will be made only upon the presentation of a detailed original receipt attached to a company expense report form. The company will accept no liability for shipping pets.

E.

Transportation of Employee and Family

1.: Unless the distance is unreasonable, or where other factors do not make it practical, the employee is expected to drive his or her personal vehicle. Mileage will be paid at the prevailing Company rate, plus tolls and parking. Shipment of a second automobile is authorized when the distance exceeds 400 miles. Any requests other than the above must have the written approval from an Ex Com member.
2.: If airline transportation is involved, the Company will reserve the lowest rate available through the company travel department.
3.: A midsize automobile rental may be included for a maximum of two weeks or until your personal vehicle has arrived. This does not apply to a second personal vehicle. The company travel department will assist you with car rental reservations.
4.: Meal and lodging expenses are covered and are based on reasonable expenses incurred while moving to a new location. Receipts are required.
5.: Employees who are required to move to the new location before the new residence is available for possession, or arrive before their household effects, will be reimbursed for temporary residence for up to 30 days unless permanent housing is available sooner. This expense covers lodging only; it does not include food, meals and other expenses incurred while in temporary lodging. The relocation department will arrange all temporary housing.
6.: Household good moves are awarded to carriers who provide professional service to our employees at all times. Every employee is asked to complete a Service Performance Report following the move. The carrier is evaluated on the basis of these performances. The

relocation department will provide you with this form. Please return to the relocation department within three weeks of your completed move.

F.

Assistance in the Sale of Primary Domicile/Purchase of New Home

1.

In order to be eligible for this benefit the employee must own a home at the old location. Expenses connected directly with the primary domicile (second homes or resort condominiums not included) shall be eligible for reimbursement within the following guidelines:

a.: Payment of closing costs, including real estate fees, legal fees and miscellaneous fees normally associated with closing costs. Closing costs are actual costs and should not exceed 8.5% of the selling price when selling a home, and 4.5% of the purchase price when purchasing a home. Points reimbursed by the Company on the purchase end shall not exceed (2) points. The loan origination fee and the loan discount points cannot exceed (2) points in total.
b.: Mortgage points, penalty points, loan origination fees (on selling end), taxes and interest associated with closings costs are not paid by the Company.

2.

The payment of closing costs on either the buying or selling end have certain restrictions, making some homes ineligible. Examples of these include:

a.: Excess acreage/Farms
b.: Commercial or Rental Properties
c.: Closing costs are capped on homes valued at $750,000
d.: Properties with structural problems

Contact the relocation department if you have questions about the eligibility of your home.

III. Method of Reimbursement

A.

Expenses for Travel, Temporary Living and other Related Expenses

1.: The employee shall submit expenses to the relocation department on a standard company expense report form.
2.: The employee's immediate supervisor must approve the expense report form before sending to the Relocation Department in Denver. This form must also be approved by the department head, the relocation department and the finance department (controller's office) before being forwarded through normal accounting channels.

B.

Tax Information

1.: Many reimbursements or direct bill items paid to you or on your behalf are considered taxable and earned income as required by the Internal Revenue Service (IRS) and are included on your W-2 earnings statement.
2.: To help compensate you for the additional taxes on the taxable items, the Company will gross-up payments for home finding trips, temporary living expenses, miscellaneous moving allowance and real estate closing costs (excluding points and loan origination fees as they are deductible as an itemized deduction).
3.: The gross-up calculation is based on the supplemental withholding rates for federal and state withholding, if applicable, as well as Social Security tax, if not capped and Medicare tax and local taxes, if applicable. Spousal income, investment income or any other outside income is not included in the calculations.

4.: You are encouraged to consult your personal tax advisor for information regarding the tax consequences of your relocation benefits.
5.: A TBG company must employ the employee at the time the income tax relief is requested.
6.: Lump sum payments to employees to assist in relocation are taxable and not eligible for income tax gross-up.

This policy may be changed at any time at the discretion of senior management.

Revised, October, 2004

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IHS GROUP Executive Relocation Policy 2004
EX-10.21 4 a2151466zex-10_21.htm EX-10.21

Exhibit 10.21

[IHS GROUP LOGO]

January 26, 2005

Mr. Charles Picasso
420 Adams Street
Denver, CO 80206

Dear Charles:

This letter is to confirm that you will be the primary user of the Cherry Creek Country Club. IHS Inc. will pay for the membership deposit and the monthly family dues while you are employed by IHS Inc. At such time that you leave the employment of IHS Inc. for any reason, the membership will revert back to the company.

Sincerely

/s/ Susan Auxer
Susan Auxer
Sr. Vice President

EX-21 5 a2151466zex-21.htm EX-21

Exhibit 21

3/15/2005

IHS INC. SUBSIDIARY LISTING - ENGINEERING
FISCAL YEAR ENDED NOVEMBER 30, 2004

ENTITY NAME	COUNTRY	SEGMENT GROUP

British Standards Publishing (Sales) Limited	UK	ENGINEERING
Data Conversion Specialist, Inc.	USA	ENGINEERING
Engineering Sciences Data Unit Ltd.	UK	ENGINEERING
ESDU Holdings Limited	UK	ENGINEERING
ESDU International Plc	UK	ENGINEERING
Global Info Centre do Brasil Ltda.	Brazil	ENGINEERING
IHS Africa Holdings Inc.	USA	ENGINEERING
IHS Australia Pty Ltd.	Australia	ENGINEERING
IHS Canada Limited	USA	ENGINEERING
IHS Data Conversion (Malaysia) Sdn. Bhd.	Malaysia	ENGINEERING
IHS Database Services Inc.	USA	ENGINEERING
IHS Documenta de Mexico, S.A. de C.V.	Mexico	ENGINEERING
IHS Enterprise Solutions (Australia) Pty Limited	Australia	ENGINEERING
IHS France	France	ENGINEERING
IHS Global Brazil Inc.	USA	ENGINEERING
IHS Global International Inc.	USA	ENGINEERING
IHS Group Holdings Limited	UK	ENGINEERING
IHS Health Group, Inc.	USA	ENGINEERING
IHS Holding GmbH	Germany	ENGINEERING
IHS Hong Kong Limited	Hong Kong	ENGINEERING
IHS iMonitoring Inc.	USA	ENGINEERING
IHS Italy Sri	Italy	ENGINEERING
IHS Nordic Tech AB	Sweden	ENGINEERING
IHS Professional Markets Inc.	USA	ENGINEERING
IHS Solutions Inc.	USA	ENGINEERING
IHS Solutions Limited	Canada	ENGINEERING
IHS South Africa Publishing Inc.	USA	ENGINEERING
IHS Technologies GmbH	Germany	ENGINEERING
Information Handling Services Data Conversion Services, S.A. de C.V.	Mexico	ENGINEERING
Information Handling Services de Mexico, S.A., de C.V.	Mexico	ENGINEERING
Information Handling Services GmbH	Germany	ENGINEERING
Information Handling Services Inc.	USA	ENGINEERING
Information Handling Services Japan, Inc.	Japan	ENGINEERING
Information Handling Services (Malaysia) Sdn. Bhd.	Malaysia	ENGINEERING
Information Handling Services Nordic A/S	Denmark	ENGINEERING
Information Handling Services SA (Proprietary) Limited	South Africa	ENGINEERING
Information Handling Services South Africa Inc.	USA	ENGINEERING
National Publishing (Proprietary) Limited	South Africa	ENGINEERING
Nexdata Solutions, Inc.	USA	ENGINEERING
Panda Publishing (Proprietary) Limited	South Africa	ENGINEERING
Poole Software International Limited	UK	ENGINEERING
Poole Software (Maintenance) Limited	UK	ENGINEERING
Poole Software (UK) Limited	UK	ENGINEERING
Pulse Publications (Proprietary) Limited	South Africa	ENGINEERING
Specifile (Proprietary) Limited	South Africa	ENGINEERING
Technical Indexes Limited	UK	ENGINEERING
TFV Technischer Fachbuch-Vertrieb AG	Switzerland	ENGINEERING

USA Information Systems Inc.	USA	ENGINEERING
Wessex (Electronic) Publishing Limited	UK	ENGINEERING
Wessex Software Limited	UK	ENGINEERING

3/15/2005

IHS INC. SUBSIDIARY LISTING - GROUP
FISCAL YEAR ENDED NOVEMBER 30, 2004

ENTITY NAME	COUNTRY	SEGMENT GROUP

IHS Energy Group UK Limited	UK	GROUP
IHS Engineering Group UK Limited	UK	GROUP
IHS Group Canada Ltd.	Canada	GROUP
IHS Group Inc.	USA	GROUP
IHS Group Services Inc.	USA	GROUP
IHS Inc. (fka HAIC Inc.)	USA	GROUP
IHS Property Management Inc.	USA	GROUP
IHS Sponsor Inc.	USA	GROUP
Information Handling Services Group Inc.	USA	GROUP
TBG Industries Inc.	USA	GROUP
TBG Services Inc.	USA	GROUP
TBG Sponsor Inc.	USA	GROUP

3/15/2005

IHS INC. SUBSIDIARY LISTING - ENERGY FISCAL YEAR ENDED NOVEMBER 30, 2004

ENTITY NAME	COUNTRY	SEGMENT GROUP

Cambridge Energy Research Associates, Inc.	USA	ENERGY
Cambridge Energy Research Associates (Canada), Inc.	Canada	ENERGY
Cambridge Energy Research Associates (Germany) GmbH	Germany	ENERGY
Cambridge Energy Research Associates (UK) Limited	UK	ENERGY
Data Logic Services Corp.	USA	ENERGY
Dwights Acquisition Corp.	USA	ENERGY
Electronic Logbook@MAI.CO.UK	UK	ENERGY
ERICO Data Services (Ireland) Limited	Ireland	ENERGY
ERICO Data Services Limited	UK	ENERGY
Heights Productions, Inc.	USA	ENERGY
IHS Energy (Canada) Ltd.	Canada	ENERGY
IHS Energy Group Inc.	USA	ENERGY
IHS Energy Log Services, Inc.	USA	ENERGY
IHS Energy Ltd.	UK	ENERGY
Integrated Exploration and Development Services Limited	UK	ENERGY
MAI Software Limited	UK	ENERGY
Petroconsultants Digimap Pty Limited	Australia	ENERGY
Petroconsultants (Far East) PTE Ltd.	Singapore	ENERGY
Petroconsultants-MAI Inc.	USA	ENERGY
Petroconsultants-MAI Limited	UK	ENERGY
Petroconsultants S.A.	Switzerland	ENERGY
Petroconsultants UK Limited	UK	ENERGY
Petroleum Information Argentina, S.A.	Argentina	ENERGY
Petroleum Information/Dwights LLC	USA	ENERGY
Petroleum Information (ERICO) Limited	UK	ENERGY
PID Acquisition Corp.	USA	ENERGY

EX-23.1 6 a2151466zex-23_1.htm EX-23.1
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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 17, 2005, in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-122565) and related Prospectus of IHS Inc. filed with the Securities Exchange Commission on March 18, 2005.

/s/ Ernst & Young LLP

Denver, Colorado
March 15, 2005

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Consent of Independent Registered Public Accounting Firm
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*: This information has been redacted pursuant to a FOIA confidential treatment request.

[IHS Inc. Letterhead]

FOIA Confidential Treatment Requested by IHS Inc.

March 18, 2005

Barbara C. Jacobs
Assistant Director
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 0406
Washington D.C. 20549

Re:: IHS Inc. (the "Company")
Registration Statement on Form S-1, Amendment No. 1
File No.: 333-122565

Dear Ms. Jacobs:

This letter responds to comments of the Staff (the "Staff") of the Securities and Exchange Commission (the "Commission") contained in your letter dated March 7, 2005 (the "Comment Letter") regarding the above-referenced registration statement (the "Registration Statement"). In conjunction with this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement ("Amendment No. 1").

We have also enclosed three clean copies of Amendment No. 1, as well as three copies marked to show changes from the Registration Statement. The changes reflected in Amendment No. 1 include those made in response to the Comment Letter and various other changes that are intended to update, clarify and render the information complete. We are also sending by overnight courier supplemental information that is responsive to comment No. 7 of your Comment Letter. This information is submitted only in paper pursuant to Rule 101(c)(2) of Regulation S-T. The Company requests that such supplemental information be returned to the undersigned after Staff review.

For reasons of business confidentiality, in a separate letter dated the date hereof, we requested that certain confidential information not be disclosed in response to any request made under the Freedom of Information Act or otherwise. Accordingly, pursuant to Rule 83 (17 C.F.R. 200.83) of the Rules of Practice of the Commission and in compliance with the procedures outlined in the Staff's Current Issues and Rulemaking Projects, Quarterly Update, Division of Corporation Finance (June 30, 2001), a complete copy of this letter will be provided only in paper form and not electronically as correspondence under the SEC's EDGAR system. A redacted version, which excludes the confidential information, has been or will promptly be filed electronically on the Commission's EDGAR system as correspondence.

Set forth below are the Staff's comments numbered 1 through 73, and responses to the comments. Page references in the Company's responses below correspond to the page numbers in the marked version of Amendment No. 1.

General

1.: We will process your amendments with price ranges. Since the price range triggers a number of disclosure matters, we will need sufficient time to process the amendment when it is included. Please understand that its effect on disclosure throughout the document may cause us to raise issues on areas not previously commented upon.

2005.03.18.1

The Company acknowledges the Staff's comment and confirms that it will include a price range in a subsequent pre-effective amendment to the Registration Statement. The Company also acknowledges its understanding that it will need to provide the Staff with sufficient time to process the amendment.

2.: We note that you intend to provide graphics in your inside front cover. You are welcome to provide them to us supplementally before you file your next amendment. We provided guidance on the use of graphics in our CF Current Issues Outline dated March 31, 2001.

The Company acknowledges the Staff's comment and will submit the proposed graphics under separate cover for Staff review once they become available.

Cover Page

3.: Identify the two selling shareholders here and clarify that Urvanos Investments Limited will hold all of the Class B common stock upon the closing of this offering. Include the percentage of the voting power of the company's capital stock to be held by these controlling entities.

The cover page of the prospectus has been revised to reflect this information.

4.: In your description of the conversion terms of the Class B common stock, clarify that Class B will automatically convert into Class A common four years from the date of the offering or earlier upon the occurrence of specified events.

The cover page of the prospectus has been revised to reflect this information.

Summary

5.: In your introductory paragraph, please clarify that the summary provides an overview of the material aspects of your offering. See Item 503(a) of Regulation S-K.

The prospectus has been revised to clarify that the summary provides an overview of the material aspects of the offering. See page 1 of Amendment No. 1.

6.: In the summary, alert investors to the complex ownership structure of your business, specifically, that the company is controlled by two entities—Urpasis Investments Limited and Urvanos Investments Limited, Cyprus limited liability companies—who are under common control by TBG Holdings NV, which has yet another hierarchy of control. Shareholders should be informed of this hierarchy of control as well as the relationships among IHS and TBG executive officers and directors at the outset, rather than first learning about this structure on page 13 and thereafter. Briefly describe the reorganization that occurred in November and December 2004 as noted in Note 19 to the financial statements and tell shareholders the page(s) of the prospectus where the detailed information about these arrangements is provided. Consider including a diagram of the controlling hierarchy to facilitate understanding.

The prospectus has been revised in response to the Staff's comment. See "Ownership Structure" on page 4 of Amendment No. 1.

7.: Provide support for the statement that IHS is "one of the leading" global providers of critical technical information, decision-support tools and related services to the named industry groups. Ensure that your disclosure is balanced in making this claim. For example, if there are significant disadvantages of your tools and services relative to those of some competitors, or if other companies generate revenues or have market penetration significantly greater than yours, please expand to put your claim in context.

The Company's belief that it is "one of the leading" global providers of critical technical information, decision-support tools, and related services in the industries that it serves is based upon a number of factors. First, although the Company faces competition in specific industries and with respect to specific offerings, it is unaware of any competitors that provide a similar range of

2005.03.18.2

critical technical information, decision-support tools, and related services to the industry groups that it serves. Taking into account the scope and nature of its offerings on a company-wide basis, the Company is not aware of any direct competitor with which it could be compared for the purposes of determining "the leading" provider.

Second, the Company believes that its status as "one of the leading" global providers is supported at the products and services level. Although the Company faces an ongoing challenge of quantifying its market position with respect to various competitors because of the fragmented nature of the markets it serves and its multiple targeted industries, the Company has sought market data from an independent market research firm. In December 2004, the Company commissioned Outsell, Inc. to evaluate the market position of its Specs + Standards offerings. This report has been sent to the Staff under separate cover for review. The Staff has also been provided with a November 2004 market study conducted by the Company's Energy segment under separate cover. The Company believes that these reports provide support for its belief that it is "one of" the leaders in the markets that it serves.

The Company also believes that the discussion above supports its view that its information, tools, and services offerings do not have significant disadvantages as compared to similar offerings of its competitiors. In addition, the Company believes that no competitor dominates any market for the Company's primary offerings, either on a revenue basis or on a market penetration basis.

Based on this information, the Company believes it is appropriate to use the phrase "one of the leading" in the prospectus.

8.: Supplementally confirm that the categories of customers you identify here and throughout the prospectus relate to current customers. For example, do your current customers presently constitute a majority of the Fortune 500 companies? Supplementally identify your government customers and the countries in which your current customers are located. Additionally, supplementally identify some of the "major global oil companies" and "largest engineering-intensive companies" that utilize your offerings. Finally, identify in the prospectus your customer described on page 1 as "one of the world's largest aerospace companies."

The Company hereby confirms that all of the categories of customers identified in the prospectus refer to current customers. With respect to the specific examples cited in the Staff's comment, the Company notes the following:

•: the prospectus has been revised to reflect the fact that current customers presently constitute approximately one-quarter of the companies currently comprising the Fortune 500 ranking (as published by Fortune Magazine), based on the most recently available information. See pages 1, 41, and 51 of Amendment No. 1.
•: the Company has provided the Staff with a list of the Company's government customers (see Exhibit A) and a list of the countries in which its current customers are located (see Exhibit B).
•: the Company has provided the Staff with a list of some of the "major global oil companies" and some of the "largest engineering-intensive companies" included among the Company's current customers (see Exhibit C).
•: with respect to the customer identified in the prospectus as "one of the world's largest aerospace companies," the Company has agreed with the customer not to publicly disclose its identity. However, the Company supplementally advises the Staff that it is referring to *.

9.: Briefly define "deferred stock unit."

The prospectus has been revised in response to the Staff's comment. See page 6 of Amendment No. 1.

2005.03.18.3

Summary Consolidated Financial Data, Page 6

Non-GAAP Measures—EBITDA

10.

We note your use of non-GAAP measures in your Summary Consolidated Financial Data on pages 6, 7 and 8. Based on your presentation it does not appear that you have fully complied with the requirements of Item 10(e) of Regulation S-K, and the guidance set forth in the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures. In this regard, please note the following and advise and revise your disclosures containing non-GAAP information as necessary:

•

Since you have reconciled your non-GAAP measures to net income, it appears that you have presented these measures as performance measures. Because your non-GAAP measures exclude recurring charges, supplementally demonstrate the usefulness of this measure that excludes recurring items, especially since it is used to evaluate performance. Refer to Question 8, Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

•

If you are able to overcome the burden of demonstrating its usefulness, revise to include all of the disclosures identified in Question 8, Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures as follows:

•: the manner in which management uses the non-GAAP measure to conduct or evaluate its business;
•: the economic substance behind management's decision to use such a measure;
•: the material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure;
•: the manner in which management compensates for these limitations when using the non-GAAP financial measure; and
•: the substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

EBITDA and adjusted EBITDA are used by the Company to measure its operating performance. The Company believes that these measures are useful to investors and that they are frequently used by securities analysts, lenders and other interested parties to evaluate the Company's peer companies.

The Company notes that Question 8 of the Staff's "Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures" states that "there is no per se prohibition against removing a recurring item." Although a number of the reconciling items in the Company's non-GAAP measures are recurring in nature, all of the items are either (i) non-cash items (e.g., impairment of investment in affiliate) or (ii) items that the Company does not consider to be relevant to assessing its operating performance (e.g., recovery of investment and gain on sale of assets, net). In the case of the non-cash items, the Company believes that investors can better assess its operating performance if the measures are presented without such items. In the case of the other items, the Company believes that investors can better assess its ongoing operating performance if the measures are presented without these items because their financial impact has no continuing relevance to the Company's on-going business.

The Company notes that the EBITDA measure it uses solely adjusts for GAAP amounts of interest, taxes, depreciation and amortization. Each of these amounts agrees directly to the Company's statement of operations for the periods presented. The Company also notes that the non-GAAP measures provide a more conservative view of the Company's performance. In particular, the Company's adjusted EBITDA for two of the three years presented is lower than its EBITDA for

2005.03.18.4

such years. In addition, the growth rate in net income computed under GAAP and in EBITDA is greater than the growth rate in adjusted EBITDA.

The disclosure on page 9 of the prospectus has been revised in response to the Staff's comment.

Summary and Selected Financial Data, Pages 6 and 20

11.: We noted that between 2000 and 2002 you disposed of several non-core businesses and you provided a footnote to the Selected Historical Consolidated Financial Data that discloses the results of operations of the disposed segments. Revise to explain why you have not presented these operations as discontinued operations following the guidance in APB 30.

The prospectus has been revised to reflect the Staff's comment. See page 23 of Amendment No. 1.

The Company also notes that the 2000 through 2002 divestitures can be separated into the following three categories: IHS non-core critical information businesses, manufacturing businesses partially sold, and manufacturing businesses sold in their entirety.

Sale of Non-Core Critical Information Businesses

The Company sold a number of lines of critical information businesses that were outside of its target markets from 2000 through 2002. Since the Company is continuing in the critical information business going forward, these lines would not qualify for discontinued operations classification. APB 30 Interpretation No. 1 states that a disposition does not qualify as a disposal of a segment of a business if the seller retains operations in the same line of business it disposed.

Partial Sales of Manufacturing Businesses to a Related Party

The sales of TriPoint in January 2000 and Extruded in November 2001 were both to an affiliate of the Company's parent company, TBG. In both transactions, the Company sold its common stock interests, but retained an 80% preferred stock interest in TriPoint valued at $67 million and a 100% preferred stock interest in Extruded valued at $12 million. The concept of continuing involvement is not discussed in APB 30. However, under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, it is unlikely that these divestitures would qualify for discontinued operations accounting because we still had continuing involvement.

Complete Sale of Manufacturing Business

Based on a further review of the sale of Pyramid in 2001 to a third party, the Company has determined that this sale should have been reported as a discontinued operation. The prospectus has been revised accordingly. See page 23 of Amendment No. 1. In 2002, a note receivable received from the purchaser as part of the consideration received was renegotiated, and we recorded a $2.0 million impairment upon full settlement. This impairment has been included within continuing operations in accordance with Staff Accounting Bulletin 93, Accounting and Disclosure Regarding Discontinued Operations.

Risk Factors

We depend on content obtained through agreements with third parties, Page 9

12.: Please address more fully the risks associated with licensing intellectual property from third parties, including SDOs. Do you believe you have alternative sources regarding the 25 licenses on which you substantially depend? The discussion in the business section should also be expanded to address more fully the company's reliance on and the risks associated with third-party licenses.

2005.03.18.5

To more fully address the risks associated with licensing intellectual property from third parties, including SDOs, the Company has revised the relevant risk factor (see page 11 of Amendment No. 1). Specifically, the Company has provided additional disclosure regarding its belief that the intellectual property licensed from third parties, and in particular from its 25 most important SDO licensors, cannot be obtained from alternate sources on favorable terms, if at all. In addition, the Company has expanded the discussion in the business section to better address this risk. See page 47 of Amendment No. 1.

We rely on a network of independent contractors and dealers, Page 10

13.: Revise the risk factor discussion to clarify the extent to which you are dependent on independent contractors. Consider adding disclosure in Business on this issue.

The prospectus has been revised to reflect the Staff's comment. See page 13 of Amendment No. 1.

We have experienced recent changes in our senior management, Page 11

14.: We note your discussion of recent changes in management. To what extent are these changes in senior management indicative of material changes within the company?

The Company does not believe that the recent changes in its senior management are indicative of material changes within the Company. The Company's former President and Chief Executive Officer resigned in 2004 for personal reasons. To fill this vacancy, the Company promoted Charles A. Picasso from his role as President and Chief Operating Officer of its Engineering segment. This allowed the Company to hire an additional industry veteran as its new President and Chief Operating Officer of the Engineering segment, Jeffrey Tarr. The other recent management changes relate to the Company's preparation for becoming a public company.

We are controlled by an entity whose interests may differ from your interests, Page 13

15.: Revise the subheading to state explicitly that five of the IHS Board Members, including the Chairman of the board, are on the board of directors of TBG or are members of a TBG advisory committee. In the text, please discuss any procedural or other safeguards to protect the interests of the non-affiliated shareholders. Further, please discuss any material risks associated with your company being controlled by two Cyprus limited liability companies, which in turn are owned by a Netherland-Antilles company and a Bermuda trust.

The subheading has been revised to state explicitly that the chairman of our board serves on the board of TBG and that one of our directors is also an executive officer of TBG. Reference to the advisory committee in the subheading has not been made because the individuals named in the prospectus as having served on such committee will have resigned from such duties prior to the IPO. This fact has been disclosed in Amendment No. 1.

The Company believes that non-affiliated stockholders may be protected to a limited extent by the fiduciary duties our directors owe to all stockholders, the independence of some of our directors from management and the increased disclosure requirements and scrutiny we will be subject to as a public company. However, the Company does not believe that it is appropriate to include this mitigating language in the "Risk Factors" section. In addition, in light of the ultimate control that the Class B stockholder will have over the Company and its affairs (which the Company believes is clearly disclosed in the prospectus) and the limited nature of the protections described above, the Company believes that such disclosures would create an undue expectation of "protection" and therefore does not believe it is appropriate to include such disclosure elsewhere in the prospectus.

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The Company does not believe that it is subject to any material risks associated with respect to the selling stockholders or their jurisdictions of incorporation that have not already been disclosed in the prospectus. See page 15 of Amendment No. 1.

Use of Proceeds, Page 17

16.: You state here, in the summary and throughout the prospectus that you plan to pursue acquisitions including selectively acquiring databases and information services organizations, complementary technologies and businesses, as a means to grow your company. Please state here and in the summary whether you have any current plans, proposals or arrangements to acquire additional businesses.
: The prospectus has been revised in response to the Staff's comment. See page 19 of Amendment No. 1. The Company also supplementally advises the Staff that while it anticipates pursuing possible acquisitions as part of its growth strategy, it has no current agreements or commitments pending with respect to material acquisitions.
17.: You state that you intend to use the proceeds for general corporate purposes, including potential acquisitions. It appears from the rest of your prospectus disclosure that an investor could reasonably assume you have performed studies and made preliminary decisions with respect to the best use of capital resources. For example, you state in the risk factors and elsewhere in the prospectus that you intend to expand into new geographic markets and enhance your services business and you have identified several areas targeted for growth, including new tools and services development and expanded sales and marketing efforts.
: If you have made preliminary decisions about your future growth potential and appropriate resource allocation, state the approximate amount to be used for each purpose and revise management's discussion to provide a brief outline of these plans, including the likely priority of, and contingencies affecting, such plans.
: Please see the response to comment 16 above. In addition, the Company supplementally advises the Staff that while it plans to pursue a growth strategy as outlined in the prospectus, it has not yet made definitive plans or allocated resources beyond what has already been disclosed in the prospectus.

Dividends, Page 17

18.: Clarify that the $6.1 million dividend to a subsidiary of TBG related to a preferred stock investment in Extruded Metals, Inc.

The prospectus has been revised in response to the Staff's comment. See page 19 of Amendment No. 1.

Management's Discussion and Analysis of Financial Condition and Results of Operations Executive Summary, Page 22

Subscription-Based Business Model, page 22

19.: Tell us supplementally and revise to explain the reasons why sales of your non-deferred subscriptions occur most frequently in the fourth quarter.

The Company's sales of non-deferred subscriptions occur most frequently in the fourth quarter due to a large volume of offerings that were introduced during the fourth quarter in prior years and are renewed on an annual basis. In addition, the sales cycle for a number of the Company's non-deferred subscription products, particularly those that are sold to our governmental and academic customers, is intentionally aligned with customers' budgeting and funding cycles, which often results in increased sales in the fourth quarter. The prospectus has been revised to reflect this information. See page 24 of Amendment No. 1.

2005.03.18.7

Operating Expenses and Other Items

20.: On the bottom of page 24, you indicate that the restricted stock you issued will vest over a three-year period for which you will record the cost ratably over the vesting period. Help us understand why a significant portion of the charge will be recorded in 2005, if the options vest ratably. Is there an alternative vesting schedule that you believe is probable of occurring? Please advise and revise as necessary. Address similar disclosure that is set forth in the last sentence in Note 12 to your audited financial statements.

The Company will record the cost ratably over the vesting period. The sentence showing the expected cost to be recognized over each of the next three years has been deleted from the prospectus.

The Prospectus has been revised to reflect the Staff's comment. See pages 27 and F-22 of Amendment No. 1.

Revenue Recognition, Page 25

21.

We note that you have repeated your revenue recognition policy descriptions within the Critical Accounting Policies in MD&A. Your discussion in this section is meant to supplement not duplicate, the description of accounting policies in the footnotes. Within this section you should:

•: Identify the types of assumptions that underlie the most significant and subjective estimates;
•: Discuss the sensitivity of those estimates to deviation of actual results from your assumptions; and
•: Describe circumstances that have resulted in revised assumptions in the past.
•: Revise your disclosures to provide meaningful insight into the quality and variability of your critical accounting policies. See SEC Release No 33-8040 and FR-60.

The prospectus has been revised to reflect the Staff's comment. See pages 28, F-7 and F-8 of Amendment No. 1.

22.: Consider including in your executive summary a discussion of revenues by segment as well as an overview of the driving forces within each segment that management believes have had an effect on the results in operations.

The Prospectus has been revised to reflect the Staff's comment. See page 26 of Amendment No. 1.

Results in Operations

Year ended November 30, 2004 Compared to the Year Ended in November 30, 2003

23.: You state that your revenues increased by 14% overall, with revenues in the Energy segment increasing by nearly double that in the Engineering segment and that the driving force has been increased sales of critical information and decision-support tools in both segments as well as an increase in prices. Please revise to describe the contributing factors relating to the significant increases in sales. Also revise to quantify the effect of price changes on your revenues during this and other periods.

The prospectus has been revised to reflect the Staff's comment. See page 32 of Amendment No. 1. However, the Company is not able to quantify the effect of price changes on its revenue during this and other periods because its systems are not designed to capture this data.

2005.03.18.8

Net Gain on Sale of Assets, Page 30

24.: Tell us supplementally and revise to provide disclosure about the settlement of a revenue-based earn-out arrangement you recorded in 2003 and 2004.

The prospectus has been revised to reflect the Staff's comment. See page 33 of Amendment No. 1.

The Company also supplementally advises the Staff that, on October 1, 2002, it sold one of its non-core critical information businesses to a third party. In consideration, the purchaser agreed to pay the Company a royalty equal to twenty percent of the revenue received by the purchaser from the acquired databases for the four-year period from October 1, 2002 through September 30, 2006. The agreement included a minimum annual royalty obligation to the Company of $*, with minimum quarterly payments of $*. At the time of the sale, the Company recorded a $1.0 million receivable from the purchaser based on management's estimate of the future proceeds and a corresponding reserve for the same amount given the uncertainty regarding collection. The Company did not believe that the purchaser had any other businesses that generated cash. Thus, the purchaser's ability to compensate the Company was based in large part on its ability to run the acquired critical information business profitably. During fiscal years 2003 and 2004, a gain on the sale was recorded as the quarterly payments were received.

On November 19, 2004, a settlement was reached with the purchaser for $0.6 million, which released it from its future royalty obligations under the original agreement. The settlement was also recorded as a gain on sale.

Year ended November 30, 2003 Compared to the Year Ended November 30, 2002

25.: You discuss cost reduction initiatives, including headcount reductions, undertaken in 2003 that contributed to the decrease in cost of revenue. What factors led to the cost reduction initiatives? Do you anticipate that these factors will impact your margins in future periods?

During 2003, the Company undertook certain initiatives to streamline its operations in order to reduce costs, preserve margins and pay off outstanding debt. Since this was a discrete cost reduction initiative, the Company does not expect any impact on its future margins from this initiative.

Liquidity

26.: Briefly outline the material covenants under your $125 million revolving credit agreement.

The prospectus has been revised to reflect the Staff's comment. See page 38 of Amendment No. 1.

Business, Page 37

27.: Please expand the business section to include a background discussion of the November 2004 reorganization and recapitalization and describe their business purpose.

The Business section has been expanded as requested to include a background discussion of the November 2004 reorganization and recapitalization. See page 41 and 42 of Amendment No. 1. In addition, we have clarified that the reorganization was undertaken by our indirect parent, TBG, and not by the Company.

28.: Please identify your subsidiaries for each of the business segments.

The Company has identified the subsidiaries for each of its business segments and has filed this information as Exhibit 21 to the Registration Statement. See Exhibit 21 to Amendment No. 1.

29.: State whether the patents you have applied for are U.S. or foreign applications. See page 49.

2005.03.18.9

The disclosure on page 53 of the prospectus has been revised to state that, at present, the Company is only seeking patents in the United States.

30.: You claim on page 39 that your tools and services can reduce the operating costs and increase the productivity of your customers. Please provide a basis for these assertions.

The Company acknowledges the Staff's comment and wishes to clarify that by integrating its offerings, the Company helps its customers analyze their operations and make better use of critical information, which the Company believes enhances the ability of the customers to effectively evaluate investment opportunities, reduce operating costs, and increase productivity. The prospectus has been revised to reflect this clarification. See page 43 of Amendment No. 1.

31.: We note that you intend to expand your geographic coverage to include emerging markets, such as China, Russia and India. To the extent that delivering your tools and services in these environments pose operating, regulatory or other complexities peculiar to emerging markets, please include an appropriate discussion. Further, we note your statement in risk factors that one of the risks associated with your international operations is political instability. Please advise.

The Company acknowledges the Staff's comment and wishes to clarify that, while it intends to expand its geographic coverage to include certain emerging markets, these plans are still in their preliminary stages and no significant investments of time or money have been made in such plans to date. As a result, the Company has not yet completed a detailed assessment of the political, regulatory, or other risks that may be present. The prospectus has been revised to clarify this point. See page 12 of Amendment No. 1. The Company also advises the Staff that the reference to political instability is not based on knowledge of any specific threat but instead is due to the fact that the Company has operations in many non-U.S. jurisdictions, some of which may be subject to greater political unrest than is found in the United States.

32.: Regarding your offerings for each of the energy and engineering segments, please clarify how your offerings are delivered. For example, you state on page 40 that you provide comprehensive critical information relating to that segment through online and "other electronic subscriptions." How does the subscription service operate and what do the other electronic subscriptions entail? Similarly, your discussion of decision-support tools references a range of applications from easy to use "browse and search" applications to sophisticated project tools. The disclosure does not provide a comprehensive understanding of the methods of distributing your tools and services. Consider including a comprehensive table or chart identifying by segment all of the various tools, applications, subscriptions, products and services you offer.

The prospectus has been revised to reflect the Staff's comment. See pages 44, 45, 47, 48, and 49 of Amendment No. 1.

33.: Intellectual Property: State the number and duration of all trademarks.

The Company currently maintains 86 registered trademarks worldwide. The Company has sought registration with the United States Patent and Trademark Office for 66 marks in the United States, applications for three of which are currently pending. Once effective, such registrations last for a period of ten years. Among the 63 marks currently registered in the United States, the renewal dates range from May 2005 to September 2014. In addition to registrations in the United States, the Company has sought what it believes to be appropriate protections under the laws of the relevant jurisdictions where the Company does business. The duration of the trademark registrations obtained by the Company outside the United States vary by jurisdiction. Currently, the renewal dates range from June 2005 through December 2014.

This discussion has been summarized on page 53 of Amendment No. 1.

2005.03.18.10

Compensation Committee Interlocks and Insider Participation, Page 54

34.: It appears that Mr. Stead, an executive officer of IHS, served on the board of TBG while Mr. v. Staudt served and continues to serve as Executive Vice President for TBG and on the board of IHS. See Item 402 (j)(3)(ii). Please advise or revise.

The Company does not believe that Item 402(j)(3)(ii) applies to the facts presented. Item 402(j)(3)(ii) requires disclosure where, during the last fiscal year, an executive officer of the Company (Mr. Stead) served as a director of another entity (TBG), if another of that entity's executive officers served on the compensation committee of the Company. Although Mr. Stead serves on the board of TBG and Mr. v. Staudt serves as an Executive Vice President of TBG, Mr. v. Staudt has not served and is not serving on the Company's human resources committee (which performs equivalent functions to a compensation committee). In addition, Mr. v. Staudt was not one of our directors during the last fiscal year.

However, the disclosure required by Item 402(j)(1) has been added to the prospectus. See page 58 of Amendment No. 1.

35.: Briefly explain the performance objectives for fiscal year 2004 for the purposes of determining Mr. Picasso's bonus.

The prospectus has been revised to reflect the Staff's comment. See page 65 of Amendment No. 1.

36.: Please disclose why you have elected to rely on date of grant rather than the mid-point of the initial public offering price in computing the "potential realizable value" columns of the option grant table at page 57. If you do not use the mid-point of the offering price range to compute these columns, identify who computed the fair market values and provide a reasonably detailed explanation of the methodologies used to support the conclusions about the fair market values that were used. If you use the mid-point of the offering price range, you need not provide the details on the valuation techniques. See Corporation Finance Telephone Interp. J.17. and Section IV.C of SEC Release 33-7009. Further, the disclosure concerning the "value of unexercised in-the-money options" columns of the second table on page 58 should also either provide the details about the fair market value, or you should compute the columns using the mid-point of the offering price range.

The prospectus has been revised to reflect the Staff's comment. See pages 62 and 63 of Amendment No. 1.

Certain Relationships and Related Transactions, Page 81

37.: The disclosure in this section should highlight the relationships between management and the selling shareholders. The detailed discussion of the ownership hierarchy in the third through sixth paragraphs beginning on page 81, which repeats verbatim the disclosure in the third risk factor on page 13, does not enhance the disclosure. To the extent that the controlling hierarchy of the company is described clearly and completely in the forepart of the prospectus, repetition of the hierarchical relationships should be avoided. Please limit the disclosure here to describing the nature and extent of the relationships among the directors and executive officers and the selling stockholders.

The prospectus has been revised to reflect the Staff's comment. See page 86 and 87 of Amendment No. 1. The Company notes that certain risk factor type disclosure, such as highlighting where the interests of the parties may diverge, has been deleted. However, the Company believes that it is helpful to investors to have a more complete discussion of this relationship in the "Certain Relationships and Related Transactions" section.

2005.03.18.11

Description of Capital Stock, Page 84

38.: Please advise why you have not briefly addressed your Class C common stock.

The Class C common stock will be eliminated from the Company's authorized capital structure when the Company files its Amended and Restated Certificate of Incorporation with the State of Delaware at the time of the offering.

The prospectus has been revised accordingly. See pages 5, 20, and 42 of Amendment No. 1.

39.: State whether you currently satisfy the requirements for being listed on the New York Stock Exchange.

The Company is in the process of undertaking the activities required to satisfy the New York Stock Exchange listing requirements and expects that it will satisfy all such applicable requirements within the mandated time frames.

Shares Eligible For Future Sale, Page 93

40.: Disclose whether the managing underwriters have any intent to shorten or waive lockups.

Goldman, Sachs & Co. and Citigroup Global Markets Inc. have advised the Company that they have no current intent or arrangement to release any of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. There are no contractually specified conditions for the waiver of lock-up restrictions and any waiver is at the sole discretion of Goldman, Sachs & Co. and Citigroup Global Markets Inc.

Goldman, Sachs & Co. and Citigroup Global Markets Inc. have further advised the Company that there are no specific criteria for the waiver of lock-up restrictions, and that they cannot in advance determine the circumstances under which a waiver might be granted. Any waiver will depend on the facts and circumstances existing at the time. Among the factors that Goldman, Sachs & Co. and Citigroup Global Markets Inc. may consider in deciding whether to release shares may include the length of time before the lock-up expires, the number of shares involved, the reason for the requested release, market conditions, the trading price of the Company's Class A common stock, historical trading volumes of the Company's Class A common stock and whether the person seeking the release is an officer, director or affiliate of the Company.

Underwriting, Page 98

41.: Please supplementally confirm that you do not intend to have a directed share program or electronic distribution.

Directed share program. In response to the Staff's comment, the Company is currently considering whether it will sell shares in the offering through a directed share program to a limited number of non-employee directors. The Company will promptly supplement this response as soon as it makes a determination with respect to this matter.

Electronic distributions. The Company has been informed by each of Goldman, Sachs & Co. and Citigroup Global Markets Inc. ("Citigroup") that it or its affiliates may engage in the electronic offer, sale or distribution of the shares and that any such activities will be conducted in accordance with procedures previously reviewed by the Staff. Morgan Stanley & Co. Incorporated, UBS Securities LLC, KeyBanc Capital Markets, A Division of McDonald Investments Inc., and Piper Jaffray & Co. have informed the Company that neither they nor their affiliates intend to engage in any electronic offer, sale or distribution of the shares. If the Company becomes aware of any additional members of the underwriting syndicate that may engage in electronic offers, sales or distributions after the date of this letter, it will promptly supplement this response to identify those

2005.03.18.12

members and either provide a description of their procedures or confirm that their procedures have previously been reviewed by the Staff.

In order to help alleviate concerns that may be raised by any possible online distribution or posting of the preliminary prospectus on the web, the representatives have indicated to the Company that they will include the following language in a communication to potential syndicate members:

"Online distribution of shares of Class A common stock of IHS Inc. may only be made pursuant to procedures for such distributions previously reviewed by the Securities and Exchange Commission. By accepting an allocation from us, you will be deemed to be representing that either (1) you are not making an online distribution or (2) you are following procedures for online distribution previously reviewed by the Securities and Exchange Commission."

Consistent with this procedure, the following language has been added to the "Underwriting" section of the prospectus. See page 105 of Amendment No. 1:

"A prospectus in electronic format may be made available by one or more of the representatives of the underwriters and may also be made available on websites maintained by other underwriters. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the underwriters to the underwriters that may make Internet distributions on the same basis as other allocations."

In addition, Citigroup informed the Company that it intends to use the i-Deal Prospectus Delivery System ("i-Deal") as a complementary distribution method to deliver preliminary prospectus materials to U.S. institutional clients for this offering. Citigroup intends to use this system to complement its process for hard copy delivery of preliminary prospectus information only. Citigroup does not intend to distribute the final prospectus or confirmations through i-Deal or by any other electronic means. The final prospectus and related confirmations will be delivered in hard copy through existing processes. In addition, Citigroup may send PDFs of the prospectus only to certain potential institutional investors that have received or that will receive hard copies of the preliminary prospectus.

Citigroup currently intends on using i-Deal solely for the distribution to U.S. institutional clients of (i) the preliminary prospectus, (ii) any preliminary prospectus distributed in connection with any required recirculation, and (iii) any supplement or sticker to a preliminary prospectus. Citigroup does not intend to use i-Deal for distribution of (i) any prospectus included in any pre-effective amendment that it not otherwise (1) subject to a recirculation or (2) distributed as a supplement/sticker to any preliminary prospectus, and (ii) any final prospectus or any supplement/sticker thereto.

Citigroup's use of the i-Deal system in the manner described above was approved by Ms. Kristina Wyatt, Special Counsel in the Office of Chief Counsel of the Staff, in connection with the initial public offering by Great Wolf Resorts, Inc. (Registration Number 333-118148) on December 14, 2004 and, Citigroup hereby confirms that to date, the i-Deal materials approved by Ms. Wyatt have not substantively changed.

In addition, UBS Securities LLC has informed the Company that as a courtesy to certain of their customers to whom a preliminary prospectus will be sent, UBS Securities LLC and UBS Financial Services Inc., a selected dealer affiliated with UBS Securities LLC, may distribute preliminary prospectuses electronically to certain of their customers. UBS Securities LLC will not accept indications of interest, offers to purchase or confirm sales electronically except for the indications of interest accepted by UBS Securities LLC through its DealKey (SM) System (described in the next paragraph). To the extent distributed electronically, the preliminary prospectus will be in

2005.03.18.13

Adobe PDF format. No preliminary prospectus will be sent until a preliminary prospectus meeting the requirements of the Securities Act of 1933 has been prepared and filed with the Commission.

UBS Securities LLC intends to make the preliminary prospectus available to certain of its customers through DealKey (SM), a section of UBS Securities LLC's website. UBS Securities LLC will accept indications of interest from those certain customers through DealKey (SM) but will not accept offers to purchase or confirm sales through any of its websites in connection with the offering. The DealKey (SM) section is separate from UBS Securities LLC's publicly available website as access to DealKey (SM) is password-protected. UBS Securities LLC customers may obtain password access to DealKey (SM) upon request. UBS Securities LLC currently limits access to DealKey (SM) in the United States to institutional customers that are "qualified institutional buyers" under Rule 144A. DealKey (SM) contains a listing of equity and equity-linked offerings, with each offering hyperlinked to an offering summary page. The offering summary page will contain only Rule 134 information pertaining to the offering and a hyperlink to the preliminary prospectus. The preliminary prospectus will be in Adobe PDF format, and a link will be available on the page to download the required viewer. We have been informed by UBS Securities LLC that Ms. Kristina Schillinger, Esq. of the Commission has reviewed UBS Securities LLC's electronic offering procedures. UBS Securities LLC continues to employ the same procedures as those reviewed by Ms. Schillinger.

UBS Securities LLC has informed the Company that, in addition to distributing prospectuses electronically through DealKey (SM), it may send prospectuses via email as a courtesy to certain of its customers to whom it is concurrently sending a prospectus in hard copy.

Where You Can Find Additional Information, Page 101

42.: Please note that we no longer maintain public reference rooms outside of Washington, D.C.

The Company acknowledges the Staff's comment but does not believe any revisions are necessary because the prospectus refers only to the Commission's public reference room that is located within Washington, D.C. See page 106 of Amendment No. 1.

Balance Sheet, Page F-3

43.: We noted a large increase in your accrued expenses between 2003 and 2004. Supplementally provide us an analysis of the accrued expense balance for 2003 and 2004. Indicate what the $37.6 million increase in accrued expenses relates to. In addition, we remind you that Regulation S-X, Article 5 indicates that any item in excess of 5% of total current liabilities should be stated separately or disclosed in a note to the financial statements.

Based on the Company's review of its current liability categories, there were two categories that had balances greater than 5% of total current liabilities as of November 30, 2004 that require separate presentation in the balance sheet, Accrued Royalties and Accrued Compensation. The balance sheet has been revised to break out these amounts. The variances noted for the separate categories are as follows:

Category		11/30/03		11/30/04		Increase $		Increase %
Accrued Royalties		$	12,981	$	26,307	$	13,326	103	%
Accrued Compensation			13,448		28,869		15,421	115	%
Other Accrued Expenses			19,341		28,262		8,921	46	%

	Total	$	45,770	$	83,438	$	37,668	82	%

The increase in accrued royalties was primarily the result of the following:

•: Increase in Accrued Royalty payables of $5.1 million as a result of increased sales

2005.03.18.14

•: An increase in unearned royalty rebates of $8.2 million. These rebates will be amortized against cost of revenue as the underlying contractual obligations are met.

The increase in accrued compensation was primarily the result of the following:

•: Offer to Exchange Options—As noted in Note 12, "Offer to Exchange Options and Shares," the Company offered to exchange all outstanding stock options to purchase shares of its Class A common stock for which participating employees received a cash payment. At the time the offer was extended in November 2004, an accrual related to the estimated cash settlement was recorded which aggregated $9.9 million.
•: Accrued bonuses increased by $4.7 million due to improved performance and a higher number of employees within the eligible bonus pool.
•: Accrued payroll increased by $2.2 million as the prior year did not require any accrual based on the cut-off of the period end.

The increase in other accrued expenses was primarily the result of the following:

•: The CERA, IPL and USA Infosystems acquisitions resulted in incremental accrued expenses that aggregated $6.8 million as of November 30, 2004.

44.: We noted an approximate increase of 40% in deferred subscription revenues between 2003 and 2004. Supplementally explain the reasons for the increase in deferred subscription revenues, whether there has been a change in your business, and identify any known trends indicated by this increase in MD&A.

Deferred subscription revenue was $140.1 million as of November 30, 2004 compared to $98.4 million as of November 30, 2003, representing an increase of $41.8 million or 42%. The increase resulted from the following:

•: Upon the dissolution of the joint venture with BSI in January 2004, certain products reverted back to the Company. Since the date of the dissolution, we have accounted for sales of these products under a subscription model and the associated deferred subscription revenue was $16.6 million as of November 30, 2004.
•: Acquisitions occurring during 2004 resulted in incremental deferred revenue that aggregated approximately $14.0 million as of November 30, 2004.
•: The remaining increase was the result of the general increase in the business through new customer contracts and expanded product offerings.

Income Statement, page F-4

45.: We note that you have presented compensation expense related to equity awards on the face of your statements of operations. Revise the face of your statements to clearly indicate the respective line items effected. While we note the respective disclosures on page F-22, we believe the information should be set forth on the face of the statement to provide transparency for investors. Please revise.

The prospectus has been revised to reflect the Staff's comment. See page F-4 of Amendment No. 1.

46.: Revise your statements of operations to separately present revenue from products and revenue from services, and the respective costs, following Rule 5-03(b) of Regulation S-X. In this regard, we note your service revenues exceed 10% of your revenues during 2004.

The prospectus has been revised to reflect the Staff's comment. See page F-4 of Amendment No. 1.

2005.03.18.15

Note 1. Nature of Business and Significant Accounting Policies

Revenue Recognition, page F-7

Sales of Critical Information and Decision-Support Tools

47.: Tell us more about the nature and amounts of the deferred incremental costs that directly relate to your subscriptions. For each incremental direct cost, quantify the amounts deferred and explain how your accounting complies with SAB 104 (SAB Topic 13.A.3.f, Question 3 and FTB 90-1 or Statement 91. Also, revise MD&A to explain the increase in deferred costs during 2004.

The prospectus has been revised to reflect the Staff's comment. See page 32 of Amendment No. 1.

In addition, we supplementally advise the Staff that deferred subscription costs consist primarily of prepaid royalties. Royalties are paid to SDOs for content that is included within some of our critical information offerings. These royalties are paid to SDOs upon the execution of subscription contracts with our customers. Other less material amounts included in deferred subscription costs include prepaid commissions and prepaid discounts to dealers, which are also paid upon the execution of the subscription contracts. In order to match costs and revenue offsets with the associated revenue in the appropriate accounting period, these amounts are recorded as assets and are amortized ratably over the term of the subscription contract. Prepaid royalties are amortized to cost of goods sold, prepaid commissions are amortized to sales expense, and prepaid discounts are amortized against the corresponding revenue, respectively. Deferred subscription costs as of the respective period ends were comprised of the following:

	11/30/2003			11/30/2004
	Dollars	Percentage		Dollars	Percentage
Prepaid Royalties	12,996	85	%	23,047	90	%
Prepaid Commissions	1,291	9	%	1,374	5	%
Prepaid Discounts	922	6	%	1,306	5	%

Total	15,209	100	%	25,727	100	%

Since the deferred subscription costs are directly related to the acquisition of the contract with our customer and would not have been incurred otherwise, these costs have been deferred and charged as expenses in proportion to the revenue recognized in accordance with paragraph 4 for FTB 90-1.

48.: We note many of your energy offerings are priced based on a customer's oil and gas production. Help us understand how you recognize revenues for these types of arrangements and how you have determined the arrangement is fixed or determinable.

Revenue from certain U.S.-based energy offerings, which are priced based on a customer's historic oil and gas production, is recognized ratably over the term of the contract, which is typically 12 months. Pricing for these contracts is determined based on the historic oil and gas production levels of the customer and is fixed at the beginning of the contract term. This information is derived from public records for U.S. public companies and is derived from state records, production tickets, and other compiled information for U.S. non-public companies. When a customer desires to renew the contract upon its expiration date, their oil and gas production levels are reviewed and any increases or decreases are reflected in the subsequent year's contract.

49.: We noted that you rely on a network of dealers to sell your offerings in locations where you do not maintain a sales office or sales teams. Supplementally tell us and disclose how you account for sales made through dealers. Address whether you offer your dealers and/or end users any price protection or rights of return. Refer to SFAS 48.

2005.03.18.16

The prospectus has been revised to reflect the Staff's comment. See page F-8 of Amendment No. 1.

In addition, the Company supplementally advises the Staff that revenue for products sold through dealers is recognized as follows:

•: for subscription based services, revenue is recognized ratably as delivered to the end user over the subscription period; and
•: for non-subscription based products, revenue is recognized upon delivery to the dealer.

Once a product has been ordered and delivered and an annual subscription period commences, there are no rights of return or rights to pro-rated credits for early cancellation of services provided in the dealer agreement or within agreements with end user customers. Under the terms of the dealer agreement, dealers are protected from any subscription-rate changes on any new orders placed by customers or potential customers who received a quotation prior to the dealer's receipt of the notice of such change. As the impact of price protection is on prospective orders to be processed, there is no impact on previously recorded revenue, thus no estimated reserves are required.

Multiple-Element Arrangements

50.: We note that you have multiple element arrangements. Supplementally tell us and disclose how you determine VSOE for each of your elements in your arrangements. In this regard, note that your fee should be allocated to the various elements based on vendor-specific objective evidence of fair value, regardless of any separate prices stated within the contract for each element. Refer to paragraph 10 of SOP 97-2. In addition, tell us and disclose how you recognize revenues on your multiple element arrangements when VSOE for all elements does not exist.

The prospectus has been revised to reflect the Staff's comment. See page F-8 of Amendment No. 1.

In addition, the Company supplementally advises the Staff that its critical information, decision-support tools and service offerings are sold primarily on a stand-alone basis, but also as part of multiple-element contracts. The Company's offerings are generally separately priced in a standard-price book. For services that are not in a standard-price book, as the price varies based on the nature of the work and the size of the customer, the price is derived based on the estimated underlying effort for executing the associated deliverable in the contract. The sale of offerings on a stand-alone basis at standard-list prices and the estimated underlying effort at standard billing rates provide the Company with vendor-specific objective evidence for allocating revenue to multiple-element arrangements. If bundled pricing is provided to customers which is less than the aggregate price of the offerings on a stand-alone basis as valued in the standard-price book, the resulting discount is allocated to the elements based on their relative fair values. For non-subscription offerings within a multiple-element arrangement, the revenue is generally recognized for each element in the period in which delivery of the product to the customer or completion of services occurs or ratably over the term of the maintenance period. In some instances, customer acceptance is required for services rendered. For those transactions, revenue is recognized in the period that customer acceptance is obtained. For subscription offerings within a multiple-element arrangement, revenue is recognized ratably over the subscription period. In instances where a multiple-element arrangement includes offerings for which vendor-specific objective evidence is not available, revenue is recognized after all performance obligations are completed.

51.: You indicate that where VSOE exists, elements are unbundled and the revenue for each element is recognized "as appropriate." Use of the term "as appropriate" does not clearly indicate how you recognize revenue for the respective elements. in this regard, revise your policy to identify each element and specifically disclose how you recognize revenue for each identified element.

2005.03.18.17

Please refer to the discussion in the response to comment #50 above.

The prospectus has been revised to reflect the Staff's comment. See page F-8 of Amendment No. 1.

Services

52.: Clarify whether your services are provided as part of your multiple element arrangements or whether you provide stand-alone services to your customers. If your services are part of a multiple element arrangement, clarify if you have concluded that the rate specified in the contract represents VSOE of fair value and the basis for that conclusion.

Please refer to the discussion in the response to comment #50 above.

The Registration Statement has been revised to reflect the Staff's comment. See page F-8 of Amendment No. 1.

53.: For your fixed price contracts, clarify how you determine the amount of revenue to recognize "upon completion of each specified performance obligation." For your typical fixed price service arrangement, identify the number of specified performance obligations in each arrangement and how you determine the amount of revenue to recognize as each performance obligation is fulfilled. Refer to the accounting literature that supports your accounting.

The prospectus has been revised to reflect the Staff's comment and includes references to the applicable accounting literature. See page F-8 of Amendment No. 1.

In addition, the Company supplementally advises the Staff that it provides customers with its service offerings in some instances under fixed-price contracts. In these cases, revenue is recognized based on the completion of elements to be performed as identified in the customer contract. For fixed-priced service offerings, where the prices for elements of performance are identified in a standard-price book or have been derived based on the estimated underlying effort for executing the associated deliverable in the contract, revenue is recognized for an element in the period that the performance obligation for that element is completed. In some instances, contracts require customer acceptance for services rendered. For these transactions, revenue is recognized in the period that written customer acceptance is obtained. For fixed-price contracts with milestone obligations, customer acceptance is also required for recognition of revenue.

For fixed-priced service offerings, where the prices for elements of performance are not specifically identified, revenue is recognized upon completion of all contract obligations and, if applicable, when written customer acceptance is obtained.

For fixed-price service offerings, the number of specified performance obligations will vary by contract and will depend on customer requirements and the complexity of the offering. The number of performance elements for a contract will typically increase with broader scope and complexity. As noted previously, the amount of revenue recognized for each performance obligation is contract specific, and dependent on whether elements are specifically defined and priced.

Research and Development, page F-9

54.: Tell us supplementally and revise to clarify how your accounting policy for research and development costs complies with SFAS 86 and/or SOP 98-1.

The prospectus has been revised to reflect the Staff's comment. See page F-10 of Amendment No. 1.

The Company also supplementally advises the Staff that it accounts for software research and development costs in accordance with SFAS 86 and SOP 98-1. Our development process includes the requirement that we make a determination regarding technological feasibility. Upon such

2005.03.18.18

determination, management evaluates the nature and timing of costs to be capitalized. The Company capitalizes these costs through the period that the product is generally available for sale.

Stock Option Accounting, page F-10

55.

We note that no compensation expense for stock options was recognized since options have been equal to or greater than the estimated fair market value of the underlying stock on the date of grant. Provide us supplementally the following information in chronological order for option grants for the one year period preceding the filing of the registration statement:

a.: The date of grant;
b.: The name of the grantee and the grantee's relationship to company;
c.: The reason for the grant;
d.: The number of option granted;
e.: The exercise price;
f.: The fair value of underlying shares of common stock at each grant date; and
g.: The total amount of compensation expense related to the grant and the timing of the amortization expense.

With respect to a., b., d. and e., please see Exhibit D to this response letter. With respect to c., f. and g., each grant was part of our compensation program, the fair value of the underlying shares was less than or equal to the grant price (as shown in Exhibit D) on the date of grant, and no compensation expense was recorded related to any grant as the grant price equaled or exceeded the fair market value at the date of grant, and as common shares acquired in connection with an exercise of the stock options were required to be held for a period of at least six months and one day (except that participants could immediately sell shares back to the Company in an amount necessary to cover statutory tax withholdings).

56.: Provide us with objective evidence that supports your determination of the fair value of the underlying shares of common stock at each grant or issue date. This objective evidence could be based on valuation methodologies or on recent sales of the same or a similar company security to a third party for cash. Reconcile and explain the differences between the fair values determined on each grant date including the difference between the most recent grant date fair value and the midpoint of your offering range. This reconciliation should describe significant intervening events within the company and changes in assumptions within the valuation methodologies employed that explain the changes in fair value of your common stock up to the filing of the registration statement. Continue to provide us with updates to the above analysis for all equity-related transactions through the effectiveness date of the registration statement.

The non-qualified stock options issued pursuant to the 1998 and 2002 Non-Qualified Stock Option Plans relate to IHS Group Inc., a wholly-owned subsidiary of the Company. It is therefore important to note that the fair value per share estimates relate to an entity whose assets, operating results and capital structure differed from the Company. In order to establish the fair value of the IHS Group Inc. common stock, a valuation committee (the "Committee") of the Company's Board of Directors was formed for purposes of determining fair value. In order to determine fair market value in the absence of a public trading market, the Committee considered the following methodologies in determining fair market value:

1.: A specific valuation calculation using the discounted future returns approach was completed by management. This approach was based on historical and projected financial performance, normalized for non-recurring gains and losses. This methodology presumed the value of IHS Group Inc. was equal to the present value of projected future earnings, plus the present value of the estimated residual worth.

2005.03.18.19

2.: An analysis of the valuation of competitors and/or comparable public companies was also completed by management. This approach emphasized the ratios of: a) price to normalized EBITDA, b) price to normalized net income, and c) price to sales. Consideration was then given to whether any adjustments were necessary to more closely align the valuation multiples with IHS Group Inc.
3.: The Committee assessed relevant economic and industry factors applicable to each of our two business segments and considered their impact on valuation.
4.: The Committee assessed whether there were other known purchase/sale transactions of analogous businesses or business segments where specific information was public or otherwise available and assessed the effect this information may have on the valuation of IHS Group Inc.

The Committee assessed the range of valuations indicated by the above methodologies and selected what it deemed to be the most representative indicator of fair market value. With respect to IHS Group Inc.'s 2004 stock option activity, the Committee established a $9.00 per share price for the March 1, 2004 grant and a $9.42 per share price for the November 22, 2004 Offer to Exchange Options and Shares. In determining the $.42 ($9.42-$9.00) increase in the fair value per share, the Committee concluded that while the enterprise value of the Company had not increased from the March 1, 2004 valuation, the presence of additional amounts of cash in the balance sheet led to a $.42 per share increase in the equity value of IHS Group Inc. Relative to pre-2004 fair market value price changes, any and all changes to the fair market values of the stock at the historic grant dates related to fundamental changes in operating performance of the Company, changes to management's outlook for future performance, the amount of cash or debt in the business, movement of valuation multiples within the peer companies and other factors that the Committee determined to be salient at the particular date of valuation.

57.

Regarding your pro forma disclosures, help us understand how you determined the amount of compensation benefit you recorded in 2004. Supplementally provide us the following and revise your disclosures as necessary:

•: Quantify the amounts calculated in previous years under SFAS 123;
•: Quantify the ultimate cash settlement of the options in 2004;
•: Clarify whether you considered the value of the restricted shares and deferred stock units you issued as part of the option settlement;
•: Clarify whether the stock options were vested at the time you settled them in 2004;
•: If they were not vested, quantify the amount of unrecognized compensation costs at the date of repurchase;
•: Quantify the fair values of the respective options at the settlement date;
•: Tell us how your accounting complies with the guidance set forth in paragraphs 37-39 of SFAS 123. Refer to the authoritative literature that supports your accounting.

The Company supplementally advises the Staff that:

•: The amounts calculated in previous years under SFAS 123 would have resulted in additional compensation expense of $0.5 million, $0.9 million and $0.9 million for the years 1999, 2000 and 2001, respectively.
•: The cash required to settle the options was $9.4 million.
•: The value of the restricted shares and deferred stock units was not included as part of the consideration of the option settlement.

2005.03.18.20

•

Both vested and unvested options were subject to settlement. The unvested options comprised 56.2% of the options settled. The unrecognized compensation costs relating to the unvested options at the date of repurchase were $1.5 million.

•

The fair values of the options at settlement date, as determined under the Black-Scholes model, were $0, $0, $4.18, $3.26, $1.93 and $1.81 for options originally granted in 1999, 2000, 2001, 2002, 2003 and 2004, respectively.

•

The Company has evaluated the impact of the settlement on compensation cost and has determined the following:

•: As the fair market value of the options at the settlement date exceeds the cash paid, no incremental compensation expense is required to be recorded pursuant to paragraph 38 of SFAS 123.
•: The unamortized compensation expense associated with unvested options has been recorded upon the settlement date pursuant to paragraph 37 of SFAS 123.

58.: The staff noted your pro forma net income disclosure had IHS used the fair value accounting provisions of SFAS 123. SFAS 123 also requires disclosures of pro forma basic and diluted earnings per share as if the fair value based method had been applied to all awards. Revise your disclosure as appropriate. Refer to paragraph 45(c) (5) of SFAS 123, as amended by paragraph 2(e) of SFAS 148.

The prospectus has been revised in response to the Staff's comment. See page F-11 of Amendment No. 1.

Earnings Per Share

59.: Include an accounting policy regarding your calculation of basic and diluted earnings per share. Provide all the disclosures required by SFAS 128. Also, clarify your treatment for the two-classes of common stock you present.

The prospectus has been revised in response to the Staff's comment. See page F-33 of Amendment No. 1.

Note 2. Divestitures of Investments in Affiliates, page F-13

60.: We note that you distributed to TBG the preferred stock you owned in Extruded Metals, Inc. and recorded the distribution as a $4.3 million dividend. Clarify whether you recorded this transaction at its fair value and quantify any gain or loss you recorded. Also revise to discuss the $7.9 million impairment of investment affiliate, which appears to relate to your preferred stock investment in Extruded Metals.

The $4.3 million dividend to Extruded Metals, Inc. was recorded at fair value. There was no gain or loss recorded related to this transaction.

The Prospectus has been revised to reflect the Staff's comment. See page F-14 of Amendment No. 1.

Note 3. Dissolution of Joint Venture, page F-13

61.: Help us better understand the nature of your joint venture with BSI and your accounting for the distribution agreement and dissolution. Clarify the nature of the deferred revenue related to the subscription revenue stream. Quantify the amount of deferred revenue you recorded and explain how you determine its fair value. Also, clarify where you have classified the gain in your statements of operations.

2005.03.18.21

The prospectus has been amended to reflect the Staff's comment. See page F-14 of Amendment No. 1.

In addition, the Company supplementally advises the Staff as follows. The joint venture structure (the "JV") was entered into during 2000, when the Company and BSI contributed certain products and rights to the JV in exchange for their ownership interests. The JV had exclusive rights to distribute products that incorporated British Standards worldwide. The JV was dissolved on January 1, 2004. In connection with the dissolution, the ownership of certain of the JV's products reverted back to the Company, while certain of the product rights reverted back to BSI.

With respect to the products that reverted back to the Company, the Company assumed the remaining fulfillment obligations associated with these subscription products. In light of this legal fulfillment obligation, the Company recorded a $4.5 million deferred revenue balance at the time of the dissolution, which represented the estimated fair value of the obligation at that time. This fair-value estimate represented management's estimate of the amount of costs to be incurred to fulfill the obligation, plus a normal profit margin. The cost estimates were based on historic operating costs of the JV, while the estimated profit margins were based on historic profit margins of the Company's subsidiary that assumed the fulfillment obligation.

With respect to the products that were distributed to BSI in connection with the dissolution, the Company entered into a distribution agreement with BSI, which, among other provisions, provided that the Company would pay a royalty to BSI on future sales of these products. To the extent that these products are sold on a subscription basis, the revenue and related royalty expense is recognized ratably over the subscription period.

The Company recorded a $4.5 million gain on dissolution, and reported that gain in the Gain on sales of assets, net line within our consolidated statements of operations. The gain resulted from the fact that the cash distribution that we received in connection with the dissolution exceeded the balance of our investment in the joint venture.

Note 12. 2004 Long-Term Incentive and Directors Stock Plan and the Offer to Exchange Options and Shares

62.

Help us understand your accounting associated with the offer to exchange options and shares that you made on November 22, 2004. Refer to the authoritative accounting literature that supports your historical and prospective accounting. At a minimum, address the following:

•: Clarify how you determined the non-cash portion of the charge you recorded as of November 30, 2004 ($11.9 million).
•: Quantify the value of the vested deferred stock units you issued and clarify how you valued and accounted for them.
•: Clarify how you intend to value and account for the unvested restricted awards. Reconcile this to the expected charge you disclose at the bottom of page 24.
•: Reconcile the equity award charge of $11,672 reflected in the Equity Statement on page F-5 to the compensation expense in your statement of cash flows. Compare and contrast these amounts to valuations and disclosures set forth in response to this comment.
•: Clarify how you determined the estimated fair value of $9.42 at the date of offer.
•: Separately address the valuation and accounting for your arrangements with Carpenter and Weil. Clarify if the charges you disclose include the effects of their arrangements.

2005.03.18.22

Historic accounting for the 1998 and 2002 Non-Qualified Stock Option Plans of IHS Group Inc.

The Company has accounted for the options issued under its 1998 and 2002 Non-Qualified Stock Option Plans of IHS Group Inc. (the Plans) under the provisions of APB 25, Accounting for Stock Issued to Employees. Under the provisions of APB 25, the Company has not historically recorded compensation expense relative to options issued consistent with the provisions of the Plans, in light of the facts that: 1) the options were issued at or above the estimated fair market value of the underlying common stock on the grant date; and 2) common shares acquired in connection with an exercise of the stock options were required to be held for a period of at least six months and one day (except that participants could immediately sell shares back to the Company in an amount necessary to cover statutory tax withholdings). Since the fair value of the acquired shares were subject to changes in the estimated fair value of the enterprise during the mandatory holding period, participants were deemed to be at risk relative to their common stock holdings.

There were no options exercised until March 2004, at which time the first set of vested in-the-money options were exercised. Again, consistent with the terms of APB 25, the Company did not record any compensation expense at the time of exercise. While certain of the shares acquired via this exercise were immediately sold back to the Company in order to fund statutory tax withholdings, no other shares were sold back to the Company until November 2004, when IHS Group Inc. made an offer to exchange all outstanding options (both vested and unvested) and shares for a cash settlement and an issuance of restricted shares or deferred stock units of IHS Inc. (the Offer).

Accounting for the Offer

Since this Offer represented an effective settlement of the Stock Option Plan, the Company recorded $9.4 million of compensation expense in 2004 relating to the cash settlement, which represented the entirety of the cash obligation to be paid in full settlement of all outstanding options and shares. This accounting treatment was based on the provisions of APB 25 p.11(g), which states that cash paid to an employee as an earlier award of stock or to settle a grant of an option to the employee should measure compensation cost. The definition also includes amounts paid for stock shortly reacquired after issuance. The charge was reported in fiscal 2004 since the Offer was extended to participants of the Plans prior to the end of the fiscal year, the likelihood that the Offer would be accepted by all who received it was probable, and the related cost could be reasonably estimated. As noted above, the Offer also included the issuance of restricted stock and/or deferred stock units, which are addressed below:

Deferred Stock Units

The deferred stock units issued to participants were fully vested at the time of issuance, and therefore the Company recognized all of the expense associated with these units at the time the irrevocable offer was made, in fiscal 2004. The $11.9 million of compensation expense recorded by the Company represents the product of the number of units granted (1,301,801) times the estimated fair value per unit of $9.12. This estimated fair value per unit was based on an independent valuation.

Restricted Stock

The restricted stock issued to participants is subject to vesting schedules, and hence the compensation expense to be recorded for these instruments is being reported over the relevant vesting periods. The Company granted 1,286,667 restricted shares related to the options, and the fair value of these shares was also determined to be $9.12 per share. No valuation discount was applied to the shares relating to the fact that the shares are subject to a vesting schedule. Accordingly, the $11.8 million of compensation expense related to the restricted shares will be recognized over the relevant vesting periods.

2005.03.18.23

Reconciliation of compensation expense to the figures provided on page 24 (in millions):

The amounts previously provided at the bottom of page 24 have been removed.

Reconciliation of the Equity charge ($11,672 as per F-5) to Compensation Expense in the Statement of Cash Flows:

Equity Charge (in thousands)

Deferred stock units granted	$	11,872
Expected surrender to pay taxes		(200	)

Additional paid in capital adjustment (F-5)	$	11,672

The deferred stock units were issued to some employees in foreign taxing jurisdictions. The grants in these jurisdictions are taxable at the date of grant. It was anticipated that some or all of the employees would surrender deferred stock units to pay the employee portion of the withholding taxes.

Determination of the $9.42 value per share at the date of the Offer

The fair value of the IHS Group Inc. common shares was estimated to be $9.42 per share at the date of Offer. This estimated fair value per share was established by the Compensation Committee of the Board of Directors of the Company. In order to determine the fair value per share, the Committee reviewed the following financial information, as provided by the Company:

1.: Discounted cash flow analyses, incorporating management's estimate of future operating performance.
2.: Valuation analyses focusing on key valuation multiples across a peer group of companies.
3.: A summary of precedent transactions in select SIC codes, with comparisons to key valuation multiples.

After reviewing the aforementioned material, the Committee concluded upon the equity value of IHS Group Inc., which resulted in a fully diluted per share valuation of $9.42 per share. See the discussion to Comment 56 for more information regarding the establishment of fair value.

Valuation and Accounting for the Company's arrangement with Carpenter and Weil

The Offer was extended to Carpenter consistent with other participants. The value assigned to Carpenter's deferred stock units was also $9.12 per unit and was recognized at the time the offer was granted (fiscal 2004). Since Carpenter ceased being our Chief Executive Officer in fiscal 2004, and since the delivery of the deferred stock units was contingent only upon the passage of time, it was deemed to be appropriate to record the entire cost of this deferred stock grant at the time of grant. The cash settlement to be paid to Carpenter was also recorded at the time of the Offer, in fiscal 2004. Since Weil ceased being our Executive Vice President in fiscal 2004, the $1.1 million payment made to him pursuant to his termination agreement was also recorded in 2004.

Note 14. Employee Retirement Benefits, page F-24

63.: Help us better understand your accounting and disclosures surrounding your defined benefit retirement plans. Particularly address the US Plan that was spun off on November 30, 2004 and how you have treated this in your financial statements and disclosures. Provide background information surrounding the status of these plans both before and after the November 30, 2004 spin off. Address how the Plan spin off was legally structured and what your legal obligations

2005.03.18.24

under the plans were both before and after the spin off. At a minimum, please also address the following:

•: Clarify whether your disclosures and accounting include the results from the multi-employer plan from which IHS's retirement plan was spun off effective November 30, 2004. If so, explain why this is appropriate.
•: Clarify how you determined the "effect of spin-off" as presented in the change in projected benefit obligation and change in plan assets on page F-26. Explain why this presentation is appropriate, as it suggests the obligation and plan assets include the activity from the multi-employer plan from which IHS's retirement plan was spun off effective November 30, 2004.
•: Reconcile the accumulated other comprehensive loss on page F-27 to the information presented in Note 11.
•: Reconcile the $25.4 million reduction of your net pension asset attributable to the non-IHS plans (recorded as a charge to equity) to the $6,009 charge presented on page F-5.
•: Discuss how this spin-off will impact your future operations and liquidity.

Refer to the authoritative accounting literature to support your accounting and disclosures. Also address your accounting treatment and disclosures for your post-retirement benefits disclosed in Note 15. In this regard, we note your plan was similarly part of a multi-employer plan and was spun off on November 30, 2004.

Request for background information of plans before and after the spin off

TBG Services Inc. was the sponsor of the TBG Retirement Income Plan before the spin-off. Participants in this defined benefit plan included employees in certain active employing units and former employees in certain inactive employing units. Employing units are generally domestic corporations in the same controlled group with the sponsor. The plan was administered, in part, on an in-house basis by IHS Group Inc.'s human resources department in Denver, Colorado.

On November 30, 2004, certain active employing units and inactive employing units were spun-off into a separate defined benefit plan. Thereafter, assets were transferred to the new defined benefit plan in the amounts actuarially required by ERISA and the Internal Revenue Code to assure that proper proportional funding of each plan would exist. This was done consistent with the requirement for transfer of plan assets contained in I.R.C. Section 414(l)(1) and (2) and the relevant regulations. The pre-existing TBG Retirement Income Plan remained extant with fewer participating employers. The new IHS Retirement Income Plan began operation on November 30, 2004.

The TBG Retirement Income Plan continued to be liable for the benefits of the participants whose employing units were not spun-off. The IHS Retirement Income Plan became liable for the benefits of those participants whose employing units had been spun-off, including all inactive employing units. From and after November 30, 2004, the IHS Retirement Income Plan is administered, in part, in-house by IHS Inc.'s human resources department in Denver, Colorado. The TBG Retirement Income Plan has been administered, in part, in-house by the human resources department of Extruded Metals, Inc., one of the active employing units not spun-off. At the time of the spin-off, both plans had sufficient assets to be considered "overfunded" for ERISA purposes. The TBG Retirement Income Plan remains properly funded and capable of meeting the obligations for all participants in its employing units. The IHS Retirement Income Plan is also properly funded and is capable of meeting the obligations for all participants in its employing units, both active and inactive. The TBG Retirement Income Plan's employing units are responsible for its funding obligations, and the IHS Retirement Income Plan's active employing units, particularly including the Company, are responsible for its funding obligations. The Company has no obligation with respect to the TBG Retirement Income Plan.

2005.03.18.25

Clarification of Accounting and Disclosures

The Company's net periodic pension benefit income and post-retirement benefit expense for the year ended November 30, 2004, properly includes the (before spin-off) results from the multi-employer plans from which IHS's pension and post-retirement plans were spun off. This is noted within Notes 14 and 15 beginning on pages F-25 and F-28, respectively. This is considered appropriate as the spin-offs did not occur until the last day of our fiscal year. Accordingly, the P&L impact of the multi-employer plans is reflected in our P&L until the date of the spin-offs.

Further, the Company's balance sheet as of November 30, 2004, reflects the (after spin-off) prepaid asset and accrued post-retirement benefits liability of just the IHS pension and post-retirement plans, respectively. Although this fact is not explicitly stated within Note 14, the tables reflecting the changes in projected benefit obligation (PBO) and plan assets show the diminution of the PBO and plan assets as a result of the spin off. Similarly, within Note 15, the table reflecting the change in post-retirement benefit obligation shows the reduction of the obligation as a result of the spin-off. This is considered appropriate as the spin-offs occurred on November 30, 2004. Thus, at the end of that day, the Company's balance sheet only reflects the pension asset and post-retirement benefit liability of the IHS pension and post-retirement plans, the only plans for which IHS has any legal obligations at that point in time.

Determination of the Effect of Spin-off

Prior to November 30, 2004, IHS Inc. maintained the prepaid cost for the TBG Retirement Income Plan (RIP). The TBG RIP was comprised of approximately 21 employing units. On November 30, 2004, five of these employing units were spun-off to create the IHS RIP. The remaining employing units represent the ongoing TBG RIP (post spin-off). Post-spin-off, IHS Inc. will only maintain the IHS RIP prepaid cost post spin-off and TBG Inc. will maintain the remaining prepaid cost of the TBG RIP.

The asset transfer for the IHS spin-off effective November 30, 2004 was estimated using fiscal year-end assets and a November 30, 2004 present value of accrued benefits based on January 1, 2004 valuation data. Per Illustration 8 from Q&A 81 under the Guide to Implementation of Statement 87 of Employer Accounting for Pensions, the unrecognized loss was allocated based on the Projected Benefit Obligation. Unrecognized Prior Service Cost has historically been tracked by employing unit so this historical information was preserved. This methodology creates a prepaid balance for the TBG RIP (post-spin-off) and IHS RIP which sum to the prepaid balance for the TBG RIP (pre-spin-off). The difference between the TBG RIP (pre-spin-off) prepaid balance and IHS RIP prepaid balance represents the impact of the spin-off as disclosed.

Reconciliation of Accumulated Other Comprehensive Loss (AOCL)

The AOCL in Note 14 (on page F-28) is pre-tax. To reconcile between Notes 14 and 11, add the "Minimum pension liability adjustments" with the "Foreign currency effect on pension" amounts in Note 11 as follows (amounts in thousands):

Balances, November 30, 2001	$	—
Minimum pension liability adjustment		(2,872	)

Balances, November 30, 2002		(2,872	)
Minimum pension liability adjustment		(1,733	)
Foreign currency effect on pension		(297	)

Balances, November 30, 2003		(4,902	)
Minimum pension liability adjustment		(3,062	)
Foreign currency effect on pension		(565	)

Balances, November 30, 2004	$	(8,529	)

2005.03.18.26

Reconciliation of $25.4 million (page F-24) to $6.0 million (F-5)

Amounts in millions:

What was spun off	Gross			Tax			Net
Pension	$	25.4		$	(9.7	)	$	15.7
OPEB		(15.7	)		6.0			(9.7	)

Total charge to equity							$	6.0

Impact on future operations and liquidity

The prospectus has been revised to reflect the Staff's comment. See page F-27 of Amendment No. 1.

64.: We note that you have reflected significant unrecognized pension losses as of November 30, 2004. The amortization of these costs could reasonably be expected to materially impact future operating results and, therefore, should be discussed in your critical accounting policies.

The Prospectus has been revised to reflect the Staff's comment. See pages 29 of Amendment No. 1.

65.: We note that your pension benefit and the corresponding assets are material to your financial statements. Given the sensitivity of these accounts to changes in subjective accounting estimates, please expand the related critical accounting policy disclosure to quantify the impact of a 50 basis point change in the discount rate on net pension benefit and on the related asset. Please provide similar information for a 50 basis point change in the assumed rate of return on plan assets. Such disclosure is necessary in order for an investor to understand the impact of these critical accounting estimates on your financial statements.

The Prospectus has been revised to reflect the Staff's comment. See page 30 of Amendment No. 1.

66.: We note disclosure that you retained an independent actuarial expert to prepare the calculations related to your employee benefits. If you chose to refer to and identify the independent expert, you should also include the expert's consent when the reference is included in a filing in the 1933 Act environment. We believe reference to such expert in a registration statement requires a consent following Rule 436(b) of Regulation C. Please revise.

Amendment No. 1 has been revised to delete the reference to the Company's independent actuarial firm in its entirety (as an "expert" or otherwise). See page 30. As a result, the Company does not believe that a consent is required to be filed.

Note 18. Segment Information, page F-30

67.: Revise to provide the disclosures required by paragraph 37 of SFAS 131. In this regard, we note you offer different product types (critical information, decision support tools and services).

The Prospectus has been revised to reflect the Staff's comment. See page F-32 of Amendment No. 1.

Note 18. Reorganization and Recapitalization, page F-30

68.: Help us better understand the ownership structure and relationships between you, HAIC US, NV HAIC, Urpasis and Urvanos prior to and subsequent to the transactions that occurred on November 9, 2004 and November 12, 2004. Provide us an explanation of the accounting you followed for each of these transactions and cite the authoritative guidance used.

2005.03.18.27

The ownership structure of the Company has been described in the prospectus on page 4. A diagram has also been included. The relationships between the Company, HAIC US, NV HAIC, Urpasis and Urvanos are also described on page 86 of the prospectus, as well as in "Certain Relationships and Related Transactions—Relationship with Selling Stockholders and TBG."

The transactions include the following:

•: the change in ownership of HAIC U.S., in which HAIC U.S. became a wholly-owned subsidiary of Urpasis Investments Limited and Urvanos Investments Limited;
•: the contribution of substantially all of HAIC U.S.'s assets to the Company in exchange for new shares of its common stock; and
•: the liquidation of HAIC U.S. and its distribution of shares of the Company's new common stock to Urpasis Investments Limited and Urvanos Investments Limited.

Each of these transactions was recorded at historical cost in accordance with guidance provided by SFAS No. 141, Business Combinations, paras. D11-D13, related to transfers of assets between entities under common control.

69.: We note disclosure on page 63 and 65 that refers to your "predecessor company". Please clarify what represents your predecessor company. Clarify whether there was a change in ownership from your predecessor company to the successor company.

The references to our "predecessor company" on pages 63 and 65 have been modified (see pages 69 and 70 of Amendment No. 1). As clarified in the prospectus, Information Handling Services Group Inc. entered into agreements with Mr. Carpenter and Mr. Weil on August 4, 2004 and November 5, 2004, respectively. As of those dates, Information Handling Services Group Inc. was wholly-owned by HAIC Inc., a Delaware corporation, which is currently named IHS Inc.

General

70.: Include a current consent that is complete, with regard to registration number and number of shares.

The Company has included the required consent with Amendment No. 1 and will do so for all future amendments.

Recent Sales of Unregistered Securities

71.: Please briefly advise of the facts that made Rule 701 available to you for the offers and sales made pursuant to the November-December 2004 exchange offer.

The following facts made Rule 701 available for the securities described in the transactions listed on page II-2: (a) at the time of the offers, the Company and its wholly-owned subsidiaries were not subject to the reporting requirements of the Exchange Act and were not investment companies registered, or required to be registered, under the Investment Company Act of 1940; (b) the offers were made pursuant to a written compensatory benefit plan to employees and directors of the Company or its majority-owned subsidiaries; (c) each participant was provided with a copy of the compensatory benefit plan pursuant to which the securities were being offered; and (d) the aggregate amount of securities offered in reliance on Rule 701 during any 12-month period, which is $30.1 million, did not exceed the greater of: (1) 15% of the total assets of the Company measured at the most recent balance sheet date, or $112.9 million (which is 15% of $752.6 million); or (2) 15% of the outstanding amount of the class of securities being offered, or $53.3 million (which is 15% of $355.2 million).

Additionally, in compliance with Rule 701, since the aggregate sales price or amount of securities sold by the Company during certain consecutive 12-month periods exceeded $5 million, each participant was provided with, as applicable, the following, a reasonable period of time before

2005.03.18.28

the dates of the sales: (i) a summary of the material terms of the relevant plan; (ii) information about the risks associated with an investment in the securities sold pursuant to the compensatory benefit plan; and (iii) financial statements required to be furnished by Part F/S of Form 1-A under Regulation A.

Exhibits

72.: Please file any instrument defining the rights of the Class B common stock holders.

The Company hereby undertakes to file its Amended and Restated Certificate of Incorporation, which will define the rights of the Class B common stockholders, as an exhibit to the Registration Statement in a subsequent pre-effective amendment.

73.: To the extent that you have license agreements and/or material agreements with third party suppliers that you are substantially dependent upon, including standard development organizations or independent contractors, please file these agreements as exhibits. See Item 601(b)(10) of Regulation S-K.

The Company has determined that it does not have any additional contracts that are material for purposes of Item 601(b)(10) other than those that have been identified in the Exhibit List to the Registration Statement.

* * *

2005.03.18.29

We appreciate your assistance in this matter. Please do not hesitate to call me at 212-850-8543, or Lucy Fato (212-450-4596) or Mark Schwartz (212-450-4662) of Davis Polk & Wardwell, with any questions you may have with respect to the foregoing. In addition, feel free to contact Michael Sullivan, the Company's CFO, at 303-397-2977 with questions on the accounting responses.

Please acknowledge receipt of this filing by stamping the enclosed copy of this letter and returning it to our messenger who has been instructed to wait.

Very truly yours,

/s/ STEPHEN GREEN

Stephen Green

cc w/o encl.:		Michael J. Sullivan IHS Inc.
		Richard J. Sandler Lucy Fato Mark Schwartz Davis Polk & Wardwell
		Robert Caller Ernst & Young LLP
		Robert S. Risoleo Sullivan & Cromwell LLP

2005.03.18.30

Exhibits

Exhibit A	—	Government Customers
Exhibit B	—	Countries Where Customers are Located
Exhibit C	—	Selected Customers—"Major Global Oil Companies" and "Largest Engineering-Intensive Companies"
Exhibit D	—	Employee Options

2005.03.18.31

Exhibit A

Government Customers (partial listing)

National Governments

AUSTRALIA
BELGUIM
BRAZIL
CANADA
DENMARK
EGYPT
FRANCE
GREECE
INDIA
ISRAEL
ITALY
JAPAN
KOREA
MALAYSIA
NEW ZEALAND
SPAIN
TURKEY
UNITED KINGDOM
UNITED STATES

National Oil Companies (NOCs)

ABU DHABI CO FOR ONSHORE OIL
AL FURAT PETROLEUM CO.
AL-KHAFJI JOINT OPERATIONS
CHINESE PETROLEUM CORP
CNODC
CNOOC SOUTH EAST SUMATRA
CNR INTERNATIONAL (UK) LTD
EMPRESA ENERGY
EPAD SA
IOGPT
IOGPT ONGC GOVT OF INDIA
JAPAN O G & METALS NAT CORP
KOREA NATIONAL OIL CORP
KUFPEC
KUWAIT OIL CO
LUKOIL
NATIONAL OIL CO—ANP
NATIONAL OIL CO LIBYA
OIL & NATURAL GAS CORP
ONGC
PDVSA PETROLEO Y GAS S A
PETROBRAS
PETROCHINA INTERNATIONAL
PETROGAL EXPLORACAO LDA
PETRONAS
POLSKIE GORNICTWO NAFTOWE I GAZOWNICTWO SA
QATAR PETROLEUM
RVO ZARUBEZHNEFTJ
SASOL PETROLEUM INTERNATL PTY
SAUDI ARABIAN OIL CO
SAUDI ARAMCO
SIPETROL
SONATRACH
TPAO
VIETSOVPETRO
YUGANSKNOFTEGAS
YUKOS EP LIMITED

2005.03.18.32

Government Customers (partial listing)
(cont.)

Local Government/Agencies

ARKANSAS OIL & GAS COMMISSION
BAHRAIN NATIONAL OIL
BARTON COUNTY APPRAISER
BRITISH COLUMBIA MINISTRY OF ENERGY & MINES
BRITISH GEOLOGICAL SURVEY
US BUREAU OF GEOLOGY
US BUREAU OF INDIAN AFFAIRS
US BUREAU OF LAND MANAGEMENT
CANADIAN FOREST SERVICE
CITY OF CALGARY
COLORADO GEOLOGICAL SURVEY
COLORADO O&G CONSERVATION COMM
COLORADO SCHOOL OF MINES
COMISION NACIONAL DE ENERGIA
COMMONWEALTH SECRETARIAT
COUNTY OF KERN
COUNTY OF LETHBRIDGE
CYPRESS COUNTY
DALLAS PUBLIC LIBRARY INC
DEPARTMENT OF TRADE & INDUSTRY
DERNICK RESOURCES INC
EASTERN IRRIGATION DISTRICT
ECNONIC DEVELOPMENT INSTITUTE
ECOPETROL
ECTOR COUNTY APPRAISAL DIST
EDELEN PRODUCTION SERVICES
ENERGY & GEOSCIENCE INSTITUTE
FLAGSTAFF COUNTY
GOVERNMENT OF MALTA
GRANT COUNTY APPRAISER
HELLENIC PETROLEUM
ILLINOIS STATE GEOL SURVEY
INSTITUT FRANCAIS DU PETROLE
INSTITUTE MEXICANO DEL PETROLE
INSTITUTE OF ENERGY ECONOMICS
INSTITUTO NICARAGUENSE DE ENER
INTERNATIONAL ENERGY AGENCY
JAPAN ENERGY DEVELOPMENT CO
JICARILLA APACHE TRIBE
KANSAS GEOLOGICAL SOCIETY
KUWAIT FOREIGN PETRO EXPL
LA COUNTY ASSESSOR
LEDUC COUNTY
MEXICAN PETROLEUM INSTITUTE
MIDWESTERN STATE UNIVERSITY
MINERALS MANAGEMENT SERVICES
MINISTRY OF ECONOMIC DEVELOPMENT

MINISTRY OF MINES
MINISTRY OF PETRO & MIN RES
MINISTRY OF PETROLEUM
MIOCENE MINERALS
MIRADOR EXPLORATION CO
MONTGOMERY COUNTY APPRAISER
MOUNTAIN VIEW COUNTY
US STATE DEPT.
NAVAL SURFACE WARFARE CENTER
NEW ZEALAND CROWN MINERALS
OKLAHOMA COUNTY
PEMEX EXPL GERENCIA DE PROD
PETROCI USA INC
PETRO-DOME RESOURCES LLC
PETROVIETNAM
RAAF AERONAUTICAL INFORMATION
RACE ROCKS RESOURCES LTD
RUSH COUNTY APPRAISER
SAN JUAN COLLEGE
SASKATCHEWAN RESEARCH COUNCIL
SITA
SNH CAMEROON
SONANGOL
SOUTHERN UTE INDIAN TRIBE
SPECIAL AREAS BOARD
STATCO INC
STATE OF ALASKA
STATE OF ARKANSAS GEO COMM
STATE OF LA SEVERANCE TAX DIV
STATE OF MONTANA
STATE OF WYOMING
TEXAS GENERAL LAND OFFICE
U.S. NAVAL DEFENSE/NAVAL WARFARE
UNIV OF TEXAS/AUSTIN
UNIVERSITY OF ALASKA FAIRBANKS
UNIVERSITY OF ALBERTA
UNIVERSITY OF OKLAHOMA
UNIVERSITY OF TEXAS AUSTIN
UNIVERSITY OF TULSA
UNIVERSITY OF WATERLOO
US DEPT OF ENERGY
US GEOLOGICAL SURVEY
UTAH GEOLOGICAL SURVEY
VULCAN COUNTY
WASHITA VALLEY ABSTRACT CO
WRIGHT STATE UNIVERSITY
WYOMING STATE GEO SURVEY

2005.03.18.33

Exhibit B

Countries Where Customers are Located

ALGERIA
ANGOLA
ARGENTINA
AUSTRALIA
AUSTRIA
AZERBAIJAN
BAHRAIN
BANGLADESH
BARBADOS
BELGIUM
BOLIVIA
BOSNIA & HERZEGOVINA
BOTSWANA
BRAZIL
BRUNEI
BULGARIA
CAMBODIA
CAMAROUN
CANADA
CHILE
CHINA
COLOMBIA
COTE D'IVOIRE
CROATIA
CZECH REPUBLIC
DEMOCRATIC REP. OF CONGO
DENMARK
DOMINICAN REPUBLIC
ECUADOR
EGYPT
ESTONIA
ERITREA
ETHIOPIA
FINLAND
FRANCE
GABON
GEORGIA, REPUBLIC OF
GERMANY
GREECE
GUATEMALA
GUYANA
HUNGARY
INDIA
INDONESIA
IRELAND
ISRAEL
ITALY
JAPAN
JORDAN
KAZAKHSTAN
KENYA
KOREA
KUWAIT
LATVIA
LEBANON
LA PAZ BOLIVIA
LIBYA
LUXEMBOURG
MACEDONIA
MADAGASCAR
MALAYSIA
MALTA
MEXICO
MOROCCO
MOZAMBIQUE
MUMBAI
MYANMAR
NAMIBIA
NETHERLANDS
NEW ZEALAND
NICARAGUA
NIGERIA
NORWAY
OMAN
PAKISTAN
PARAGUAY
PEOPLES REPUBLIC OF CHINA
PERU
PHILIPPINES
POLAND

PORUGAL
QATAR
QUITO ECUADOR
REPUBIC OF YEMEN
REPUBLIC OF IRELAND
REPUBLIC OF SOUTH AFRICA
REPUBLIQUE DU CONGO
ROMANIA
RUSSIA
SAUDI ARABIA
SCOTLAND
SENEGAL
SERBIA AND MONTENEGRO
SINGAPORE
SLOVAKIA
SOUTH AFRICA
SPAIN
SRI LANKA
SUDAN
SULTANANTE OF OMAN
SWEDEN
SWITZERLAND
SYRIA
TAIWAN
TANZANIA
THAILAND
THE NETHERLANDS
TRINIDAD & TOBAGO
TUNISIA
TURKEY
TURKMENISTAN
UKRAINE
UNITED ARAB EMIRATES
UNITED KINGDOM
URUGUAY
UZBEKISTAN
VENEZUELA
VIETNAM
YEMEN

2005.03.18.34

Exhibit C

"Major Global Oil Companies"	"Largest Engineering-Intensive Companies"
BP PLC	3M CO (MN MINING & MFG)	INTEL CORP
CHEVRONTEXACO CORP	ADVANCED MICRO DEVICES	ITT INDUSTRIES INC
CONOCOPHILLIPS	AGILENT TECH	JACOBS ENGRG GROUP
DUKE ENERGY CORP	AIR PRODUCTS & CHEMICAL	JOHNSON CONTROLS INC
ENI SPA	AMERICAN ELECTRIC POWER	L3 COMMUNICATIONS
EXXONMOBIL CORP	AMR CORP	LEAR CORP
IMPERIAL OIL CO	APPLIED MATERIALS INC	LOCKHEED MARTIN CORP
SEPCO	ARVINMERITOR INC	LUCENT TECHNOLOGIES
SIEP BV	AT&T CO	MEDTRONIC INC
SUNOCO	BALL CORPORATION	MICROSOFT CORPORATION
TNK NIZHNEVARTOVSK	BERKSHIRE HATHAWAY	MOTOROLA INC
TOTAL SA	BOEING COMPANY	NORTHROP GRUMMAN CORP
	BOISE CASCADE CORP	NORTHWEST AIRLINES
	CATERPILLAR INC	OCCIDENTAL PETROLEUM
	COLLINS & AIKMAN CORP	PACCAR INC
	COMPUTER SCIENCES CORP	PARKER HANNIFIN CORP
	CONSTELLATION POWER	PG&E CORP
	CUMMINS ENGINE CO INC	PPG INDUSTRIES, INC
	DANA CORP	PRAXAIR INC
	DEERE & COMPANY	PUBLIC SVC ENTERPRISE
	DELPHI CORP	QUALCOMM INC
	DOMINION RESOURCES INC	RAYTHEON COMPANY
	DOW CHEMICAL CO	ROCKWELL COLLINS
	DYNEGY INC	SCIENCE APPLICATIONS
	EATON CORP	SHAW GROUP UK LTD
	EXELON CORP	SOUTHERN COMPANY INC
	FEDERAL EXPRESS CORP	SUN MICROSYSTEMS INC
	FIRST ENERGY CORP	TEXAS INSTRUMENTS
	FLUOR CORP	TEXTRON INC
	GENERAL DYNAMICS CORP	TXU
	GENERAL ELECTRIC (GE)	UNISYS CORPORATION
	GENERAL MOTORS CORP	UNITED TECHNOLOGIES CORP
	GOODRICH CORP	VALERO ENERGY
	GUIDANT CORP	VERIZON COMMUNICATIONS
	HALLIBURTON COMPANY	WISCONSIN ENERGY CORP
	HEWLETT PACKARD CO	XCEL ENERGY
	HONEYWELL INTL INC	XEROX CORP
	IBM

2005.03.18.35

Exhibit D

	First	Last	Grant Date	Exercise Price		No. Options	Relationship
1	*	*	Mar-04	$	9.00	1,500	Employee
2	*	*	Mar-04	$	9.00	2,000	Employee
3	*	*	Mar-04	$	9.00	20,000	Employee
4	*	*	Mar-04	$	9.00	60,000	Employee
5	*	*	Mar-04	$	9.00	5,000	Employee
6	*	*	Mar-04	$	9.00	5,000	Employee
7	*	*	Mar-04	$	9.00	4,000	Employee
8	*	*	Mar-04	$	9.00	1,500	Employee
9	*	*	Mar-04	$	9.00	2,000	Employee
10	*	*	Mar-04	$	9.00	1,000	Employee
11	*	*	Mar-04	$	9.00	3,000	Employee
12	*	*	Mar-04	$	9.00	1,000	Employee
13	*	*	Mar-04	$	9.00	1,500	Employee
14	*	*	Mar-04	$	9.00	2,000	Employee
15	*	*	Mar-04	$	9.00	5,000	Employee
16	*	*	Mar-04	$	9.00	2,000	Employee
17	*	*	Mar-04	$	9.00	5,000	Employee
18	*	*	Mar-04	$	9.00	2,000	Employee
19	*	*	Mar-04	$	9.00	3,000	Employee
20	*	*	Mar-04	$	9.00	3,000	Employee
21	*	*	Mar-04	$	9.00	5,000	Employee
22	*	*	Mar-04	$	9.00	10,000	Employee
23	*	*	Mar-04	$	9.00	2,000	Employee
24	*	*	Mar-04	$	9.00	25,000	Employee
25	*	*	Mar-04	$	9.00	10,000	Employee
26	*	*	Mar-04	$	9.00	6,000	Employee
27	*	*	Mar-04	$	9.00	6,000	Employee
28	*	*	Mar-04	$	9.00	20,000	Employee
29	*	*	Mar-04	$	9.00	2,000	Employee
30	*	*	Mar-04	$	9.00	20,000	Employee
31	*	*	Mar-04	$	9.00	1,000	Employee
32	*	*	Mar-04	$	9.00	5,000	Employee
33	*	*	Mar-04	$	9.00	4,000	Employee
34	*	*	Mar-04	$	9.00	10,000	Employee
35	*	*	Mar-04	$	9.00	12,000	Employee
36	*	*	Mar-04	$	9.00	3,500	Employee
37	*	*	Mar-04	$	9.00	2,000	Employee
38	*	*	Mar-04	$	9.00	35,000	Employee
39	*	*	Mar-04	$	9.00	40,000	Employee
40	*	*	Mar-04	$	9.00	15,000	Employee
41	*	*	Mar-04	$	9.00	4,000	Employee
42	*	*	Mar-04	$	9.00	3,000	Employee
43	*	*	Mar-04	$	9.00	10,000	Employee
44	*	*	Mar-04	$	9.00	3,000	Employee
45	*	*	Mar-04	$	9.00	1,000	Employee
46	*	*	Mar-04	$	9.00	1,000	Employee
47	*	*	Mar-04	$	9.00	60,000	Employee
48	*	*	Mar-04	$	9.00	2,000	Employee
49	*	*	Mar-04	$	9.00	2,000	Employee
50	*	*	Mar-04	$	9.00	4,000	Employee
51	*	*	Mar-04	$	9.00	40,000	Employee
52	*	*	Mar-04	$	9.00	3,000	Employee
53	*	*	Mar-04	$	9.00	2,000	Employee
54	*	*	Mar-04	$	9.00	15,000	Employee
55	*	*	Mar-04	$	9.00	1,000	Employee

2005.03.18.36

56	*	*	Mar-04	$	9.00	25,000	Employee
57	*	*	Mar-04	$	9.00	1,000	Employee
58	*	*	Mar-04	$	9.00	3,000	Employee
59	*	*	Mar-04	$	9.00	30,000	Employee
60	*	*	Mar-04	$	9.00	30,000	Employee
61	*	*	Mar-04	$	9.00	1,000	Employee
62	*	*	Mar-04	$	9.00	4,000	Employee
63	*	*	Mar-04	$	9.00	6,000	Employee
64	*	*	Mar-04	$	9.00	2,000	Employee
65	*	*	Mar-04	$	9.00	10,000	Employee
66	*	*	Mar-04	$	9.00	1,000	Employee
67	*	*	Mar-04	$	9.00	7,500	Employee
68	*	*	Mar-04	$	9.00	1,000	Employee
69	*	*	Mar-04	$	9.00	15,000	Employee
70	*	*	Mar-04	$	9.00	10,000	Employee
71	*	*	Mar-04	$	9.00	5,000	Employee
72	*	*	Mar-04	$	9.00	2,000	Employee
73	*	*	Mar-04	$	9.00	3,500	Employee
74	*	*	Mar-04	$	9.00	35,000	Employee
75	*	*	Mar-04	$	9.00	9,000	Employee
76	*	*	Mar-04	$	9.00	5,000	Employee
77	*	*	Mar-04	$	9.00	10,000	Employee
78	*	*	Mar-04	$	9.00	30,000	Employee
79	*	*	Mar-04	$	9.00	3,000	Employee
80	*	*	Mar-04	$	9.00	2,000	Employee
81	*	*	Mar-04	$	9.00	2,000	Employee
82	*	*	Mar-04	$	9.00	3,000	Employee
83	*	*	Mar-04	$	9.00	2,000	Employee
84	*	*	Mar-04	$	9.00	2,000	Employee
85	*	*	Mar-04	$	9.00	10,000	Employee
86	*	*	Mar-04	$	9.00	4,000	Employee
87	*	*	Mar-04	$	9.00	10,000	Employee
88	*	*	Mar-04	$	9.00	2,000	Employee
89	*	*	Mar-04	$	9.00	2,000	Employee
90	*	*	Mar-04	$	9.00	5,000	Employee
91	*	*	Mar-04	$	9.00	15,000	Employee
92	*	*	Mar-04	$	9.00	10,000	Employee
93	*	*	Mar-04	$	9.00	8,000	Employee
94	*	*	Mar-04	$	9.00	8,000	Employee
95	*	*	Mar-04	$	9.00	3,000	Employee
96	*	*	Mar-04	$	9.00	10,000	Employee
97	*	*	Mar-04	$	9.00	3,000	Employee
98	*	*	Mar-04	$	9.00	2,000	Employee
99	*	*	Mar-04	$	9.00	15,000	Employee
100	*	*	Mar-04	$	9.00	8,000	Employee
101	*	*	Mar-04	$	9.00	2,000	Employee
102	*	*	Mar-04	$	9.00	2,000	Employee
103	*	*	Mar-04	$	9.00	2,000	Employee
104	*	*	Mar-04	$	9.00	50,000	Employee
105	*	*	Mar-04	$	9.00	1,600	Employee
106	*	*	Mar-04	$	9.00	3,000	Employee
107	*	*	Mar-04	$	9.00	8,000	Employee
108	*	*	Mar-04	$	9.00	100,000	Employee
109	*	*	Mar-04	$	9.00	1,000	Employee
110	*	*	Mar-04	$	9.00	2,000	Employee
111	*	*	Mar-04	$	9.00	2,000	Employee

2005.03.18.37

112	*	*	Mar-04	$	9.00	15,000	Employee
113	*	*	Mar-04	$	9.00	1,000	Employee
114	*	*	Mar-04	$	9.00	1,000	Employee
115	*	*	Mar-04	$	9.00	2,000	Employee
116	*	*	Mar-04	$	9.00	20,000	Employee
117	*	*	Mar-04	$	9.00	1,000	Employee
118	*	*	Mar-04	$	9.00	5,000	Employee
119	*	*	Mar-04	$	9.00	50,000	Employee
120	*	*	Mar-04	$	9.00	2,000	Employee
121	*	*	Mar-04	$	9.00	1,000	Employee
122	*	*	Mar-04	$	9.00	5,000	Employee
123	*	*	Mar-04	$	9.00	5,000	Employee
124	*	*	Mar-04	$	9.00	2,000	Employee
125	*	*	Mar-04	$	9.00	150,000	Employee
126	*	*	Mar-04	$	9.00	10,000	Employee
127	*	*	Mar-04	$	9.00	2,000	Employee
128	*	*	Mar-04	$	9.00	2,000	Employee
129	*	*	Mar-04	$	9.00	1,000	Employee
130	*	*	Mar-04	$	9.00	2,000	Employee
131	*	*	Mar-04	$	9.00	3,000	Employee
132	*	*	Mar-04	$	9.00	2,000	Employee
133	*	*	Mar-04	$	9.00	1,500	Employee
134	*	*	Mar-04	$	9.00	20,000	Employee
135	*	*	Mar-04	$	9.00	2,000	Employee
136	*	*	Mar-04	$	9.00	2,000	Employee
137	*	*	Mar-04	$	9.00	1,000	Employee
138	*	*	Mar-04	$	9.00	5,000	Employee
139	*	*	Mar-04	$	9.00	2,500	Employee
140	*	*	Mar-04	$	9.00	1,000	Employee
141	*	*	Mar-04	$	9.00	35,000	Employee
142	*	*	Mar-04	$	9.00	3,500	Employee
143	*	*	Mar-04	$	9.00	4,000	Employee
144	*	*	Mar-04	$	9.00	35,000	Employee
145	*	*	Mar-04	$	9.00	2,000	Employee
146	*	*	Mar-04	$	9.00	5,000	Employee
147	*	*	Mar-04	$	9.00	2,000	Employee
148	*	*	Mar-04	$	9.00	5,000	Employee
149	*	*	Mar-04	$	9.00	1,000	Employee
150	*	*	Mar-04	$	9.00	25,000	Employee
151	*	*	Mar-04	$	9.00	3,000	Employee
152	*	*	Mar-04	$	9.00	6,000	Employee
153	*	*	Mar-04	$	9.00	3,000	Employee
154	*	*	Mar-04	$	9.00	2,000	Employee
155	*	*	Mar-04	$	9.00	1,000	Employee
156	*	*	Mar-04	$	9.00	3,000	Employee
157	*	*	Mar-04	$	9.00	3,000	Employee
158	*	*	Mar-04	$	9.00	1,000	Employee
159	*	*	Mar-04	$	9.00	10,000	Employee
160	*	*	Mar-04	$	9.00	2,000	Employee
161	*	*	Mar-04	$	9.00	70,000	Employee
162	*	*	Mar-04	$	9.00	3,500	Employee
163	*	*	Mar-04	$	9.00	3,000	Employee
164	*	*	Mar-04	$	9.00	1,000	Employee
165	*	*	Mar-04	$	9.00	3,000	Employee
166	*	*	Mar-04	$	9.00	3,500	Employee
167	*	*	Mar-04	$	9.00	1,000	Employee

2005.03.18.38

168	*	*	Mar-04	$	9.00	4,000	Employee
169	*	*	Mar-04	$	9.00	3,000	Employee
170	*	*	Mar-04	$	9.00	1,000	Employee
171	*	*	Mar-04	$	9.00	2,000	Employee
172	*	*	Mar-04	$	9.00	1,000	Employee
173	*	*	Mar-04	$	9.00	2,000	Employee
174	*	*	Mar-04	$	9.00	2,000	Employee
175	*	*	Mar-04	$	9.00	40,000	Employee
176	*	*	Mar-04	$	9.00	20,000	Employee
177	*	*	Mar-04	$	9.00	6,000	Employee
178	*	*	Mar-04	$	9.00	10,000	Employee
179	*	*	Mar-04	$	9.00	3,000	Employee
180	*	*	Mar-04	$	9.00	1,000	Employee
181	*	*	Mar-04	$	12.00	250,000	Employee
182	*	*	Sep-04	$	9.42	25,000	Employee
183	*	*	Sep-04	$	9.42	50,000	Employee
Granted and Forfeited in Same Year

	First	Last	Grant Date	Exercise Price		No. Options	Relationship
1	*	*	Mar-04	$	9.00	10,000	Employee
2	*	*	Mar-04	$	9.00	5,000	Employee
3	*	*	Mar-04	$	9.00	1,000	Employee
4	*	*	Mar-04	$	9.00	1,000	Employee
5	*	*	Mar-04	$	9.00	1,000	Employee
6	*	*	Mar-04	$	9.00	2,000	Employee
7	*	*	Mar-04	$	9.00	1,000	Employee
8	*	*	Mar-04	$	9.00	3,000	Employee
9	*	*	Mar-04	$	9.00	1,000	Employee
10	*	*	Mar-04	$	9.00	1,000	Employee
11	*	*	Mar-04	$	9.00	3,000	Employee
12	*	*	Mar-04	$	9.00	2,000	Employee
13	*	*	Mar-04	$	9.00	1,000	Employee
14	*	*	Mar-04	$	9.00	2,000	Employee
15	*	*	Mar-04	$	9.00	2,500	Employee
16	*	*	Mar-04	$	9.00	70,000	Employee

2005.03.18.39

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