IHS Inc. (Form: S-1/A, Received: 05/20/2005 17:15:54)

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As filed with the Securities and Exchange Commission on May 20, 2005

Registration No. 333-122565

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

AMENDMENT
NO. 4 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

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 May 20, 2005.

15,325,000 Shares

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 5,325,000 of the shares to be sold in the offering. Urvanos Investments Limited and Urpasis Investments Limited, the selling stockholders, are offering an additional 10,000,000 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 $14.50 and $16.50. The Class A common stock has been approved for listing 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 88.3% of the voting power of IHS's outstanding capital stock (which represents approximately 66.8% of the overall economic interest).

See "Risk Factors" beginning on page 12 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 15,325,000 shares of Class A common stock, the underwriters have the option to purchase up to an additional 1,724,063 shares from IHS and 574,687 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.

Inside front cover

The IHS Inc. logo appears at the top of the inside front cover. Below the logo are two rows of three photographs depicting each of the industries we serve. The words "Energy", "Defense", "Aerospace", "Construction", "Electronics" and "Automotive" appear clockwise, one at the bottom of each photograph, from the top left to the bottom left.

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 12. 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 2,400 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 some of the 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.

Private Placement

In April 2005, we agreed to sell in a private placement an aggregate of $75 million of shares of our Class A common stock at the initial public offering price to investment entities affiliated with General Atlantic LLC. The closing of this private placement will occur simultaneously with the closing of this offering. We also appointed Steven A. Denning, the Chairman and Managing Director of General Atlantic, to our board of directors in April 2005.

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 and the General Atlantic private placement:

(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 (assuming the underwriters do not exercise their option to purchase additional shares), Urvanos Investments Limited will own 5,937,500 shares of our Class A common stock and 13,750,000 shares of our Class B common stock, representing approximately 75.1% of the voting power of the outstanding common stock in the aggregate (compared to 29.2% of the overall economic interest).
(4): After the offering (assuming the underwriters do not exercise their option to purchase additional shares), General Atlantic will own 4,838,710 shares of our Class A common stock assuming an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus, representing approximately 2.5% of the voting power of the outstanding common stock (compared to 7.2% of the overall economic interest).
(5): After the offering (assuming the underwriters do not exercise their option to purchase additional shares), Urpasis Investments Limited will own 25,312,500 shares of our Class A common stock, representing approximately 13.2% of the voting power of the outstanding common stock (compared to 37.6% of the overall economic interest).

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	5,325,000 shares (7,049,063 shares if the underwriters exercise in full their option to purchase additional shares)
	By the selling stockholders	10,000,000 shares (10,574,687 shares if the underwriters exercise in full their option to purchase additional shares)
	Total Class A common stock offered	15,325,000 shares (17,623,750 shares if the underwriters exercise in full their option to purchase additional shares)
Class A common stock to be outstanding after this offering		53,567,710 shares (55,291,773 shares if the underwriters exercise in full their option to purchase additional shares)
Class B common stock to be outstanding after this offering		13,750,000 shares
Total common stock to be outstanding after this offering		67,317,710 shares (69,041,773 shares if the underwriters exercise in full their option to purchase additional 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 $73.4 million, or $98.4 million if the underwriters exercise in full their option to purchase additional shares, in each case, assuming an initial public offering price of $15.50 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. In addition, we expect to receive $70.3 million, after deducting placement fees, from our private placement of shares to General Atlantic. See "—Private Placement." We intend to use our net proceeds from this offering and the General Atlantic private placement to execute our growth strategies, including to expand our business into new markets, to enhance our offerings and for potential acquisitions, and for other general corporate purposes. We will not receive any proceeds from the sale of shares by the selling stockholders.
New York Stock Exchange symbol		"IHS"

The number of shares of Class A common stock to be outstanding after this offering includes 4,838,710 shares of Class A common stock that General Atlantic has agreed to purchase in a private placement (assuming an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus). The outstanding share information appearing above is based on the number of shares that were issued and outstanding as of February 28, 2005. Unless we specifically state otherwise, the information in this prospectus does not reflect:

•: 1,271,220 shares of our Class A common stock underlying deferred stock units outstanding on February 28, 2005. The deferred stock units 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 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 deferred stock units (see "Management—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Directors and Certain Employees");
•: 839,267 shares of our Class A common stock to be granted to our officers and employees as of the completion of the offering in the form of performance shares, performance unit awards, restricted shares or restricted stock unit awards (see "Management—Equity Compensation Plans—Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan");
•: 2,731,513 shares of our Class A common stock available for issuance under the amended and restated 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 the date of this prospectus, there were no options outstanding under this plan);
•: 1,000,000 shares of our Class A common stock available for issuance under the IHS Inc. Employee Stock Purchase Plan. We anticipate that the first purchase period will begin on September 1, 2005, with a purchase price equal to 100% of the fair market value of the shares on the last day of the purchase period, and that shares to fulfill our obligations for that purchase period will be purchased in the open market; and
•: the exercise by the underwriters of their option to purchase additional shares of our Class A common stock in this offering.

As of February 28, 2005, we had 43,404,000 shares of Class A common stock and 13,750,000 shares of Class B common stock outstanding. The 43,404,000 shares of Class A common stock outstanding included 2,063,167 restricted shares of Class A common stock that were not vested as of such date.

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 unaudited condensed consolidated financial statements, including the notes thereto, included in this prospectus. Results for the three months ended February 28, 2005 are not necessarily indicative of the results expected for the fiscal year ended November 30, 2005 or any other future period.

													Three Months Ended
				Years Ended November 30,									Three Months Ended
				Years Ended November 30,									February 29, 2004			February 28, 2005
				2002(1)			2003			2004			February 29, 2004			February 28, 2005
				(In thousands)
Statement of Operations Data:
Revenue:
	Products			$	304,575		$	311,602		$	352,949		$	83,941		$	97,379
	Services				34,336			34,238			41,602			7,433			19,658

		Total revenue			338,911			345,840			394,551			91,374			117,037

Operating expenses:
	Cost of revenue:
		Products			139,592			133,166			152,764			35,937			43,336
		Services			25,576			27,783			29,643			6,440			12,511
		Compensation expense related to equity awards(2)			—			—			4,437			—			79

			Total cost of revenue		165,168			160,949			186,844			42,377			55,926
		Selling, general and administrative			117,837			119,986			137,394			31,698			40,799
		Depreciation and amortization			9,352			8,943			9,882			2,286			2,967
		Compensation expense related to equity awards(2)			—			—			17,368			—			1,195
		Gain on sales of assets, net			(2,660	)		(245	)		(5,532	)		(4,458	)		(617	)
		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	)		(1,448	)		(931	)
		Earnings in unconsolidated subsidiaries			(2,934	)		(3,196	)		(437	)		(367	)		(28	)
		Other expense (income), net			(1,062	)		1,105			3,158			2,155			(319	)

			Total operating expenses		281,793			279,551			344,858			72,243			98,992

Operating income					57,118			66,289			49,693			19,131			18,045
	Impairment of investment in affiliate				(7,900	)		—			—			—			—
	Gain on sale of investment in affiliate				—			—			26,601			—			—
	Interest income				1,043			1,359			1,140			79			718
	Interest expense				(3,535	)		(1,104	)		(450	)		(4	)		(502	)

		Non-operating income (expense), net			(10,392	)		255			27,291			75			216

Income before income taxes and minority interests					46,726			66,544			76,984			19,206			18,261
Provision for income taxes					(16,775	)		(23,935	)		(15,395	)		(6,473	)		(5,135	)

Income before minority interests					29,951			42,609			61,589			12,733			13,126
Minority interests					(23	)		(46	)		(275	)		(4	)		7

Net income				$	29,928		$	42,563		$	61,314		$	12,729		$	13,133

Balance Sheet Data (as of period end):
Cash and cash equivalents				$	11,941		$	24,051		$	124,452		$	33,131		$	132,715
Total assets					581,291			620,113			752,644			655,554			768,858
Total long-term debt and capital leases					44,081			725			607			699			365
Total stockholders' equity					304,565			360,765			421,051			374,105			435,439
Cash Flow and Other Financial Data:
Net cash provided by (used in):
	Operating activities			$	74,735		$	60,145		$	66,980		$	25,770		$	11,121
	Investing activities				(2,659	)		(4,935	)		34,603			(17,012	)		(2,754	)
	Financing activities				(71,265	)		(44,153	)		(2,000	)		(16	)		(17	)
EBITDA(3)					58,547			75,186			85,901			21,413			21,019
Adjusted EBITDA(3)					59,879			66,950			71,754			15,507			20,745

(1): During 2002, we disposed of several non-core businesses. The combined results of the divested businesses impacted our operating income for the years ended November 30, 2002 through 2004 and the three months ended February 29, 2004 and February 28, 2005 as set forth below:

									Three Months Ended
		Years Ended November 30,							Three Months Ended
		Years Ended November 30,							February 29, 2004		February 28, 2005
		2002			2003		2004		February 29, 2004		February 28, 2005
									(Unaudited)
		(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 Condensed 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 for the year ended November 30, 2004 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:

							Three Months Ended
	Years Ended November 30,						Three Months Ended
	Years Ended November 30,						February 29, 2004		February 28, 2005
	2002		2003		2004		February 29, 2004		February 28, 2005
							(Unaudited)
	(In thousands)
Cost of products revenue	$	—	$	—	$	170	$	—	$	79
Cost of services revenue		—		—		4,267		—		—
Selling, general and administrative.		—		—		17,368		—		1,195

	$	—	$	—	$	21,805	$	—	$	1,274

(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 non-cash items, gains and losses on sales of assets and investments and other items that management does not utilize in assessing our operating performance. Management believes that it is useful to eliminate these items (as well as net interest, taxes, depreciation, and amortization, as noted above) because it allows management to focus on what it deems to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. As a result, internal management reports used during monthly operating reviews feature the EBITDA and adjusted EBITDA metrics. However, management uses these metrics in conjunction with traditional GAAP operating

performance measures as part of its overall assessment of company performance and therefore does not place undue reliance on these measures as its only measures of operating performance.

: EBITDA and adjusted EBITDA are also used by research analysts, investment bankers and lenders to assess our operating performance. For example, a measure similar to EBITDA is required 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. However, these measures can still be useful in evaluating our performance against our peer companies because management believes the measures provide users with valuable insight into key components of GAAP amounts. For example, a company with greater GAAP net income may not be as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, eliminating the effects of interest income and expense reduces the impact of a company's capital structure on its performance. In addition, removing the provision for income taxes from EBITDA permits users to assess returns on a pre-tax basis.
: All of the items included in the reconciliation from net income to adjusted EBITDA are either (i) non-cash items ( e.g., depreciation, amortization and impairment of investment in affiliate) or (ii) items that management does not consider to be useful in assessing our operating performance ( e.g., income taxes and gain on sale of assets). In the case of the non-cash items, management believes that investors can better assess our operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect our ability to generate free cash flow or invest in our business. For example, by eliminating depreciation and amortization from EBITDA, users can compare operating performance without regard to different accounting determinations such as useful life. In the case of the other items, management believes that investors can better assess operating performance if the measures are presented without these items because their financial impact does not reflect ongoing operating performance. For example, our net gains on sales of assets and our gain on sale of investment in affiliate during the 2002 to 2004 period relate to sales of specific non-core assets.
: 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:

											Three Months Ended
		Years Ended November 30,									Three Months Ended
		Years Ended November 30,									February 29, 2004			February 28, 2005
		2002			2003			2004			February 29, 2004			February 28, 2005
											(Unaudited)
		(In thousands)
Net income		$	29,928		$	42,563		$	61,314		$	12,729		$	13,133
Interest income			(1,043	)		(1,359	)		(1,140	)		(79	)		(718	)
Interest expense			3,535			1,104			450			4			502
Provision for income taxes			16,775			23,935			15,395			6,473			5,135
Depreciation and amortization			9,352			8,943			9,882			2,286			2,967

	EBITDA		58,547			75,186			85,901			21,413			21,019
Compensation expense related to equity awards			—			—			21,805			—			1,274
Impairment of assets			8,556			567			1,972			—			—
Net periodic pension and post-retirement benefits			(10,866	)		(8,558	)		(5,791	)		(1,448	)		(931	)
Impairment of investment in affiliate			7,900			—			—			—			—
Recovery of investment			(1,598	)		—			—			—			—
Gain on sales of assets, net			(2,660	)		(245	)		(5,532	)		(4,458	)		(617	)
Gain on sale of investment in affiliate			—			—			(26,601	)		—			—

	Adjusted EBITDA	$	59,879		$	66,950		$	71,754		$	15,507		$	20,745

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 and civil unrest;
•: restrictions or limitations on outsourcing contracts or services abroad;
•: 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." We intend to expand our sales and marketing operations to include certain emerging markets, such as China, Russia, and India. Expanding our business into emerging markets may present additional risks beyond those associated with more developed international markets. For example, in China and Russia, we may encounter risks associated with the ongoing transition from state business ownership to privatization. In any emerging market, we may face the risks of working in cash-based economies, dealing with inconsistent government policies, and encountering sudden currency revaluations. Meanwhile, we are currently planning to enter into agreements with companies in India to act as independent contractors to engage in data entry, programming, indexing, and testing. By doing so we must prepare for the risks that one or more independent contractors may perform work that deviates from our standards or that we may not be able to adequately monitor and control access to and use of our intellectual property.

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 promoted to President and Chief Executive Officer of our company in October 2004. 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 and the private placement to General Atlantic, 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 58.3% of our Class A common stock, representing approximately 88.3% of the voting power of our outstanding capital stock in the aggregate (compared to 66.8% 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.

Under Delaware law, the directors of a corporation owe fiduciary duties to all stockholders of the corporation, not just to the controlling stockholders. In addition, a majority of our board of directors is "independent" of management, as defined by the New York Stock Exchange rules and regulations. However, in light of the significant control that Urvanos Investments Limited, the Class B stockholder, will have over all matters requiring stockholder approval (including the election of directors), no assurances can be provided that these protections will prevent actions that may be viewed as adverse to the Class A stockholders.

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 and the private placement to General Atlantic, we will have outstanding 53,567,710 shares of Class A common stock and 13,750,000 shares of Class B common stock, assuming an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus. The selling stockholders will continue to own 31,250,000 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. In addition, investment entities affiliated with General Atlantic will own 4,838,710 shares of Class A common stock after the offering, assuming an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus. See "Shares Eligible for Future Sale—Registration Rights." The sale by the selling stockholders or General Atlantic 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, the General Atlantic entities and our directors and executive officers have agreed with the underwriters, subject to limited exceptions, 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"). The General Atlantic entities have also agreed with us, subject to limited exceptions, not to sell or otherwise dispose of any shares of our common stock purchased in the private placement without our prior written consent for a period of two years after the date of this prospectus. 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 $12.56 per share based upon an assumed initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus. 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 agreement, 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 $73.4 million, or $98.4 million if the underwriters exercise in full their option to purchase additional shares, in each case, assuming an initial public offering price of $15.50 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. In addition, we expect to receive $70.3 million, after deducting private placement fees, from our private placement of shares to General Atlantic. See "Prospectus Summary—Private Placement." We will not receive any proceeds from the sale of shares by the selling stockholders in this offering.

We intend to use our net proceeds from this offering and from the private placement to General Atlantic to execute our growth strategies, including to expand our business into new markets, to enhance our offerings and for potential acquisitions, and for other general corporate purposes. We have no current agreements or commitments pending with respect to any material acquisitions.

The foregoing uses of the net proceeds from this offering and the private placement to General Atlantic represent our current intentions based upon our present plans and business and financial condition. However, we retain broad discretion in the allocation and use of the net proceeds from this offering and the private placement, and a change in our plans or business or financial condition could result in the application of net proceeds in a manner other than as described in this prospectus. Pending the use of our net proceeds from this offering and the private placement, we intend to invest the net proceeds in short-term, investment grade 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 February 28, 2005:

•: on an actual basis; and
•: as adjusted to reflect (i) the sale by us of 5,325,000 shares of Class A common stock in this offering, assuming an initial public offering price of $15.50 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, (ii) our April 2005 private placement of 4,838,710 shares of Class A common stock to investment entities affiliated with General Atlantic, assuming an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting private placement fees and (iii) the reclassification of deferred stock units and restricted shares with put rights into stockholders' equity due to the termination of the put rights upon the completion of this offering.

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 February 28, 2005
			Actual			As Adjusted
			(In millions, except share data)
Cash and cash equivalents			$	132.7		$	276.4

Long-term debt and capital leases(1)			$	0.4		$	0.4
Deferred stock units and restricted shares with put rights				13.1			—
Stockholders' equity:
	Class A common stock, $0.01 par value per share, 80,000,000 shares authorized, 43,404,000 shares issued and outstanding (actual); 53,567,710 shares issued and outstanding (as adjusted)			0.4			0.5
	Class B common stock, $0.01 par value per share, 13,750,000 shares authorized, issued and outstanding (actual and as adjusted)			0.1			0.1
	Class C common stock, $1.00 par value per share, 1,000 shares authorized, issued and held in treasury (actual); no shares authorized (as adjusted)			—			—
	Preferred stock, no par value, no shares authorized (actual); 937,500 shares authorized, no shares issued or outstanding (as adjusted)			—			—
	Additional paid-in capital			124.8			297.9
	Retained earnings			315.0			315.0
	Accumulated other comprehensive loss			(4.9	)		(4.9	)
	Unearned compensation from equity awards(2)			—			(16.4	)

		Total stockholders' equity		435.4			592.2

Total capitalization			$	448.9		$	592.6

(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 February 28, 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 February 28, 2005, which we use to support insurance coverage, leases, and certain customer contracts.
: This amount does not include other long-term obligations of $45.0 million or current liabilities of $273.7 million as of February 28, 2005.
(2): Unearned compensation expense from equity awards represents compensation expense to be recognized in future periods for unvested restricted shares that were issued during the first quarter of 2005. These shares will vest over a period of three to five years. Compensation expense will be recognized over the vesting period.

DILUTION

Our net tangible book value as of February 28, 2005 was approximately $110.2 million or $1.93 per share of common stock. Net tangible book value per share is determined by dividing our tangible net worth (total assets less total intangible assets and total liabilities) by the aggregate number of shares of common stock outstanding. After giving effect to our sale of approximately 5.3 million shares of Class A common stock in this offering at an assumed initial public offering price of $15.50 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 February 28, 2005 would have been approximately $183.6 million or $2.94 per share. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $1.01 per share of common stock and an immediate dilution to new investors of $12.56 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 (excluding the General Atlantic investment) from the assumed initial public offering price per share. The following table illustrates this per share dilution:

Assumed initial public offering price per share				$	15.50
	Net tangible book value per share of common stock as of February 28, 2005	$	1.93
	Increase in net tangible book value per share of Class A common stock attributable to new investors		1.01

Pro forma net tangible book value per share of Class A common stock after the offering					2.94

Dilution per share of Class A common stock to new investors				$	12.56

The following table sets forth, on a pro forma basis, as of February 28, 2005, the differences between our existing stockholders and General Atlantic and our new investors with respect to 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. The calculations with respect to Class A common shares purchased by General Atlantic and by the new investors reflect an assumed initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus:

		Shares Purchased(1)
					Total Consideration
(in millions except percentages and per share data)					Total Consideration				Average Price Per Share
(in millions except percentages and per share data)		Number	Percent		Amount		Percent		Average Price Per Share
Existing stockholders and General Atlantic		62.0	92.1	%	$	216.0	72.4	%	$	3.48
New investors		5.3	7.9			82.5	27.6			15.50

	Total	67.3	100	%	$	298.5	100	%	$	4.44

(1): The number of shares disclosed for the existing stockholders includes 10.0 million 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 10.0 million shares of Class A common stock being purchased by the new investors from the selling stockholders in this offering.

SELECTED HISTORICAL CONDENSED 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 unaudited condensed consolidated financial statements, including the 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. The selected historical consolidated financial data for the three months ended February 29, 2004 and February 28, 2005 was derived from our unaudited condensed consolidated financial statements included in this prospectus. Results for the three months ended February 28, 2005 are not necessarily indicative of results expected for the fiscal year ended November 30, 2005 or any other future period.

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.

																		Three Months Ended
			Years Ended November 30,															Three Months Ended
			Years Ended November 30,															February 29, 2004			February 28, 2005
			2000(1)			2001(1)			2002(1)			2003			2004			February 29, 2004			February 28, 2005
			(In thousands, except per share amounts)
Statement of Operations Data:
Revenue			$	482,300		$	431,644		$	338,911		$	345,840		$	394,551		$	91,374		$	117,037
Operating expenses:
	Cost of revenue			291,672			256,278			165,168			160,949			186,844	(3)		42,377			55,926	(3)
	Selling, general and administrative			140,772			123,881			117,837			119,986			137,394			31,698			40,799
	Depreciation and amortization(2)			28,116			30,668			9,352			8,943			9,882			2,286			2,967
	Compensation expense related to equity awards			—			—			—			—			17,368	(3)		—			1,195	(3)
	Gain on sales of assets, net			(21,123	)		(4,643	)		(2,660	)		(245	)		(5,532	)		(4,458	)		(617	)
	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	)		(1,448	)		(931	)
	Loss (earnings) in unconsolidated subsidiaries			7,704			(3,686	)		(2,934	)		(3,196	)		(437	)		(367	)		(28	)
	Other expense (income), net			1,603			1,246			(1,062	)		1,105			3,158			2,155			(319	)

		Total operating expenses		475,887			434,061			281,793			279,551			344,858			72,243			98,992

Operating income				6,413			(2,417	)		57,118			66,289			49,693			19,131			18,045
	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			79			718
	Interest expense			(18,087	)		(14,065	)		(3,535	)		(1,104	)		(450	)		(4	)		(502	)

		Non-operating income (expense), net		(12,455	)		(9,533	)		(10,392	)		255			27,291			75			216

Income before income taxes, minority interests, and discontinued operations				(6,042	)		(11,950	)		46,726			66,544			76,984			19,206			18,261
Provision for income taxes				(7,560	)		4,557			(16,775	)		(23,935	)		(15,395	)		(6,473	)		(5,135	)

Income (loss) before minority interests and discontinued operations				(13,602	)		(7,393	)		29,951			42,609			61,589			12,733			13,126
Minority interests				(56	)		(50	)		(23	)		(46	)		(275	)		(4	)		7

Income (loss) from continuing operations				(13,658	)		(7,443	)		29,928			42,563			61,314			12,729			13,133
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		$	12,729		$	13,133

Earnings (loss) per share:(10)
	Basic (Class A and Class B common stock)		$	(0.19	)	$	0.05		$	0.54		$	0.77		$	1.11		$	0.23		$	0.24

	Diluted (Class A and Class B common stock)		$	(0.19	)	$	0.05		$	0.54		$	0.77		$	1.11		$	0.23		$	0.23

Weighted average shares outstanding:(10)
	Basic			55,000			55,000			55,000			55,000			55,000			55,000			55,006

	Diluted			55,000			55,000			55,000			55,000			55,000			55,000			56,151

Balance Sheet Data (as of period end):
Cash and cash equivalents			$	22,891		$	10,452		$	11,941		$	24,051		$	124,452		$	33,131		$	132,715
Total assets				707,653			600,853			581,291			620,113			752,644			655,554			768,858
Total long-term debt and capital leases				173,000			—	(11)		44,081			725			607			699			365
Total stockholders' equity				272,429			272,321			304,565			360,765			421,051			374,105			435,439

(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 and the three months ended February 29, 2004 and February 28, 2005, the combined results of TriPoint, Extruded, and the other non-core businesses impacted our operating income (loss) as set forth below:

														Three Months Ended
		Years Ended November 30,												Three Months Ended
		Years Ended November 30,												February 29, 2004		February 28, 2005
		2000		2001			2002			2003		2004		February 29, 2004		February 28, 2005
														(Unaudited)
		(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	)	$	—	$	—	$	—	$	—

(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 for the year ended November 30, 2004 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 the years ended November 30, 2000, 2001, 2002, 2003, and 2004, and the three months ended February 29, 2004 and February 28, 2005, we recognized periodic pension benefit income of $12.7 million, $15.1 million, $14.8 million, $12.9 million, $10.5 million, $2.6 million, and $1.6 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, $4.7 million, $1.2 million, and $0.7 million for the years ended November 30, 2000, 2001, 2002, 2003, and 2004, and the three months ended February 29, 2004 and February 28, 2005, 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, $5.8 million, $1.4 million, and $0.9 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 revenue for the year ended November 30, 2004 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 subscription-based revenue for the year ended November 30, 2004 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 periods presented is set forth below:

								Three Months Ended
		Years Ended November 30,						Three Months Ended
		Years Ended November 30,						February 29, 2004		February 28, 2005
		2002		2003		2004		February 29, 2004		February 28, 2005
		(In thousands)
Critical information		$	266,870	$	273,310	$	308,161	$	73,939	$	84,691
Decision-support tools			37,705		38,292		44,788		10,002		12,688
Services			34,336		34,238		41,602		7,433		19,658

	Total revenue	$	338,911	$	345,840	$	394,551	$	91,374	$	117,037

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 three months ended February 28, 2005, approximately 55% of our Energy segment's revenue was generated from the sale of critical information, 15% was generated from the sale of decision-support tools, and 30% was generated from the sale of services. For the three months ended February 28, 2005, approximately 89% of our Engineering segment's revenue was generated from the sale of critical information, 6% was generated from the sale of decision-support tools, and 5% was generated from the sale of services.

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.

Pricing information

Many of our sales are customized on an annual basis to meet individual customer needs and are based on a number of factors, including the number of customer locations, the number of simultaneous users and the breadth of the content to be included in the offering. In light of the customized nature of many of these offerings, pricing terms are also customized. In addition, the difficulty in contrasting price changes from period to period is exacerbated by the fact that the offering sets purchased by customers are often not constant between periods. As a result, we are not able to precisely differentiate between pricing and volume impacts on changes in revenue from these products from period to period.

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 during the year ended November 30, 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."

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 for the year ended November 30, 2004 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- to five-year vesting period. Related expense is expected to be approximately $6.3 million, $6.4 million, and $4.1 million for 2005, 2006, and 2007, respectively. In addition, upon the completion of this offering, we expect to grant 839,267 shares of our Class A common stock to our officers and employees in the form of performance shares, performance unit awards, restricted shares or restricted stock awards. Assuming that we complete the offering on June 1, 2005 at an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus, and that all of the performance measures are met, then we expect the related expense to be approximately $5.0 million, $3.4 million and $3.4 million for 2005, 2006, and 2007, respectively. 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 the years ended November 30, 2002, 2003, and 2004 and the three months ended February 29, 2004 and February 28, 2005, we recognized periodic pension benefit income of $14.8 million, $12.9 million, $10.5 million, $2.6 million and $1.6 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, $4.7 million, $1.2 million and $0.7 million for the years

ended November 30, 2002, 2003, and 2004, and the three months ended February 29, 2004 and February 28, 2005 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, $5.8 million, $1.4 million, and $0.9 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 single-employer plan, which included operating companies that we did not own or consolidate, sponsored by our consolidated subsidiary. As a consequence of the spin-off of our plans, 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.

Stock based compensation. Through IHS Group Inc., our wholly owned subsidiary, we maintained a stock option plan that provided for granting of non-qualified stock options to certain employees for the purchase of shares of common stock of IHS Group Inc. In connection with this stock option plan, we formed a valuation committee of our board of directors to determine the fair value of the underlying common stock in the absence of a public trading market. As a means of establishing the March 2004 fair value per share, the committee reviewed a discounted net cash flow analysis and a comparable company valuation analysis, both of which were prepared for the committee by management. The comparable company analysis employed six peer companies and six industry multiples ( e.g., price to earnings ratio and equity value-to-last 12 months EBITDA ratios), and yielded an average fully diluted per share price of $9.65 per share and a median fully diluted per share value of $8.75 per share. The comparable companies were selected based on an assessment of the overall business model, size and inherent growth rates of such companies. Based on the comparable company analysis, the committee determined the fair value of the IHS Group Inc. shares to be in the range of $8.75 to $9.25 per share on a fully diluted basis, which is consistent with the discounted cash flow analysis referenced above. In order to select a specific per share amount from this range, the committee opted to set the fair market value of the IHS Group Inc. common stock at the mid-point of the range, or $9.00 per share.

In establishing the fair value of IHS Group Inc. common stock in connection with the November 22, 2004 offer to exchange options and stock for restricted stock and/or deferred stock units, the committee again used the discounted net cash flow analysis. This estimate was again supplemented with a comparable company valuation analysis, which was prepared on a consistent basis and resulted in an average share price of $9.80 and a median share price of $9.25 per share. This analysis incorporated the same six comparable companies and same six valuation multiples as were employed in the March 2004 analysis. In light of these analyses, the committee determined that the enterprise value of IHS Group Inc. had not changed since the March 2004 valuation. However, in determining the fully diluted per share value, the committee concluded that it would be appropriate to consider the increased level of cash on the balance sheet as a proper increase to the per share equity value of IHS Group Inc. This resulted in a fair value of $9.42 per share. Management chose not to obtain an independent appraisal because it believed that it would be redundant and because there was only a narrow variation between the results obtained from the two analyses.

In connection with the November 2004 offer to exchange options and shares, option holders and shareholders also received an allocation of restricted shares or deferred stock units of IHS Inc. The valuation committee engaged an independent valuation professional to estimate the fair value of these restricted shares and deferred stock units. In order to estimate this per share value, the independent appraiser utilized a comparison of valuation multiples within comparable public

companies (the "guideline public company approach") and a discounted cash flow method to estimate the value of IHS Inc. common stock underlying the restricted shares and deferred stock units. The independent appraiser concluded that both methods provide a reasonable estimate of the value of the IHS Inc. common stock and ultimately estimated the value of IHS Inc.'s restricted shares and deferred stock units at $9.12 per share/unit.

The primary reason for the difference between the $9.12 per share fair value for the November 2004 grant of restricted shares and deferred stock units and $15.50, the midpoint of the range set forth on cover page of this prospectus, relates to an improvement in our financial results as we have increased the level of our trailing twelve months revenue and adjusted EBITDA over the past six months by approximately 14% and 13%, respectively. Moreover, we have experienced an increase in the organic growth rate of our revenue line from 5% in 2004 to 8% in the first quarter of 2005. In addition, adjusted EBITDA growth was approximately 7% for 2004 versus 2003, while adjusted EBITDA increased approximately 34% in the first quarter of 2005 versus the first quarter of 2004. Finally, the accretion of fair value also relates to the declining uncertainty surrounding the likelihood of us successfully completing an initial public offering.

In January 2005 and February 2005, we issued 25,000 and 218,333 restricted shares, respectively, which we valued at $12.00 per share based on a fair value used in connection with a note conversion transaction with a third party. See Note 2 to our Unaudited Condensed Consolidated Financial Statements.

We accrued $21.8 million as of November 30, 2004 in connection with the offer to exchange options and shares, which was comprised of $4.4 million relating to cost of revenue and $17.4 relating to selling, general and administrative expenses. See Notes 12 and 13 to the consolidated financial statements.

Provision for income taxes. Our effective tax rate was 35.9%, 36.0%, and 20.0% in the years ended November 30, 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 be slightly less than our 2002 and 2003 rates.

Deferred subscription costs. 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.

Deferred subscription revenue. Deferred subscription revenue was $140.1 million as of November 30, 2004, compared to $98.4 million as of November 30, 2003, an increase of $41.7 million or 42%. The increase resulted from the following:

•: Upon the dissolution of a joint venture in 2004, certain products reverted back to us. 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 $15.0 million as of November 30, 2004.
•: Acquisitions occurring during the year ended November 30, 2004 resulted in incremental deferred revenue that aggregated $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.

Accrued compensation. Accrued compensation was $28.9 million as of November 30, 2004, compared to $13.4 million as of November 30, 2003, representing an increase of $15.5 million or 116%. As noted in Note 12 to our consolidated financial statements, we offered 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. 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 due to improved performance and a higher number of employees within the eligible bonus pool. Accrued payroll also increased as a result of the timing of the cut-off of the year-end pay periods.

Accrued royalties. Accrued royalties were $26.3 million as of November 30, 2004, compared to $13.0 million as of November 30, 2003, representing an increase of $13.3 million or 102%. The increase was principally attributable to increased unearned royalty rebates, a result of the 2004 dissolution of a joint venture, and increased sales of royalty-based critical information.

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.

Historically, our judgments have been accurate because we have not experienced significant disputes with our customers regarding the timing and acceptance of delivered products and servics. However, our actual experience in future periods with respect to binding terms and conditions and customer acceptance may differ from our historical experience.

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 expressed as a percentage of revenue.

				Years Ended November 30,						Three Months Ended
				Years Ended November 30,						February 29, February 28,
				2002		2003		2004		2004		2005
Revenue:
	Products			90	%	90	%	89	%	92	%	83	%
	Services			10		10		11		8		17

		Total revenue		100		100		100		100		100
Operating expenses:
	Cost of revenue:
		Products		41		39		39		39		37
		Services		8		8		7		7		11
		Compensation expense related to equity awards		—		—		1		—		—

			Total cost of revenue	49		47		47		46		48
	Selling, general and administrative			35		35		35		35		35
	Depreciation and amortization			2		2		3		3		3
	Compensation expense related to equity awards			—		—		4		—		1
	Gain on sales of assets, net			(1	)	—		(1	)	(5	)	(1	)
	Impairment of assets			2		—		—		—		—
	Recovery of investment			—		—		—		—		—
	Net periodic pension and post-retirement benefits			(3	)	(2	)	(2	)	(2	)	(1	)
	Earnings in unconsolidated subsidiaries			(1	)	(1	)	—		—		—
	Other expense (income), net			—		—		1		2		—

		Total operating expenses		83		81		87		79		85

Operating income				17		19		13		21		15
	Impairment of investment in affiliate			(2	)	—		—		—		—
	Gain on sale of investment in affiliate			—		—		7		—		—
	Interest income			—		—		—		—		1
	Interest expense			(1	)	—		—		—		(1	)

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

Income before income taxes and minority interests				14		19		20		21		15
Provision for income taxes				(5	)	(7	)	(4	)	(7	)	(4	)

Income before minority interests				9		12		16		14		11
Minority interests				—		—		—		—		—

		Net income		9	%	12	%	16	%	14	%	11	%

Set forth below is our revenue and operating income for our Energy and Engineering segments for the years ended November 30, 2002, 2003 and 2004 and the three months ended February 29, 2004 and February 28, 2005. 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.

		Years Ended November 30,							Three Months Ended
		Years Ended November 30,							February 29, 2004		February 28, 2005
		2002		2003		2004			February 29, 2004		February 28, 2005
									(Unaudited)
		(In thousands)
Energy revenue		$	147,291	$	156,151	$	186,374		$	41,828	$	58,152
Engineering revenue			191,620		189,689		208,177			49,546		58,885

	Consolidated revenue	$	338,911	$	345,840	$	394,551		$	91,374	$	117,037

Energy operating income(1)		$	30,520	$	29,541	$	32,311		$	6,060	$	11,570
Engineering operating income(2)			22,344		28,190		32,983			11,623		6,201

	Total segment operating income		52,864		57,731		65,294			17,683		17,771
Adjustments(3)			4,254		8,558		(15,601	)		1,448		274

	Consolidated operating income	$	57,118	$	66,289	$	49,693		$	19,131	$	18,045

(1): Includes asset impairments of $0.5 million, $0.6 million, and $2.0 million for the years ended November 30, 2002, 2003, and 2004, respectively. There were no asset impairments for the three months ended February 29, 2004 and February 28, 2005.
(2): Includes gains on sales of assets, net, of $2.7 million, $0.2 million, $5.1 million, $4.5 million, and $0 for the years ended November 30, 2002, 2003, 2004, and the three months ended February 29, 2004 and February 28, 2005, 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:

	Years Ended November 30,								Three Months Ended
	Years Ended November 30,								February 29, 2004		February 28, 2005
	2002			2003		2004			February 29, 2004		February 28, 2005
									(Unaudited)
	(In thousands)
Impairment of assets	$	(6,612	)	$	—	$	—		$	—	$	—
Net periodic pension and post-retirement benefits		10,866			8,558		5,791			1,448		931
Compensation expense related to equity awards		—			—		(21,805	)		—		(1,274	)
Gain on sales of corporate assets, net		—			—		413			—		617

	$	4,254		$	8,558	$	(15,601	)	$	1,448	$	274

Three Months Ended February 28, 2005 Compared to the Three Months Ended
February 29, 2004

Revenue. Revenue was $117.0 million for the three months ended February 28, 2005 compared to $91.4 million for the three months ended February 29, 2004, representing an increase of $25.6 million or 28%. Revenue increased primarily due to 2004 acquisitions, which contributed approximately $12.5 million; organic growth, which contributed $7.3 million; and favorable foreign currency movements, which contributed $2.5 million. The remainder of the increase was attributable to the first-quarter 2004 unwinding of the British Standards Institute (BSI) joint venture. The dissolution of the joint venture resulted in revenue and cost being recorded separately on a gross basis; previously, the joint venture was accounted for using the equity method with our share of net earnings reported as earnings in unconsolidated subsidiaries. The revenue increase from 2004 acquisitions primarily stemmed from our September 2004 CERA acquisition. Drivers of organic growth in the first quarter of 2005 included expanded offerings to existing customers, new customer contracts, the launch of new products and modest price increases.

Revenue for our Energy segment was $58.2 million for the three months ended February 28, 2005 compared to $41.8 million for the three months ended February 29, 2004, an increase of $16.4 million or 39%. The increase was due to 2004 acquisitions, which contributed $10.9 million; organic growth, which contributed $4.4 million; and foreign exchange movements, which contributed $1.0 million. All of the acquisition growth resulted from CERA and principally accounts for the increase in services revenue. Organic growth in the first quarter of 2005 was driven by stronger sales of critical information, decision-support tools and services, a result of expanded offerings to existing customers, new customer contracts and the launch of new critical-information products.

Revenue for our Engineering segment was $58.9 million for the three months ended February 28, 2005 compared to $49.5 million for the three months ended February 29, 2004, an increase of $9.4 million or 19%. Organic growth increased revenue $2.8 million, acquisitions added $1.6 million, and foreign currency movements contributed $1.5 million. The remainder of the increase was attributable to the first-quarter 2004 unwinding of the BSI joint venture discussed above. Organic growth resulted primarily from stronger sales across multiple products within our critical information and decision-support tools offerings.

Cost of Revenue. Cost of revenue was $55.9 million for the three months ended February 28, 2005 compared to $42.4 million for the three months ended February 29, 2004, an increase of $13.5 million or 32%. As percentage of revenue, cost of revenue increased from 46.4% to 47.8%. Margin improvements within our Energy segment were more than offset by margin declines in our Engineering segment. Energy margins improved primarily in our critical information and services offerings through sales volume increases, our ability to leverage the fixed-cost component of our cost structure, and other cost efficiencies. Engineering margins decreased primarily as a result of the dissolution of the joint venture in 2004 discussed above, increased sales of lower-margin products, and a continued increase in the effective rate of royalty expense.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $40.8 million for the three months ended February 28, 2005 compared to $31.7 million for the three months ended February 29, 2004, an increase of $9.1 million or 29%. Acquisitions represented $4.2 million of the increase. The remainder of the increase was due to foreign currency movements, higher sales and marketing expenditures in our Engineering segment, and, at the corporate level, increased costs related to the implementation of public company infrastructure, processes and systems in preparation for this offering.

Depreciation and Amortization Expenses. Depreciation and amortization expenses were $3.0 million for the three months ended February 28, 2005, compared to $2.3 million for the three months ended February 29, 2004, an increase of $0.7 million, or 30%. The increase is primarily due to the 2004 acquisitions.

Compensation Expense Related to Equity Awards. Compensation expense related to equity awards was $1.2 million for the three months ended February 28, 2005. We had no compensation expense for the three months ended February 29, 2004. During the first quarter of 2005, we granted certain employees restricted shares which vest over three years.

Net Gain on Sales of Assets. Net gain on sales of assets were $0.6 million for the three months ended February 28, 2005 compared to $4.5 million for the three months ended February 29, 2004, a decrease of $3.9 million. In 2004, gains on sales of assets included a $4.4 million gain from the dissolution of a joint venture.

Net Periodic Pension and Post-retirement Benefits. Net periodic pension and postretirement benefits income was $0.9 million for the three months ended February 28, 2005 compared to $1.4 million for the three months ended February 29, 2004, a decrease of $0.5 million or 36%. The decrease was primarily due to the November 30, 2004 spin-off of IHS's U.S. retirement

plans as well as increased actuarial losses resulting from lower-than-expected asset returns in previous years.

Earnings in Unconsolidated Subsidiaries. Earnings in unconsolidated subsidiaries was less than $0.1 million during the three months ended February 28, 2005 compared to $0.4 million for the three months ended February 29, 2004, a decrease of $0.4 million. The decrease was principally attributable to the dissolution of the BSI joint venture in early 2004. Prior to its dissolution, the joint venture was accounted for using the equity method.

Net Other Expense (Income). Net other expense (income) was $(0.3) million for the three months ended February 28, 2005, compared to $2.2 million for the three months ended February 29, 2004. The change was primarily attributable to favorable foreign-currency movements which were partially offset by integration costs related to acquisitions.

Operating Income. Operating income was $18.0 million for the three months ended February 28, 2005, compared to $19.1 million for the three months ended February 29, 2004, a decrease of $1.1 million, or 6%. Increased operating results from acquisitions and organic growth in 2005 were more than offset by increased general and administrative expenses and $1.3 million of compensation expense in 2005. Additionally, the prior year period included a non-recurring gain on sales of assets of $4.5 million compared to $0.6 million in the three months ended February 28, 2005.

Operating income for our Energy segment was $11.6 million for the three months ended February 28, 2005, compared to $6.1 million for the three months ended February 29, 2004, an increase of $5.5 million, or 90%. The increase was primarily attributable to increased revenue based on our primarily fixed cost structure, which was partially offset by operating expense increases due to acquisitions.

Operating income for our Engineering segment was $6.2 million for the three months ended February 28, 2005 compared to $11.6 million for the three months ended February 29, 2004, a decrease of $5.4 million or 47%. The decrease was principally attributable to the 2004 gain on sale of assets resulting from the dissolution of the joint venture.

Interest Income. Interest income was $0.7 million for the three months ended February 28, 2005 compared to $0.1 million for the three months ended February 29, 2004, an increase of $0.6 million. Interest income increased primarily as a result of increased cash, resulting from the proceeds we received from our sale of preferred stock in TriPoint Global Communications, Inc. for $94.2 million in the fourth-quarter of 2004.

Interest Expense. Interest expense was $0.5 million for the three months ended February 28, 2005 compared to less than $0.1 million for the three months ended February 29, 2004, an increase of $0.5 million. Interest expense increased principally due to the first-quarter 2005 write-off of deferred financing costs associated with our previous credit facility. We entered into a new credit facility in January 2005.

Provision for Income Taxes. Our effective tax rate for the first quarter of 2005 was 28.1%, compared to 33.7% for the prior year period. The decrease in our tax rate was primarily the result of the favorable completion of tax audits and surveys for the years 1998 through 2002 during the first quarter of 2005. We expect our effective tax rate for the 2005 fiscal year to approximate the rate in the first quarter of 2004 rather than the first quarter of 2005.

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 primarily driven by increased sales of critical information and decision-support tools in both our Energy and Engineering operating segments, as well as 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 $186.8 million for the year ended November 30, 2004 compared to $160.9 million for the year ended November 30, 2003, representing an increase of $25.9 million or 16%. As a percentage of revenue, cost of revenue remained constant at 47%. Our ability to leverage the fixed cost component of our cost structure was 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.

Selling, General and Administrative Expenses. Selling, general, and administrative expenses were $137.4 million for the year ended November 30, 2004 compared to $120.0 million for the year ended November 30, 2003, representing an increase of $17.4 million or 15%. The increase was due in part to an increase in corporate costs of $6.5 million primarily associated with our proposed initial public offering, including costs related to Section 404 of the Sarbanes-Oxley Act and the assembly of our current management team. 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 $9.9 million for the year ended November 30, 2004 compared to $8.9 million for the year ended November 30, 2003, representing an increase of $1.0 million or 11%. 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 $3.2 million for the year ended November 30, 2004 compared to $1.1 million for the year ended November 30, 2003, representing an increase of $2.1 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		$	91,374		$	90,275		$	94,275		$	118,627
Operating expenses:
	Cost of revenue			40,236			40,848			39,150			40,715			42,377			41,937			42,456			60,074
	Selling, general and administrative			30,312			30,617			28,829			30,228			31,698			32,608			33,787			39,301
	Depreciation and amortization			2,154			2,032			2,705			2,052			2,286			2,448			2,080			3,068
	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			2,155			688			517			(202	)

		Total operating expenses		71,000			70,145			68,674			69,732			72,243			75,726			77,295			119,594
Operating income				12,811			15,168			13,913			24,397			19,131			14,549			16,980			(967	)
	Gain (loss) on sale of investment in affiliate			—			—			—			—			—			—			—			26,601
	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			75			101			156			26,959

Income before income taxes and minority interests				12,560			15,377			13,734			24,873			19,206			14,650			17,136			25,992
Provision for income taxes				(4,739	)		(5,802	)		(4,009	)		(9,385	)		(6,473	)		(4,187	)		(5,895	)		1,160

Income before minority interests				7,821			9,575			9,725			15,488			12,733			10,463			11,241			27,152
Minority interests				10			2			(28	)		(30	)		(4	)		(40	)		(10	)		(221	)

		Net income	$	7,831		$	9,577		$	9,697		$	15,458		$	12,729		$	10,423		$	11,231		$	26,931

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 million to selling, general and administrative expense in the fourth quarter of 2004.

Liquidity and Capital Resources

As of February 28, 2005 and November 30, 2004, we had cash and cash equivalents of $132.7 million and $124.5 million, respectively. These amounts include $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, the private placement to General Atlantic 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 approximately $11.1 million for the three months ended February 28, 2005. Net cash provided by operating activities was approximately $25.8 million for the three months ended February 29, 2004. The decrease in net cash provided by operating activities was principally attributable to decreases in accrued expenses in 2005 due to the payments made in connection with the November 2004 offer to exchange options and shares and increases of accounts receivable in 2005 due to timing of subscription renewals occurring later in the quarter than historical timing, which were partially offset by the timing of accounts payable and other items.

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 used in investing activities amounted to approximately $2.8 million for the three months ended February 28, 2005. Net cash used in investing activities amounted to approximately $17.0 million for the three months ended February 29, 2004. The decrease in net cash used in investing activities was primarily due to the acquisition of a business. During the three months ended February 29, 2004, we acquired the assets of International Petrodata Limited for a total purchase price of approximately $16 million in cash.

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 February 28, 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 February 28, 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) effective December 1, 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 February 28, 2005, 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 February 28, 2005, we had contracted with one commercial bank, at no material cost, to acquire a total of CHF 58.0 million Swiss francs through December 2005 at a fixed price in U.S. dollars of $33.9 million and British pounds of £9.2 million. We had derivative liabilities of $0.1 million associated with foreign exchange contracts at February 28, 2005. If the U.S./Canadian dollar exchange rate were to increase or decrease 10% from the levels at February 28, 2005, we would incur an immaterial gain or loss. 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 2,400 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 some of the 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 $197.9 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. To augment proprietary systems and staff devoted to data collection, our Energy segment employs a network of nearly 100 independent contractors who each utilize an informal network of industry and government sources to obtain data. Each of these independent contractors has entered into a written agreement with IHS to follow certain standards in the course of obtaining data. Several of our Energy segment's products rely heavily upon the work product of these independent contractors. See "Risk Factors—Risks Related to Our Business—We rely on a network of independent contractors and dealers whose actions could have an adverse effect on our business."

Once we obtain data, we 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.

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. These plans involve entering into agreements with Indian companies as independent contractors who would engage in data entry, programming, indexing, and testing.

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 supplement all of our sales efforts with our web store, which enables customers to purchase offerings online.

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 have 57 dealers which are independent contractors, each employing from one to five sales persons. Some of the dealers are focused on our offerings, but many of the dealers are in the business of providing similar products that are not in direct competition with us.

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

We have more than 2,400 employees, of which approximately 1,300 are located in the United States and 1,100 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 36 offices in 20 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 May 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	53	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
Steven A. Denning	56	Director
Roger Holtback	60	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.

Steven A. Denning has served as a member of our board of directors since April 2005. Mr. Denning is the Chairman and Managing Director of General Atlantic LLC, a private equity investment firm, and has been with General Atlantic (or its predecessor) since 1980. Mr. Denning is also a director of Eclipsys Corporation, Hewitt Associates, Inc., SRA International, Inc., The Thomson Corporation, and several private information technology companies of which entities affiliated with General Atlantic are investors. In addition, Mr. Denning is a member of The Board of Trustees of Stanford University and the Board of the American Museum of Natural History.

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. Staudt has served as Executive Vice President of TBG, overseeing finance, human resources, and corporate affairs. Before joining TBG in 1997, Mr. 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 nine directors, of which six are independent. Our board is divided into three classes. The members of each class serve for a three-year term. Messrs. Picasso, Roedel and Staudt serve in the class with a term expiring in 2006, Messrs. Denning, Holtback and Klein 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 Messrs. Klein and 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 Messrs. Klein and 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.

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.

In addition, our non-employee directors (other than C. Michael Armstrong and Michael Klein) may participate in our directed share program. See "Underwriting."

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—Amended and Restated 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."

Long-Term Incentive Plan

We adopted our Amended and Restated 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.

Country Club. Separately, we have agreed with Mr. Picasso that he will be the primary user of our membership in a country club. We will pay for the initiation fee and the monthly family dues while he is employed by us. At such time that Mr. Picasso leaves our employment for any reason, he will no longer be permitted to use our membership.

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—Amended and Restated 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

Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan. Our 2004 Long-Term Incentive Plan has been in effect since 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, unless the shares used to satisfy such award are shares repurchased from the open market. As of April 25, 2005, the number of such shares granted under such other equity compensation plans is 3,429,220. 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 the date of this prospectus, there were no stock options, including incentive stock options, outstanding under the plan.

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.

As of April 25, 2005, we anticipate making grants of restricted shares and restricted stock unit awards representing an aggregate of 494,097 shares to 2,458 employees, as of the completion of this offering. The vesting schedule for these awards, including the consequences of a change in control or termination of employment, will depend on the seniority of the employee.

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.

As of April 25, 2005, we anticipate making grants of performance shares and performance unit awards representing an aggregate of 345,170 shares to 68 officers and employees, including Messrs. Sullivan, Green, and Oechsle, as of the completion of this offering. These awards will have the following provisions:

•: The awards' performance objectives will be based on increases of specified levels in objective measures of our performance over a specified period of time. These measures will be "adjusted EBITDA" and "revenue" (each as specified in the award document). If the performance objectives are satisfied as of the end of the specified period, a participant's award will become fully vested and free of restrictions as of the last day of the immediately subsequent fiscal quarter, provided that he or she is employed by us on that date and has been employed by us at all times since the date of grant.
•: To the extent that these awards do not so vest, they will become fully vested and free of restrictions as of the sixth anniversary of the grant date, provided that the participant is employed by us on that date and has been employed by us at all times since the date of grant.
•: If a change in control occurs, all awards will vest and be free of restrictions as if all performance objectives had been fully satisfied, and the participant will be able to participate in the acquisition like all other of our stockholders.
•: In the event of a participant's death or termination of employment due to his disability (as defined in the award document), a pro rata portion of his or her performance shares (or shares underlying his or her performance units) will vest and be free of restrictions on the relevant vesting date, taking into account any achievement by us of the performance objectives.

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.

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 "—Amended and Restated 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 Amended and Restated 2004 Long-Term Incentive Plan. Awards under this plan will be granted in accordance with that 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, Messrs. Klein and Staudt will not participate in this plan.

Types of awards. On each December 1, commencing with December 1, 2005, each nonemployee director (other than Messrs. Klein and 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 Messrs. Klein and 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).

IHS Inc. Employee Stock Purchase Plan. We adopted an employee stock purchase plan in May 2005. The following description of certain provisions of the plan is intended to be a summary and does not describe all provisions of the plan.

Stock purchase. Under the plan, which is intended to be a qualified stock purchase plan, eligible employees may purchase up to 1,000,000 shares of our Class A common stock, subject to adjustment, through payroll deductions of up to 15% of their base salary. There will be four purchase periods per calendar year. The purchase price for each quarterly purchase period will be determined by the Human Resources Committee of our Board of Directors prior to the start of the purchase period. Under the plan, the Human Resources Committee may permit eligible employees to purchase shares at a discount, but in no event will the discounted price be less than 85% of the lesser of the fair market value of the shares on the last day of the purchase period and the fair market value of the shares on the first day of the purchase period. For the initial purchase period anticipated to begin on September 1, 2005, the Human Resources Committee plans to set the purchase price to be equal to 100% of the fair market value of the shares on the last day of the purchase period. In other words, there will be no discount for that purchase period. The plan permits eligible employees to purchase newly issued shares, treasury shares or shares repurchased from the open market. For the initial purchase period, we anticipate that shares will be repurchased from the open market to fulfill our obligations under the plan.

Amendment and termination. The Human Resources Committee may modify or revoke the plan, provided that certain modifications must be approved in advance by our stockholders. Such modifications include any increase in the number of shares to be offered under the plan, any increase in the permitted discount or other changes that would further decrease the purchase price offered to eligible employees, any change that would withdraw administration of the plan from the Human Resources Committee, or any change in the definition of employees eligible to participate in the plan.

Adjustments in authorized shares. To avoid any unintended enlargement or dilution of benefits offered under the plan, the Human Resources Committee has the sole discretion to substitute or adjust the number and kind of shares that can be purchased under the plan in the event of any corporate events or transactions described in the plan.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table and accompanying footnotes set forth as of February 28, 2005 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 (assuming 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;
•: each person or entity who owns more than 5% of the outstanding shares of our Class A common stock; 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 13,750,000 shares of Class B common stock outstanding as of February 28, 2005 and after completion of this offering and the private placement to General Atlantic, assuming an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus, 43,404,000 shares of Class A common stock outstanding as of February 28, 2005, and 53,567,710 shares of Class A common stock outstanding after the completion of this offering and the private placement to General Atlantic. 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)		398,333	*		—	—		*		—	398,333		*		—	—		*
Jerre L. Stead(2)		450,000	1.0	%	—	—		*		—	450,000		*		—	—		*
Stephen Green(2)		81,667	*		—	—		*		—	81,667	(8)	*		—	—		*
Michael J. Sullivan(2)		113,333	*		—	—		*		—	113,333	(8)	*		—	—		*
H. John Oechsle(2)		50,333	*		—	—		*		—	50,333	(8)	*		—	—		*
Robert R. Carpenter(3)		—	—		—	—		—		—	—		—		—	—		—
Randolph A. Weil		—	—		—	—		—		—	—		—		—	—		—
C. Michael Armstrong(2)		12,500	*		—	—		*		—	12,500		*		—	—		*
Steven A. Denning(4)		—	—		—	—		—		—	—		—		—	—		—
Roger Holtback(2)		12,500	*		—	—		*		—	12,500		*		—	—		*
Balakrishnan S. Iyer(2)		12,500	*		—	—		*		—	12,500		*		—	—
Michael Klein		—	—		—	—		—		—	—		—		—	—		*
Richard W. Roedel(2)		9,500	*		—	—		*		—	9,500		*		—	—		*
Michael v. Staudt		—	—		—	—		—		—	—		—		—	—		*
All directors and executive officers as a group (17 persons)(5)		1,333,999	3.1	%	—	—		*		—	1,333,999		2.5	%	—	—		*
Entities affiliated with General Atlantic LLC(4)		—	—		—	—		—		—	4,838,710		9.0	%	—	—		2.5	%
Selling Stockholders:
	Urvanos Investments Limited (6)(7)	10,312,500	23.8	%	13,750,000	100	%	81.7	%	4,375,000	5,937,500		11.1	%	13,750,000	100	%	75.1	%
	Urpasis Investments Limited (6)(7)	30,937,500	71.3	%	—	—		17.1	%	5,625,000	25,312,500		47.3	%	—	—		13.2	%

*: Represents less than one percent.
(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): Mr. Carpenter currently holds 583,333 deferred stock units, which he received in partial consideration for stock options tendered to us in connection with the termination of his employment. The shares underlying the deferred stock units will be delivered to Mr. Carpenter on June 1, 2006. See "Management—Employment Contracts. Termination of Employment and Change in Control Arrangements—Robert R. Carpenter."
(4): General Atlantic LLC ("GA LLC") is the general partner of General Atlantic Partners 80, L.P. ("GAP 80"). The managing members of GAP Coinvestments III, LLC ("GAPCO III") and GAP Coinvestments IV, LLC ("GAPCO IV" and together with GA LLC, GAP 80 and GAPCO III, the "GA Group") are also the managing directors of GA LLC. Steven A. Denning is the Chairman and Managing Director of GA LLC and a managing member of GAPCO III and GAPCO IV. The GA Group is a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Mr. Denning disclaims beneficial ownership of the shares held by GAP 80, GAPCO III and GAPCO IV, except to the extent of his pecuniary interest therein. The address of Mr. Denning and the GA Group is c/o General Atlantic Service Corporation, 3 Pickwick Plaza, Greenwich, CT 06830.
(5): Does not include two of our named executive officers who are former executive officers.
(6): 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 its members are Georg Heinrich Thyssen-Bornemisza (a beneficiary of the Trust), Claus Hipp, Hans-Peter Schaer and Donald Perkins. 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—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."
(7): If the underwriters exercise their option to purchase 2,298,750 additional shares of Class A common stock in full, Urvanos Investments Limited will sell an additional 251,426 shares of Class A common stock and Urpasis Investments Limited will sell an additional 323,261 shares of Class A common stock, in each case, in addition to the 1,724,063 additional shares of Class A common stock that will be sold by us.
(8): Does not include shares to be granted upon the completion of this offering in the form of performance shares under the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan. As part of these grants, Mr. Green will receive 18,500 shares, Mr. Sullivan will receive 25,000 shares and Mr. Oechsle will receive 10,000 shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationship with Selling Stockholders and TBG

After the offering, 5,937,500 shares of our Class A common stock and all of our Class B common stock will be held by Urvanos Investments Limited, and 25,312,500 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 and the $75 million private placement of 4,838,710 shares of Class A common stock to General Atlantic, assuming an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus, the selling stockholders will own all of our Class B common stock and 58.3% of our Class A common stock, representing approximately 88.3% of the voting power of our outstanding capital stock in the aggregate (compared to 66.8% 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 31,250,000 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.

Private Placement—General Atlantic

In April 2005, we entered into a stock purchase agreement with certain affiliates of General Atlantic LLC, a private investment group, whereby such affiliates agreed to purchase for $75 million an aggregate of 4,838,710 shares of our Class A common stock, assuming an initial public offering price of $15.50 per share, the midpoint of the range set forth on the cover page of this prospectus. The closing of this private placement will occur simultaneously with the closing of this offering. The General Atlantic entities have agreed with us, subject to limited exceptions, that they will not, until the second anniversary of our initial public offering, directly or indirectly, sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of the shares of our Class A common stock purchased in the private placement. In addition, we have agreed to provide, following the second anniversary of our initial public offering, under certain circumstances and subject to certain limitations, rights with respect to the registration under the Securities Act of the shares of our Class A common stock purchased prior to this offering and held by these entities. Steven A. Denning, the Chairman and Managing Director of General Atlantic LLC, is a member of our board of directors.

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 937,500 shares of preferred stock, which the board of directors may issue with or without par value.

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 any shares of the Class B common stock are outstanding, no person or entity is permitted, without the approval of the board of directors, to vote more than 79.9% of the total combined voting power of all classes of stock entitled to vote. If a person would be entitled to vote more than 79.9% of the total combined voting power notwithstanding this limitation, then the excess voting power of such person will be allocated to the other shareholders on a pro rata basis for purposes of any 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, distribution of assets 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 Agreement."

As of the completion of this offering, 937,500 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" and "—Private Placement—General Atlantic."

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 the private placement by General Atlantic, and assuming that the underwriters' option to purchase additional shares has not been exercised, all of our Class B common stock and 58.3% of our Class A common stock, collectively representing 88.3% 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 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 a majority of 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 66 ² / 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 66 ² / 3 % or more of all of the votes of the outstanding shares of our common stock entitled to be cast:

•: classified board, including 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 adopt, amend and/or repeal our bylaws without a stockholder vote; and

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•: the amendment provision requiring that the above provisions be amended only with a 66 ² / 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 66 ² / 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 number, 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 66 ² / 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 to us 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

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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. 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

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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 Agreement. 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. However, our rights agreement may also prevent takeovers that you would consider beneficial to you or us.

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

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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 $100.00, once the rights become exercisable. Prior to exercise, our rights do not give their holders 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 entries by the rights agent and 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.

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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 greater of (i) $0.01 per share and (ii) 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 payment equal to the payment made on one share (as may be adjusted) of our Class A common stock or Class B common stock, as applicable.

The value of one one-hundredth interest in a share of our series A junior participating 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 shall adjust the purchase price of our series A junior participating preferred stock, the number of shares of our series A junior participating preferred stock issuable and/or 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 series A junior participating 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 time the person became an interested stockholder unless:

•: prior to the time the person became an interested stockholder, 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

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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 or subsequent to the time the person became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 ² / 3 % of the outstanding voting stock which is not owned by the interested stockholder.

The application of Section 203 may limit the ability of stockholders to approve a transaction that they may deem to be in their interests.

Under Section 203, a "business combination" generally includes a merger, asset or stock sale, or other similar transaction with an interested stockholder, and 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

Our Class A common stock has been approved for listing 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 Computershare Trust Company, Inc.

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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 and the General Atlantic private placement, assuming an initial public offering price of $15.50 per share, which represents the midpoint of the range set forth on the cover page of this prospectus, and assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock, we will have 13,750,000 shares of Class B common stock outstanding, and 53,567,710 shares of Class A common stock outstanding. If the underwriters exercise in full their option to purchase additional shares of Class A common stock, then following this offering and the General Atlantic private placement, we will have 13,750,000 shares of Class B common stock outstanding and 55,291,773 shares of Class A common stock outstanding. Of these shares, the 15,325,000 shares of Class A common stock (or 17,623,750 shares of Class A common stock 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 38,242,710 shares of Class A common stock (or 37,668,023 shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares) and the 13,750,000 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, the terms of the securities we granted and intend to grant in connection with the offering and the provisions of Rules 144 and 701, the following shares will be available for sale in the public market, subject in some cases to limitations imposed by Rule 144, as follows:

Number of Shares (1)		Date
687,887(2)		On October 17, 2005.
329,242(3)		On or after 180 days from the date of this prospectus, unless the lock-up period is extended as described below and in "Underwriting."
429,374		On or after 211 days from the completion of the offering.
46,321,656(4)		On or after one year from the date of this prospectus.
5,922,207(5)		On or after two years from the date of this prospectus.
399,540(6)		On or after three years from the date of this prospectus.

(1): Does not include (i) 1,000,000 shares of our Class A common stock that may be purchased by eligible employees pursuant to the IHS Inc. Employee Stock Purchase Plan, which is anticipated to commence in September 2005 (see "Management—Equity Compensation Plans—IHS Inc. Employee Stock Purchase Plan") and (ii) 15,624 shares of Class A common stock issued prior to this offering to an employee pursuant to the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan, all of which will become freely transferable before 180 days from the date of this prospectus.
(2): Represents shares of Class A common stock underlying outstanding deferred stock units granted to certain employees pursuant to 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

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Inc. See "Management—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Directors and Certain Employees."

(3): Includes 212,367 shares of Class A common stock to be granted either as restricted shares, or restricted stock units representing shares, to certain employees upon the completion of this offering pursuant to the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan, based on estimates made as of April 25, 2005. See "Management—Equity Compensation Plans—Amended and Restated IHS Inc. Long-Term Incentive Plan."
(4): Includes (i) 31,250,000 shares of Class A common stock held by the selling stockholders, (ii) 13,750,000 shares of Class B common stock held by the selling stockholders, each of which is convertible into one share of Class A common stock (see "Description of Capital Stock"), (iii) 93,909 shares of Class A common stock to be granted either as restricted shares, or restricted stock units representing shares, to certain employees upon the completion of this offering pursuant to the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan, based on estimates made as of April 25, 2005, and (iv) 583,333 shares of Class A common stock underlying deferred stock units granted to Mr. Carpenter in connection with the termination of his employment (see "Management—Employment Contracts, Termination of Employment and Change in Control Arrangements—Robert R. Carpenter").
(5): Includes (i) 4,838,710 shares of Class A common stock that General Atlantic has agreed to purchase in a private placement (assuming an initial public offering price of $15.50, the midpoint of the range set forth on the cover page of this prospectus), and (ii) 439,080 shares of Class A common stock to be granted as restricted shares, restricted stock units, performance shares or performance units, to certain employees upon the completion of this offering pursuant to the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan, based on estimates made as of April 25, 2005 (see "Management—Equity Compensation Plans—Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan").
(6): Includes 93,911 shares of Class A common stock to be granted either as restricted shares, or restricted stock units representing shares, to certain employees upon the completion of this offering pursuant to the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan, based on estimates made as of April 25, 2005 (see "Management—Equity Compensation Plans—Amended and Restated IHS Inc. Long-Term Incentive Plan").

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 0.5 million 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

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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."

We have also agreed to provide, following the second anniversary of our initial public offering, under certain circumstances and subject to certain limitations, rights with respect to the registration under the Securities Act of the shares of our Class A common stock purchased in the private placement and held by the General Atlantic entities. See "Certain Relationships and Related Transactions—Private Placement—General Atlantic."

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 2,731,513 shares of Class A common stock will be available for future equity compensation awards under our Amended and Restated 2004 Long-Term Incentive Plan. See "Management—Equity Compensation Plans—Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan." One million shares of Class A common stock will be available for purchase by our eligible employees under our Employee Stock Purchase Plan. See "Management—Equity Compensation Plans—IHS Inc. Employee Stock Purchase 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 Amended and Restated 2004 Long-Term Incentive Plan, 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. and our Employee Stock Purchase Plan. 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.

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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, holders of substantially all of our common stock and the General Atlantic entities 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. The General Atlantic entities have agreed with us, subject to limited exceptions, that they will not, until the second anniversary of our initial public offering, directly or indirectly, sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of our Class A common stock purchased in the private placement. Our agreement with the underwriters 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 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.

Goldman, Sachs & Co. and Citigroup Global Markets Inc. have advised us 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. Any waiver of the lock-up agreements prior to the expiration of the lock-up period will be at the sole discretion of Goldman, Sachs & Co. and Citigroup Global Markets Inc.

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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, actually or constructively, 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

111

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	15,325,000

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, Goldman, Sachs & Co., Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated have an option to buy up to an additional 1,724,063 shares from IHS and an additional 574,687 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, such three underwriters will severally purchase shares in approximately the same proportion as they are purchasing the total of shares listed next to their names 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

113

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.

IHS, its executive officers and directors, the General Atlantic entities 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 with the underwriters 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 period,

At IHS's request, the underwriters have reserved up to 1% of the shares for sale at the initial public offering price to certain persons associated with IHS, including its non-employee directors (other than C. Michael Armstrong and Michael Klein), through a directed share program. The number of shares available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares offered. IHS has agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act of 1933, in connection with the sales of the directed shares. Each participant in the program will be subject to the restrictions on transfer of shares as described in the preceding paragraph.

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.

The Class A common stock has been approved for listing 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. Transactions conducted by Goldman, Sachs & Co., Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by such 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 such underwriters' option to purchase additional shares from IHS and the selling stockholders in the offering. These 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

114

close out the covered short position, such 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. Such 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 such 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 such 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 certain of the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

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

115

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 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 $4,000,000. 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. Certain of the underwriters also acted as placement agents in connection with the private placement of shares to General Atlantic for which they will receive placement fees. 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.

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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 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 as of November 30, 2004 and 2003		F-3
Consolidated Statements of Operations for the Years Ended November 30, 2004, 2003 and 2002		F-4
Consolidated Statement of Changes in Stockholders' Equity for the Years Ended November 30, 2004, 2003 and 2002		F-5
Consolidated Statements of Cash Flows for the Years Ended November 30, 2004, 2003 and 2002		F-6
Notes to Consolidated Financial Statements for the Years Ended November 30, 2004, 2003 and 2002		F-7
Unaudited Interim Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of February 28, 2005 (Unaudited) and November 30, 2004		F-36
Condensed Consolidated Statements of Operations (Unaudited) for the three months ended February 28, 2005 and February 29, 2004		F-37
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) for the three months ended February 28, 2005		F-38
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended February 28, 2005 and February 29, 2004		F-39
Notes to the Condensed Consolidated Financial Statements (Unaudited) for the three months ended February 28, 2005 and February 29, 2004		F-40

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
Deferred stock units and restricted shares with put rights				—			11,672
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			122,300
	Retained earnings			252,725			301,887
	Accumulated other comprehensive loss			(14,811	)		(3,687	)

		Total stockholders' equity		360,765			421,051

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			$	304,575		$	311,602		$	352,949
	Services				34,336			34,238			41,602

		Total revenue			338,911			345,840			394,551
Operating expenses:
	Cost of revenue:
		Products			139,592			133,166			152,764
		Services			25,576			27,783			29,643
		Compensation expense related to equity awards (Note 12)			—			—			4,437

			Total cost of revenue		165,168			160,949			186,844
		Selling, general and administrative			117,837			119,986			137,394
		Depreciation and amortization			9,352			8,943			9,882
		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			3,158

			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 (Class A and Class B common stock)			$	0.54		$	0.77		$	1.11

Weighted average shares:
	Basic and diluted (Note 19)				55,000			55,000			55,000

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 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

		Common Stock			Class A Common Stock		Class B Common Stock		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
Other comprehensive income:
	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
Other comprehensive income:
	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	)
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
Other comprehensive income:
	Foreign currency translation adjustments		—			—		—		—			—			13,268			13,268
	Minimum pension liability adjustment, net of tax		—			—		—		—			—			(2,144	)		(2,144	)

Comprehensive income, net of tax																			72,438

Balance at November 30, 2004		$	—		$	413	$	138	$	122,300		$	301,887		$	(3,687	)	$	421,051

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			9,882
	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	)		26,232
		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 and on a significantly more limited basis as part of a multiple-element arrangement. Our service 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 and complexity of the service offering, pricing is based on the estimated amount of time to be incurred at standard billing rates for 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 standard billing rates. 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

Occasionally, we may execute contracts with customers which contain multiple offerings. In our business, multiple-element arrangements refer to contracts with separate fees for decision-support tools, maintenance, and/or related services. We have established separate units of accounting as each offering is primarily sold on a stand-alone basis. Generally, if sufficient vendor-specific objective evidence of the fair value of each element of the arrangement exists based on stand-alone sales of these products and services, then the elements of the contract are unbundled and are recognized as follows:

•: Subscription offerings and 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.
•: 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 occurs, completion of services occurs or, for post-contract support, ratably over the term of the maintenance period.
•: In some instances, customer acceptance is required for consulting services rendered. For those transactions, the service revenue component of the arrangement is recognized in the period that customer acceptance is obtained.

In infrequent instances where a multiple-element arrangement includes offerings for which vendor-specific objective evidence is not available, we would consider the substance of the whole arrangement to be a subscription and thus revenue is recognized ratably over the service period.

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

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 must identify and attribute values and estimated lives to the intangible assets acquired.

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 No. 86, Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed (SFAS 86). 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 (Class A and Class B common stock):
Basic and diluted, as reported	$	0.54		$	0.77		$	1.11
Basic and diluted, pro forma	$	0.53		$	0.75		$	1.18

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 $1.5 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) effective December 1, 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.

F-12

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 $8.0 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.

F-15

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.

F-16

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

F-17

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

F-18

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

F-19

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

Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan

The Amended and Restated 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. See Note 21 for information concerning certain put and call provisions.

F-20

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. 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 Amended and Restated 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 two):

•: 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 two):

•: 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:

F-21

•: 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 or her outstanding option, vested or unvested, with an exercise price lower than $9.42 per share; The $9.42 estimated fair value per share was determined by the Valuation Committee of the Board. The Committee utilized a discounted cash flow analysis prepared by the Company's Chief Financial Officer to establish the fair value per share, and validated the results of this analysis with an internally prepared comparable company analysis. The discounted cash flow analysis provided an estimated range of values from $9.13 - $9.77 per share, while the comparable company analysis supported a range of values from $9.25 to $9.80 per share. Based on the comparability of these value ranges, the Committee opted to set the price in the middle of the range, at $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.

F-22

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.

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

F-24

The March 2004 stock options of IHS Group Inc. were issued with an exercise price of $9.00 per share. This estimated price per share was determined by the Valuation Committee of the Board. The Committee utilized a discounted net cash flow analysis prepared by the Company's Chief Financial Officer to set this value. This analysis supported an estimated fair market value of IHS Group Inc. of $8.75 - $9.25 per share on a fully diluted basis. As a means of validating the discounted net cash flow analysis, the Committee reviewed an internally prepared comparable company valuation analysis, which provided the Committee with market confirmation that the values derived from the discounted net cash flow analysis were reasonable. This comparable company analysis yielded a range of values from $8.75 - $9.65 per share. In light of the comparability of the results of the above procedures, the Committee determined the fair value of the IHS Group Inc. shares to be in the range of $8.75 - $9.25 per share on a fully diluted basis, consistent with the discounted cash flow analysis referenced above. In order to select a specific per share amount, the Committee opted to set the Fair Market Value of the IHS Group Inc. common stock at the mid-point of the range, or $9.00 per share.

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.

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

F-25

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.

Additional information regarding 2004 equity-based grants follows:

Grant Type	Grant Date	Number of Options/Shares		Exercise Price		Fair Value			Intrinsic Value
Subsidiary Options	March 2004	1,589,500	(a)	$	9.00	$	9.00	(d)	$	—
Subsidiary Options	March 2004	250,000		$	12.00	$	9.00	(d)	$	—
Subsidiary Options	September 2004	75,000		$	9.42	$	9.42	(d)	$	—
Deferred Stock Units	December 2004	1,301,801	(b)	$	—	$	9.12	(e)	$	9.12
Restricted Shares	December 2004	1,910,667	(c)	$	—	$	9.12	(e)	$	9.12

(a): Net of same year forfeitures of 106,500 shares
(b): Includes non-executive employees. All of these shares pertained to the Offer and related expense was recorded in 2004 (see Note 12).
(c): Includes directors, new hires and converted shares net of terminated employees. Of this amount, 1,286,667 pertained to the Offer (see Note 12).
(d): Fair value was determined contemporaneously by the Company's valuation committee, a subcommittee of the board of directors.
(e): Fair value was determined contemporaneously by a valuation specialist.

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 single-employer plan, which included operating companies that we did not own nor consolidate, sponsored by our consolidated subsidiary. As a consequence of the spin-off of our plans, and the transfer of the previously consolidated sponsor subsidiary to a related party owned by TBG, 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.

F-26

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 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.

F-27

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

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

F-28

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

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

F-29

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 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 U.S. pension plan and our post-retirement benefit plan were spun off. Previously, they were a part of a single-employer plan, which included operating companies that we did not own nor consolidate, sponsored by our consolidated subsidiary. As a consequence of the spin-off of our plans, 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.

F-30

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	)

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

F-31

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.

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.

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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
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		$	266,870	$	273,310	$	308,161
Decision-support tools			37,705		38,292		44,788
Services			34,336		34,238		41,602

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

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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.

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.

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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. As the dividend and liquidation rights are equal for the two classes of stock, the calculation of weighted-average common shares outstanding aggregates both classes. Additionally, all years presented have been retroactively adjusted to reflect the change in capital structure as discussed in Note 19.

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		55,000		55,000		55,000

Earnings per common share:
	Basic and diluted (Class A and Class B common stock)	$	0.54	$	0.77	$	1.11

21. Deferred Stock Units and Restricted Shares with Put Rights

Deferred stock units and restricted shares granted in the Offer and under the 2004 Long-Term Incentive and Directors Stock Plans (see Note 12) contain a put right on the part of the holder and a call right on the part of the Company. Redemption of the deferred stock units and restricted shares by the holders is considered uncertain as it is contingent upon certain events not occurring. If a listing event (as defined in the plan), which includes an initial public offering, or a change in control, has not occurred on or prior to October 1, 2007, the put right gives the holder the option to sell to the Company, and cause the Company to purchase at fair value, all of the shares of Class A common stock of the Company owned by the holder on October 1, 2007. The put right must be exercised by the holder within 20 calendar days of October 1, 2007. The put right terminates upon the occurrence of a listing event.

If a listing event or change in control has not occurred on or prior to October 1, 2007, the call right gives the Company the exclusive one-time option to purchase from each participant, and to cause each participant to sell, at fair value, all or a portion of the shares held by him or her as of such date. The fair value, for purposes of the Company's purchase of the shares from the holder following the holder's exercise of the put right or the Company's exercise of the call right, will be determined in good faith by the board of directors of the Company or a committee of the board. In determining fair value, the board (or committee) may consider the valuation methodologies and other factors that it deems appropriate.

F-35

IHS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

			November 30, 2004			February 28, 2005
						(Unaudited)
			(In thousands)
Assets
Current assets:
	Cash and cash equivalents		$	124,452		$	132,715
	Accounts receivable, net			117,873			125,507
	Deferred subscription costs			25,727			29,051
	Deferred income taxes			12,173			11,569
	Other			11,625			11,601

Total current assets				291,850			310,443
Non-current assets:
	Property and equipment, net			49,591			48,622
	Intangible assets, net			26,821			26,292
	Goodwill, net			301,880			298,958
	Prepaid pension asset			81,242			83,253
	Other			1,260			1,290

Total non-current assets				460,794			458,415

Total assets			$	752,644		$	768,858

Liabilities and stockholders' equity
Current liabilities:
	Short-term capital leases		$	48		$	30
	Accounts payable			39,516			37,416
	Accrued compensation			28,869			14,493
	Accrued royalties			26,307			26,153
	Other accrued expenses			28,262			26,923
	Income tax payable			9,114			6,765
	Deferred subscription revenue			140,120			161,900

Total current liabilities				272,236			273,680
Long-term debt and capital leases				607			365
Accrued pension liability				7,531			7,689
Accrued post-retirement benefits				18,740			19,381
Deferred income taxes				11,533			12,719
Other long-term liabilities				8,065			5,300
Minority interests				1,209			1,197
Deferred stock units and restricted shares with put rights				11,672			13,088
Stockholders' equity:
	Class A common stock; $0.01 par value per share; 80,000,000 shares authorized; 41,250,000 shares issued and outstanding at November 30, 2004; 43,404,000 shares issued and outstanding at February 28, 2005			413			415
	Class B common stock, $0.01 par value per share, 13,750,000 shares authorized, issued and outstanding			138			138
	Class C common stock, $1.00 par value per share, 1,000 shares authorized, issued and held in treasury			—			—
	Additional paid-in capital			122,300			124,738
	Retained earnings			301,887			315,020
	Accumulated other comprehensive loss			(3,687	)		(4,872	)

		Total stockholders' equity		421,051			435,439

Total liabilities and stockholders' equity			$	752,644		$	768,858

See accompanying notes.

F-36

IHS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

				Three Months Ended
				February 29, 2004			February 28, 2005
				(In thousands, except per share amounts)
Revenue:
	Products			$	83,941		$	97,379
	Services				7,433			19,658

		Total revenue			91,374			117,037
Operating expenses:
	Cost of revenue:
		Products			35,937			43,336
		Services			6,440			12,511
		Compensation expense related to equity awards			—			79

			Total cost of revenue		42,377			55,926
		Selling, general and administrative			31,698			40,799
		Depreciation and amortization			2,286			2,967
		Compensation expense related to equity awards			—			1,195
		Gain on sales of assets, net			(4,458	)		(617	)
		Net periodic pension and post-retirement benefits			(1,448	)		(931	)
		Earnings in unconsolidated subsidiaries			(367	)		(28	)
		Other expense (income), net			2,155			(319	)

			Total operating expenses		72,243			98,992

Operating income					19,131			18,045
	Interest income				79			718
	Interest expense				(4	)		(502	)

		Non-operating income, net			75			216

	Income before income taxes and minority interests				19,206			18,261
	Provision for income taxes				(6,473	)		(5,135	)

	Income before minority interests				12,733			13,126
	Minority interests				(4	)		7

Net income				$	12,729		$	13,133

Earnings per share:
	Basic (Class A and Class B common stock)			$	0.23		$	0.24

	Diluted (Class A and Class B common stock)			$	0.23		$	0.23

Weighted average shares:
	Basic				55,000			55,006

	Diluted				55,000			56,151

Total compensation expense related to equity awards is comprised of the following:
	Cost of products revenue			$	—		$	79
	Cost of services revenue				—			—
	Selling, general and administrative.				—			1,195

				$	—		$	1,274

See accompanying notes.

F-37

IHS INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

		Class A Common Stock		Class B Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total
		(In thousands)
Balance at November 30, 2004		$	413	$	138	$	122,300	$	301,887	$	(3,687	)	$	421,051
Conversion of debt to equity			2		—		2,438		—		—			2,440
Net income			—		—		—		13,133		—			13,133
Other comprehensive income:
	Foreign currency translation adjustments		—		—		—		—		(1,856	)		(1,856	)
	Other		—		—		—		—		671			671

Comprehensive income, net of tax														11,948

Balance at February 28, 2005		$	415	$	138	$	124,738	$	315,020	$	(4,872	)	$	435,439

See accompanying notes.

F-38

IHS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

			Three months ended
			February 29, 2004			February 28, 2005
			(In thousands)
Operating activities
Net income			$	12,729		$	13,133
	Reconciliation of net income to net cash provided by operating activities:
	Depreciation and amortization			2,286			2,967
	Compensation expense related to equity awards			—			1,274
	Gain on sales of assets, net			(4,458	)		(617	)
	Net periodic pension and post-retirement benefits			(1,448	)		(931	)
	Minority interests			4			(7	)
	Deferred income taxes			—			(30	)
	Change in assets and liabilities:
		Accounts receivable, net		8,192			(8,402	)
		Other current assets		(6,212	)		(2,063	)
		Accounts payable		(12,756	)		(2,051	)
		Accrued expenses		5,790			(15,927	)
		Income taxes		(1,053	)		492
		Deferred subscription revenue		22,696			23,283

Net cash provided by operating activities				25,770			11,121
Investing activities
Capital expenditures on property and equipment				(1,047	)		(930	)
Change in other assets				120			(949	)
Acquisitions of businesses, net of cash acquired				(16,085	)		(875	)

Net cash provided by (used in) investing activities				(17,012	)		(2,754	)
Financing activities
Net payments on debt				(16	)		(17	)

Net cash used in financing activities				(16	)		(17	)

Net increase in cash and cash equivalents				8,742			8,350
Foreign exchange impact on cash balance				338			(87	)
Cash and cash equivalents at the beginning of the period				24,051			124,452

Cash and cash equivalents at the end of the period			$	33,131		$	132,715

See accompanying notes.

F-39

IHS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Significant Accounting Policies

Unaudited Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The accompanying condensed consolidated financial statements include our accounts and the accounts of our majority-owned domestic and foreign subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended November 30, 2004. The results of operations for the three months ended February 28, 2005, are not necessarily indicative of the results that may be achieved for the full fiscal year and cannot be used to indicate financial performance for the entire year.

The year-end condensed balance sheet data was derived from the audited November 30, 2004 balance sheet.

Use of Estimates

Reclassifications

Certain reclassifications have been made to the 2004 financial statements to conform to the 2005 presentation.

Stock-based Compensation

We use the intrinsic value method when accounting for options issued to employees in accordance with Accounting Principles Board No. 25, Accounting for Stock Issued to Employees (APB No. 25), and related interpretations. Accordingly, we do not recognize compensation expense related to employee stock options, since options are always granted at a price equal to or in excess of the fair market price on the day of grant. Compensation expense recorded in the financial statements relates to grants of restricted stock. The following table illustrates the effect on net income and earnings per share if we had applied the fair value provisions of Statement of Financial

F-40

Accounting Standards No. 123, " Accounting for Stock-based Compensation" (SFAS No. 123) to stock-based compensation using the fair value accounting provisions of SFAS No. 123:

		February 29, 2004			February 28, 2005
Net income as reported		$	12,729		$	13,133
Deduct: Total equity-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects			(134	)		—

Pro forma net income		$	12,595		$	13,133

Earnings per common share as reported and pro forma:
	Basic (Class A and Class B common stock)	$	0.23		$	0.24

	Diluted (Class A and Class B common stock)	$	0.23		$	0.23

No pro forma compensation expense is presented for the three months ended February 28, 2005, because all outstanding options were settled prior to period end and related compensation expense was accrued and recorded in the year ended November 30, 2004.

Current Quarter Activity

Additional information regarding equity-based grants for the three months ended February 28, 2005 follows:

Grant Type	Grant Date	Number of Units/Shares		Exercise Price		Fair Value			Intrinsic Value
Deferred Stock Units	December 2004	1,301,801	(b)	$	—	$	9.12	(a)	$	9.12
Restricted Shares	December 2004	1,910,667	(c)	$	—	$	9.12	(a)	$	9.12
Restricted Shares	January 2005	25,000		$	—	$	12.00	(d)	$	12.00
Restricted Shares	February 2005	15,000		$	—	$	12.00	(d)	$	12.00
Restricted Shares	February 2005	203,333	(e)		NA	$	12.00	(e)		NA

(a): Fair value was determined contemporaneously by an independent appraiser.
(b): Includes non-executive employees. All of these shares pertained to the Offer and related expense was recorded in 2004.
(c): Includes directors, new hires and converted shares net of terminated employees.
(d): Fair value was determined based upon the note conversion discussed in Note 2.
(e): Shares issued and fair value was determined based on the note conversion discussed in Note 2.

Income Taxes

The effective quarterly tax rate is estimated based upon the effective tax rate expected to be applicable for the full fiscal year.

F-41

Our effective tax rate for the first quarter of 2005 was 28.1%, compared to 33.7% for the prior year period. The decrease in our tax rate was primarily the result of the favorable completion of tax audits and surveys for the years 1998 through 2002 during the first quarter of 2005.

Earnings per Common Share

Earnings per common share (EPS) are 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. As the dividend and liquidation rights are equal for the two classes of stock, the calculation of weighted-average common shares outstanding aggregates both classes. Additionally, the prior year information has been retroactively adjusted to reflect the change in capital structure which occurred in November 2004.

The computations of the basic and diluted EPS amounts are as follows for the three months ended (in thousands, except per share amounts):

			February 29, 2004		February 28, 2005
			(in thousands)
Net income			$	12,729	$	13,133

Weighted average common shares outstanding:
	Shares used in basic per share calculation			55,000		55,006
	Effects of dilutive securities
		Deferred stock units		—		1,069
		Restricted shares		—		76

Shares used in diluted per share calculation				55,000		56,151

Earning per common share
	Basic (Class A and Class B common stock)		$	0.23	$	0.24

	Diluted (Class A and Class B common stock)		$	0.23	$	0.23

Derivatives

We follow the provisions of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities " (SFAS 133). SFAS 133 requires every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in our Condensed Consolidated Balance

F-42

Sheet as either an asset or liability measured at its fair value, with changes in the fair value of qualifying hedges recorded in Other Comprehensive Income. SFAS 133 requires that changes in a derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Accounting for qualifying hedges allows a derivative's gains and losses to offset the related results of the hedged item and requires us to formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment. Based on the criteria established by SFAS 133, all of our hedges consisting of foreign currency forward contracts are deemed effective. While we expect that our derivative instruments will continue to meet the conditions for hedge accounting, if the hedges did not qualify as highly effective or if we did not believe that forecasted transactions would occur, the changes in the fair value of the derivatives used as hedges would be reflected in earnings. We do not believe we are exposed to more than a nominal amount of credit exchange risk in our hedging activities, as our counterparty is an established, well-capitalized financial institution.

Our Swiss subsidiary has its local currency as its functional currency. The functional currency is used to pay labor and other operating costs. However, this subsidiary's customer contracts are paid in U.S. dollars and it also has certain other operating costs which are denominated in Great British Pound sterling. Beginning January 2005, to hedge our Swiss subsidiary's foreign-currency risk, we have effectively converted a portion of our Swiss subsidiary's revenue and operating expenses which are denominated in foreign currencies into the local currency using forward contracts. As of February 28, 2005, the notional amount of those contracts is summarized as follows (in thousands):

Local Currency		Local Currency Amount		USD/GBP			Date Contracts Are Through
Swiss Franc		38,126		$	33,880		December 2005
Swiss Franc		19,923		£	9,152		December 2005

During the three months ended February 28, 2005, we recorded losses of less than $0.1 million and gains of less than $0.1 million for settled forward-exchange contracts, which are reflected in Revenue and Cost of Revenue, respectively, in the accompanying Consolidated Statements of Operations. As of February 28, 2005, we had derivative liabilities of less than $0.1 million associated with foreign-exchange contracts, consisting of the fair market value of forward-exchange contracts.

Additionally, for our Swiss subsidiary, we effectively convert a portion of its U.S.-dollar-denominated accounts receivable to its local currency. As of February 28, 2005, the notional amount of this contract was $16.6 million. During the three months ended February 28, 2005, we recorded losses of approximately $0.3 million in Other (Income) Expense, Net for settled foreign-exchange contracts. These accounts receivable hedges do not qualify for hedge accounting.

2. Debt

On January 7, 2005, we entered into a $125 million unsecured revolving credit agreement ("New Agreement"), which has a feature allowing us to expand the facility to a maximum of $225 million. Origination fees and debt costs were approximately $0.5 million and they 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.

F-43

As of February 28, 2005, we did not have any outstanding amount under the New Agreement.

In February 2005, $2.4 million of certain notes payable related to non-compete agreements from a 2004 acquisition were converted to restricted shares.

3. Other Comprehensive Income (Loss)

Our comprehensive income (loss) for the three months ended February 29, 2004 and February 28, 2005 was as follows:

		Three Months Ended
		February 29, 2004		February 28, 2005
Net income		$	12,729	$	13,133
Other comprehensive income:
	Foreign currency translation adjustments		611		(1,856	)
	Other		—		671

Comprehensive income, net of tax		$	13,340	$	11,948

At February 28, 2005, accumulated comprehensive loss consisted of the following:

	Foreign currency translation adjustments			Minimum pension liability adjustment			Unrealized gains on securities		Accumulated other comprehensive income (loss)
	(In thousands)
Balances, November 30, 2004	$	2,283		$	(5,970	)	$	—	$	(3,687	)
Current period activity		(1,856	)		—			671		(1,185	)

Balances, February 28, 2005	$	427		$	(5,970	)		671	$	(4,872	)

4. Employee Retirement Plans

We implemented FASB Statement No. 132 (SFAS 132), Employers' Disclosures about Pensions and Other Postretirement Benefits (Revised 2003) , in the fourth quarter of 2004. SFAS 132 does not change the accounting and measurement for pensions and other postretirement benefits. It does

F-44

add new disclosures for the footnotes to the financial statements, including interim reporting. Our retirement plan benefit (income) expense are comprised of the following:

	Three Months Ended February 29, 2004									Three Months Ended February 28, 2005
	U.S. Plan			U.K. Plan			Total			U.S. Plan			U.K. Plan			Total
	(In thousands)
Defined-Benefit Plans
Service costs incurred	$	1,013		$	175		$	1,188		$	669		$	207		$	876
Interest costs on projected benefit obligation		3,645			348			3,993			2,777			385			3,162
Expected return on plan assets		(7,384	)		(376	)		(7,760	)		(5,332	)		(341	)		(5,673	)
Amortization of prior service cost		48			—			48			16			—			16
Amortization of actuarial loss		—			110			110			—			188			188
Amortization of transitional obligation/(asset)		(193	)		—			(193	)		(142	)		—			(142	)

Net periodic pension benefit (income) expense	$	(2,871	)	$	257		$	(2,614	)	$	(2,012	)	$	439		$	(1,573	)

Net periodic pension benefit (income) expense was based upon actuarial estimates. Net periodic pension benefit income for the U.S. Plan for the three months ended February 29, 2004, includes the results from the single-employer plan from which IHS's retirement plan was spun off effective November 30, 2004.

	February 29, 2004		February 28, 2005
	(In thousands)
Other Post-retirement Benefits
Service costs incurred	$	370	$	210
Interest costs		660		367
Amortization of net actuarial loss		136		65

Net periodic post-retirement benefit expense	$	1,166	$	642

Net periodic post-retirement benefit expense for the three months ended February 29, 2004, includes the results from the single-employer plan from which the IHS's post-retirement benefit plan was spun off effective November 30, 2004. 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.

5. Segment Information

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No single customer accounted for 10% or more of our total revenue for the three months ended February 29, 2004, or February 28, 2005. 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, gain on sales of corporate assets and net periodic pension and post-retirement benefits income.

	Energy		Engineering		Segment Totals		Amounts not Allocated		Consolidated Total
	(In thousands)
Three Months Ended February 29, 2004
Revenue	$	41,828	$	49,546	$	91,374	$	—	$	91,374
Segment operating income		6,060		11,623		17,683		1,448		19,131
Depreciation and amortization		1,185		955		2,140		146		2,286
Three Months Ended February 28, 2005
Revenue	$	58,152	$	58,885	$	117,037	$	—	$	117,037
Segment operating income		11,570		6,201		17,771		274		18,045
Depreciation and amortization		1,731		1,040		2,771		196		2,967

6. Deferred Stock Units and Restricted Shares with Put Rights

Deferred stock units and restricted shares granted in the Offer and under the 2004 Long-Term Incentive and Directors Stock Plans contain a put right on the part of the holder and a call right on the part of the Company. Redemption of the deferred stock units and restricted shares by the holders is considered uncertain as it is contingent upon certain events not occurring. If a listing event (as defined in the plan), which includes an initial public offering, or a change in control, has not occurred on or prior to October 1, 2007, the put right gives the holder the option to sell to the Company, and cause the Company to purchase at fair value, all of the shares of Class A common stock of the Company owned by the holder on October 1, 2007. The put right must be exercised by the holder within 20 calendar days of October 1, 2007. The put right terminates upon the occurrence of a listing event. Assuming we had to redeem all outstanding deferred stock units and restricted shares at February 28, 2005, at a fair value of $12.00 per share, we would disburse approximately $40.4 million.

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Inside back cover

The IHS Inc. logo also appears at the top of the inside back cover, followed by two screen shots from our products. The screen shot in the middle of the page is a map from one of our oil and gas databases, with the following text to the right of the picture: "Customers use our oil and gas databases to analyze and prioritize where to drill and how to maximize the capacity of their drilling strategy." The screen shot at the bottom of the page shows our Haystack product. The text to the right of this picture reads: "Haystack helps engineers and logisticians in aerospace and defense, including the U.S. Government, foreign governments and defense contractors, identify parts for design, maintenance and repair."

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		12
Special Note Regarding Forward-Looking Statements		20
Use of Proceeds		21
Dividend Policy		21
Capitalization		22
Dilution		23
Selected Historical Condensed Consolidated Financial Data		24
Management's Discussion and Analysis of Financial Condition and Results of Operations		27
Business		49
Management		63
Principal and Selling Stockholders		93
Certain Relationships and Related Transactions		95
Description of Capital Stock		98
Shares Eligible for Future Sale		107
Material United States Federal Tax Considerations for Non-U.S. Holders of Common Stock		111
Underwriting		113
Validity of Class A Common Stock		116
Experts		116
Where You Can Find More Information		117
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.

15,325,000 Shares

IHS Inc.

Class A Common Stock

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	$	34,226
NASD filing fee		35,500
New York Stock Exchange listing fee		250,000
Printing and engraving expenses		750,000
Legal fees and expenses		1,750,000
Accounting fees and expenses		750,000
Blue Sky fees and expenses		5,000
Transfer agent and registrar fees		50,000
Miscellaneous		375,274

Total	$	4,000,000

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.

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

II-1

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 2004 Offer Under the Non-Qualified Stock Option Plan and the 2002 Non-Qualified Stock Option Plan of IHS Group Inc.;
•: 636,667, 47,000, and 59,000 restricted shares of Class A common stock to certain senior executives, non-employee directors, and newly hired employees, respectively, pursuant to the Registrant's Amended and Restated 2004 Long-Term Incentive Plan; and
•: 203,333 restricted shares of Class A common stock upon the conversion of notes payable.

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.

In April 2005, the Registrant agreed to sell shares of its Class A common stock to three investment entities affiliated with General Atlantic LLC for an aggregate purchase price of $75 million. This issuance was deemed to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) thereof.

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*		Form of Amended and Restated Certificate of Incorporation
3.2*		Form of Amended and Restated By-Laws
4.1†		Form of Class A Common Stock Certificate
4.2*		Form of Registration Rights Agreement among IHS Inc. and Urvanos Investments Limited and Urpasis Investments Limited
4.3*		Form of Rights Agreement between IHS Inc. and Computershare Trust Company, Inc., 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

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10.2*		Stock Purchase Agreement by and among IHS Inc., General Atlantic Partners 80, L.P., GAP Coinvestments III, LLC and GAP Coinvestments IV, LLC, dated as of April 11, 2005.
10.3*		Employment Agreement by and between IHS Inc. and Charles A. Picasso, dated as of October 15, 2004
10.4*		Employment Agreement by and between IHS Inc. and Stephen Green, dated as of November 1, 2004
10.5*		Employment Agreement by and between IHS Inc. and Michael J. Sullivan, dated as of November 1, 2004
10.6*		Employment Agreement by and between IHS Inc. and H. John Oechsle, dated as of November 1, 2004
10.7*		Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of August 4, 2004
10.8*		Amendment to Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of November 29, 2004
10.9*		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
10.10*		Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan
10.11*		IHS Inc. 2004 Directors Stock Plan
10.12*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2004 Restricted Stock Award
10.13*		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Charles A. Picasso, dated as of December 23, 2004
10.14*		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Jerre L. Stead, dated as of December 23, 2004
10.15*		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for H. John Oechsle, dated as of December 23, 2004
10.16*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Performance Share Award—IPO—Senior Executive
10.17*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Performance Share Award—IPO—Vice President and Senior Vice President Groups
10.18*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Performance Unit Award—IPO—Vice President and Senior Vice President Groups
10.19*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Award—IPO—Vice President and Senior Vice President Groups
10.20*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Unit Award—IPO—Vice President and Senior Vice President Groups
10.21*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Award—IPO—Senior Director and Director Groups
10.22*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Unit Award—IPO—Senior Director and Director Groups

II-3

10.23*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Award—IPO—All-Employee Award
10.24*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Unit Award—IPO—All-Employee Award
10.25*		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)
10.26*		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)
10.27†		IHS Inc. Employee Stock Purchase Plan
10.28*		IHS Supplemental Income Plan
10.29*		Summary sheet for nonemployee director compensation
10.30†		Form of Indemnification Agreement between the Company and its Directors
10.31*		IHS Executive Relocation Policy (2004)
10.32*		Letter to Charles Picasso regarding IHS' Cherry Creek Country Club membership, dated February 16, 2005
10.33*		Indemnification Agreement by and between TBG Holdings N.V. and IHS Inc., dated as of March 8, 2005
10.34†		Amendment No. 1, dated as of May 17, 2005, to Indemnification Agreement by and between TBG Holdings N.V. and IHS Inc., dated as of March 8, 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 (included on signature page)

*

Previously filed.

†

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

II-4

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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 4 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 20th day of May 2005.

		IHS INC.
		By:	/s/ STEPHEN GREEN Name: Stephen Green Title: Senior Vice President and General Counsel

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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jerre L. Stead and Stephen Green, and each of them, her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign any and all amendments (including post- effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 4 to Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on the 20th day of May 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 Officer)
/s/ HEATHER MATZKE-HAMLIN Heather Matzke-Hamlin		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
* Jerre L. Stead		Chairman of the Board
* C. Michael Armstrong		Director
* Steven A. Denning		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

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EXHIBIT INDEX

Exhibit Number		Description
1*		Form of Underwriting Agreement
3.1*		Form of Amended and Restated Certificate of Incorporation
3.2*		Form of Amended and Restated By-Laws
4.1†		Form of Class A Common Stock Certificate
4.2*		Form of Registration Rights Agreement among IHS Inc. and Urvanos Investments Limited and Urpasis Investments Limited
4.3*		Form of Rights Agreement between IHS Inc. and Computershare Trust Company, Inc., 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*		Stock Purchase Agreement by and among IHS Inc., General Atlantic Partners 80, L.P., GAP Coinvestments III, LLC and GAP Coinvestments IV, LLC, dated as of April 11, 2005.
10.3*		Employment Agreement by and between IHS Inc. and Charles A. Picasso, dated as of October 15, 2004
10.4*		Employment Agreement by and between IHS Inc. and Stephen Green, dated as of November 1, 2004
10.5*		Employment Agreement by and between IHS Inc. and Michael J. Sullivan, dated as of November 1, 2004
10.6*		Employment Agreement by and between IHS Inc. and H. John Oechsle, dated as of November 1, 2004
10.7*		Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of August 4, 2004
10.8*		Amendment to Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of November 29, 2004
10.9*		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
10.10*		Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan
10.11*		IHS Inc. 2004 Directors Stock Plan
10.12*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2004 Restricted Stock Award
10.13*		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Charles A. Picasso, dated as of December 23, 2004
10.14*		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Jerre L. Stead, dated as of December 23, 2004
10.15*		IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for H. John Oechsle, dated as of December 23, 2004

10.16*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Performance Share Award—IPO—Senior Executive
10.17*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Performance Share Award—IPO—Vice President and Senior Vice President Groups
10.18*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Performance Unit Award—IPO—Vice President and Senior Vice President Groups
10.19*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Award—IPO—Vice President and Senior Vice President Groups
10.20*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Unit Award—IPO—Vice President and Senior Vice President Groups
10.21*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Award—IPO—Senior Director and Director Groups
10.22*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Unit Award—IPO—Senior Director and Director Groups
10.23*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Award—IPO—All-Employee Award
10.24*		IHS Inc. 2004 Long-Term Incentive Plan, Form of 2005 Restricted Stock Unit Award—IPO—All-Employee Award
10.25*		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)
10.26*		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)
10.27†		IHS Inc. Employee Stock Purchase Plan
10.28*		IHS Supplemental Income Plan
10.29*		Summary sheet for nonemployee director compensation
10.30†		Form of Indemnification Agreement between the Company and its Directors
10.31*		IHS Executive Relocation Policy (2004)
10.32*		Letter to Charles Picasso regarding IHS' Cherry Creek Country Club membership, dated February 16, 2005
10.33*		Indemnification Agreement by and between TBG Holdings N.V. and IHS Inc., dated as of March 8, 2005
10.34†		Amendment No. 1, dated as of May 17, 2005, to Indemnification Agreement by and between TBG Holdings N.V. and IHS Inc., dated as of March 8, 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 (included on signature page)

*: Previously filed.
†: Filed herewith.

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PROSPECTUS SUMMARY
Our Company
Our Competitive Strengths
Our Growth Strategy
Private Placement
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 CONDENSED 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 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
IHS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
IHS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
IHS INC. CONDENSED CONSOLIDATED BALANCE SHEETS
IHS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
IHS INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
IHS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
IHS INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Part II Information Not Required in Prospectus
SIGNATURES
EXHIBIT INDEX

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Exhibit 4.1

CLASS A COMMON STOCK PAR VALUE $0.01				CLASS A COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY OR DENVER, CO
Certificate Number ZQ		IHS INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE		Shares ** * *** * * ****

THIS CERTIFIES THAT		Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample Sample **		CUSIP 451734 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of		** Shares ** Shares ** Shares ** Shares ** Shares ** Shares ** Shares ** Shares ** Shares ** Shares ** Shares ** Shares ** Shares ** Shares Shares **** Shares ** Shares ** Shares ** Shares ** Shares ** Shares Shares **** Shares ** Shares ** Shares ** Shares ** Shares ** Shares Shares **** Shares ** Shares ** Shares ** Shares ****

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK OF

IHS INC. (hereinafter called the "Company" ), transferable only on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

FACSIMILE SIGNATURE TO COME President		[IHS INC. SEAL 1994 DELAWARE]		DATED «Month Day, Year» COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST CO., INC. (DENVER) TRANSFER AGENT AND REGISTRAR,
FACSIMILE SIGNATURE TO COME Secretary				By		AUTHORIZED SIGNATURE

SECURITY INSTRUCTIONS ON REVERSE

IHS INC.

The Corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class of shares authorized to be issued and the variations in the relative rights and preferences between the shares of each series of a class of shares so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of the subsequent series.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM

—

as tenants in common

UNIF GIFT MIN ACT

—

Custodian

TEN ENT

—

as tenants by the entireties

(Cust)

(Minor)

JT TEN

—

as joint tenants with right of survivorship and not as tenants in common

under Uniform Gifts to Minors Act

(State)

UNIF TRF MIN ACT

—

Custodian (until age )

(Cust)

(Minor)

under Uniform Transfers to Minors Act

(State)

Additional abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)


		Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated:		20	Signature:

Signature(s) Guaranteed:
BY:	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.		Signature:	Notice: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

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Exhibit 4.1

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Exhibit 10.27

IHS INC. EMPLOYEE STOCK PURCHASE PLAN
(Effective as of September 1, 2005)

1.

Purpose . The purpose of the Employee Stock Purchase Plan (the "Plan") is to facilitate capital accumulation by Eligible Employees in the form of Common Stock of IHS Inc. and thereby to provide employee identification with and commitment to the goals of the Company.

2.

Definitions . Whenever used in this Plan:

(a): Board of Directors means the Board of Directors of IHS Inc.
(b): Code means the Internal Revenue Code of 1986, as amended.
(c): Committee means the Human Resources Committee of the Board of Directors of IHS Inc. or its duly authorized agent, as determined by the Committee.
(d): Common Stock means the Class A Common Stock (par value $0.01 per share) of IHS Inc.
(e): Company means IHS Inc. and any subsidiary thereof that becomes a participating employer in the Plan.
(f): Compensation means the annualized rate of salary in effect for the Eligible Employee on the respective Date of Offering, including base salary, wages, overtime, pay at premium rates, and pre-tax deferrals to a retirement plan or cafeteria benefits plan, but excluding commissions, bonuses, reimbursements, amounts not included for income tax purposes, certain other taxable benefits such as group life premiums and moving expenses.
(g): Date of Offering means the first business day of the Purchase Period and thereafter the first business day of each subsequent Purchase Period.
(h): Eligible Employee means any person who is a regular employee of the Company on a Date of Offering during the term of this Plan. Newly hired employees whose first day of employment falls within a Purchase Period will be eligible to participate in the next Purchase Period; provided, however, that "Eligible Employee" shall not include any person who, immediately prior to the offering on a Date of Offering, (i) is a director of IHS Inc.; or (ii) would be deemed for purposes of Code §423(b)(3) to own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of IHS Inc. Directors of subsidiary companies of IHS Inc. are Eligible Employees unless otherwise designated by the Board of Directors of IHS Inc. In the sole discretion of the Board of Directors, all employees who would be deemed to be "insiders" pursuant to Section 16 of the Securities Exchange Act of 1934 may be excluded from the definition of "Eligible Employee" for purposes of any one or more offerings under Section 4 of the Plan.
(i): Market Price means the closing sale price for Common Stock on the New York Stock Exchange as reported in The Wall Street Journal on a given day or, if no sales of Common Stock were made on that day, on the next preceding day on which sales were made and prices reported. If the Common Stock of the Company is not admitted to trading on a national exchange on the dates for which closing prices of the Common Stock are to be determined, then reference shall be made to the fair market value of the Common Stock on that date, as determined on such basis as shall be established or specified by the Committee and/or the Board of Directors.
(j): Offering Price means a price no less than eighty-five percent (85%) of the lower of the Market Price of Common Stock on the first business day of a Purchase Period and the Market Price of Common Stock on the last business day of a Purchase Period, as determined by the Committee in its sole discretion with respect to each Purchase Period.

(k): Plan means the IHS Inc. Employee Stock Purchase Plan. The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Code § 423.
(l): Purchase Period means the period of September 1, 2005, to November 30, 2005, and thereafter each quarterly period commencing on the first day and ending on the last day of each fiscal quarter, during and with respect to which periods payroll deductions shall be made from the Compensation of Eligible Employees electing to purchase Common Stock under the Plan for the period then ending.
(m): Purchase Price means the aggregate amount to be paid for the number of shares purchased as determined under Section 5, and so withheld from a given Eligible Employee's Compensation during a given Purchase Period, subject to adjustment pursuant to Section 5 below.
(n): Pay Period means an employee's normal compensation period for which wages and/or salary are paid to the employee for work during that period.

3.

Scope of the Plan . Shares of Common Stock may be made available for purchase by Eligible Employees during the five (5)-year period commencing September 1, 2005, as hereinafter provided, but not more than 1,000,000 shares of Common Stock (subject to adjustment as provided in Section 15) shall be purchased pursuant to this Plan. All shares of Common Stock purchased pursuant to this Plan shall be subject to the same terms, conditions, rights, and privileges. The shares of Common Stock purchased by Eligible Employees pursuant to this Plan may be treasury shares, newly issued shares, or shares purchased on an open market, to be determined at the discretion of the Committee from time to time. If a registration statement or other exemption from registration is not then in effect under the Securities Act of 1933 (the "Securities Act"), the Plan shall in all cases be administered to comply with Rule 701 of the Securities Act as then in effect.

4.

Offerings .

(a): Subject to the terms and conditions of this Plan, the Board of Directors through the Committee shall make an offering on September 1, 2005 (the "Initial Date of Offering") to Eligible Employees to purchase Common Stock under this Plan on November 30, 2005. Thereafter, each Date of Offering shall occur on the first business day of each subsequent Purchase Period so that Eligible Employees may purchase Common Stock under this Plan on the last business day of that Purchase Period.
(b): Prior to each Date of Offering, the Committee shall determine the terms and conditions of the offering, including the method for calculation of the Offering Price within the parameters set forth in Section 1(j) above. On or after the Date of Offering, the Committee may not alter the terms and conditions of the offering.
(c): A summary of the terms and conditions for each such offering shall be provided to participants and shall specify such information as the Committee may deem appropriate, including, for example, (a) the Offering Price, (b) the aggregate number of shares of Common Stock available for purchase under the Plan with respect to that offering, and (c) the number of shares of Common Stock available for purchase under the Plan by an individual with respect to that offering for that Purchase Period.

5.

Amount of Common Stock for Purchase .

(a): Anything herein to the contrary notwithstanding, subject to the provisions of this Plan, and as to any offering made hereunder, on the last business day of each Purchase Period, each Eligible Employee shall purchase the number of shares of Common Stock equal to the Purchase Price divided by the Offering Price, subject to the provisions of this Plan and the terms and conditions established by the Committee for a given offering.

(b): Anything herein to the contrary notwithstanding, if any Eligible Employee who elects to purchase shares of Common Stock hereunder would be deemed for the purposes of Code §§ 423(b)(3) and 424(d) to own stock (including the maximum number of shares of Common Stock covered by the election determined pursuant to Section 5(a)) possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company, the maximum number of shares of Common Stock covered by the election shall be reduced to that number of whole shares which, when added to the stock which such person is so deemed to own (excluding the maximum number of shares of Common Stock covered by the option determined pursuant to the foregoing formula), is less than such five percent (5%).
(c): Anything herein to the contrary notwithstanding, no Eligible Employee may elect to purchase shares under this Plan which (within the meaning of the limitation provided by Code § 423(b)(8)) would permit his or her rights to purchase stock under all qualified employee stock purchase plans of the Company to accrue at a rate in excess of $25,000 of fair market value of the Common Stock (as of the time of grant) for each calendar year for which such election is outstanding at any time. If such be the case with respect to an election under this Plan determined pursuant to the foregoing formula, such election shall be reduced to cover only the greatest number of whole shares an election for which may be purchased within the limitation provided by Code § 423(b)(8).
(d): In the event that the calculation of the number of shares of Common Stock purchased by a given Eligible Employee at the Purchase Price would involve the purchase of a fractional share, the number of shares purchased shall be decreased to the next whole number, the Purchase Price shall be reduced accordingly, and any difference between the resulting Purchase Price and the amount actually withheld from the Eligible Employee's Compensation over the course of the Purchase Period shall be either (1) distributed to the employee if no valid election under this Plan is in effect for the subsequent Purchase Period or (2) carried over to that employee's Purchase Price for the subsequent Purchase Period.
(e): If Eligible Employees elect, in any one offering, to elect to purchase shares of the Company's stock to an extent that would result in the purchase of more than the aggregate number of shares of Common Stock specified by the Board of Directors for that offering, the Committee shall adjust such purchase elections on a pro rata basis, in accordance with the number of shares of Common Stock actually subscribed for by each such Eligible Employee, so that the aggregate number of shares subject to purchase under that offering does not exceed such specified number of shares.

6.

Method of Participation .

(a): The Committee shall give notice to Eligible Employees of each offering of Common Stock pursuant to Section 4 of this Plan and the terms and conditions for each offering, including the Purchase Price and such other information as the Committee may determine. Each such notice shall be subject to revision by the Company at any time prior to the Date of Offering.
(b): Each Eligible Employee who, in accordance with Section 5(a), desires to elect to purchase shares of Common Stock under an offering shall signify his or her election to do so during the open enrollment period preceding each Purchase Period. The notice of election, or a cancellation or any revision of such notice of election, shall be in the form and manner prescribed by the Committee. Each such Eligible Employee also shall authorize the Company, in the form and manner prescribed by the Committee, to make payroll deductions to cover the Purchase Price (pursuant to Section 7 hereof). Such election and authorization shall take effect with respect to the next Purchase Period following the open enrollment period and shall continue in effect for each subsequent Purchase Period unless and until such Eligible

Employee withdraws from this Plan, modifies his or her authorization and designation, or terminates his or her employment with the Company, as hereinafter provided.

(c): Any Eligible Employee who shall not make a timely election as provided in Section 6(b), shall be deemed to have elected not to accept to purchase shares of the Company's stock during that Purchase Period. Such election shall be irrevocable for such offering.

7.

Payroll Deductions .

(a): The election by an Eligible Employee pursuant to Section 6 hereof shall state the percentage (in whole number increments between 1% and 15%, inclusive) that shall be withheld from the Eligible Employee's Compensation during the Purchase Period.
(b): The Company shall exercise reasonable efforts to withhold the designated amount (calculated from the percentage of the Eligible Employee's Compensation designated pursuant to Section 7(a) hereof) in substantially equal installments from each Pay Period that occurs during the Purchase Period, subject to variations in amount and subsequent adjustments deemed necessary by the Company.
(c): Following each Date of Offering, the Company shall, as soon as practicable, provide each Eligible Employee having made a valid election to purchase shares of Common Stock under the offering a notice confirming the resulting amount payroll deductions for each Pay Period scheduled to occur during the Purchase Period.
(d): In the event an Eligible Employee participating in this Plan is not actively working and being paid a regular salary, because of leave of absence, temporary lay-off, long term disability or any other reason (other than reduction as provided in Section 8, withdrawal as provided in Section 9, or termination of employment as provided in Section 10), the shortfall between the Eligible Employee's planned total deductions for that Purchase Period and the actual deductions cannot be made up. In the case of an Eligible Employee's absence during a short term disability, normal deductions for the Plan will continue during the disability period, subject to Sections 8 and 9, unless (1) disability payments are made by a third party such as a government or private insurance or welfare fund, or (2) such deductions are prohibited by law in the Eligible Employee's home country.

8.

Right to Reduce or Suspend Deductions . An Eligible Employee who has elected to purchase shares of Common Stock for a given Purchase Period may, at any time prior to the date upon which the employee's payroll amount is calculated and prepared for payment for the last Pay Period scheduled to occur during the Purchase Period, direct the Company to (a) reduce his or her payroll deduction to a lesser percentage, or (b) suspend payroll deductions. Upon either of such actions, payroll deductions with respect to such purchase shall be reduced or suspended on the earliest date reasonably practicable for the Company. If the employee has directed that payroll deductions be reduced or suspended, any sum previously deducted with respect to the offering shall be retained by the Company until the end of the Purchase Period, and shall be applied, along with any additional deductions at the reduced rate (if any), to the employee's purchase of shares as provided in Section 10.

Any Eligible Employee who suspends payroll deductions during a given Purchase Period may not thereafter resume payroll deductions for the Purchase Period, and any Eligible Employee who reduces payroll deductions may not thereafter further reduce or increase payroll deductions, except that he or she may subsequently suspend payroll deductions during the Purchase Period. Notification of an Eligible Employee's election to reduce or suspend deductions shall be made by the filing of an appropriate notice to such effect with the Committee.

9.

Right to Withdraw . Any Eligible Employee may direct the Company to cancel an election to purchase shares at any time during the Purchase Period prior to the date upon which the Eligible Employee's payroll amount for that period is calculated and prepared for payment for the last Pay Period of the Purchase Period. If the Eligible Employee has so directed, the Company shall cancel any pending payroll deduction for the Eligible Employee and shall, as soon as practicable, refund all requested amounts credited to the account of such Eligible Employee with respect to the applicable offering. An Eligible Employee who elects to withdraw from the Plan may enroll for a subsequent Purchase Period. Notification of an Eligible Employee's election to cancel his or her payroll deductions and withdraw funds shall be made by the filing of an appropriate notice to such effect with the Committee.

10.

Termination of Employment .

(a)

In the event the employment of an Eligible Employee who has elected to purchase shares of Common Stock is terminated prior to conclusion of the Purchase Period because of death, the Eligible Employee's estate may either:

(1): cancel the election and payroll deduction, in which event the Company shall, as soon as reasonably practicable, make a cash distribution to the estate of all amounts credited to such employee's account for the Purchase Period in which the Eligible Employee's employment terminated; or
(2): elect to carry through with the purchase of Common Stock contemplated by the Eligible Employee's election for the Purchase Period in which Eligible Employee died, provided that (i) the Purchase Price for the Purchase Period shall consist solely of the payroll deductions from the Pay Periods that occurred prior to the Eligible Employee's death, (ii) any difference between such Purchase Price and actual withholdings (calculated pursuant to Section 5(c) hereof) shall be distributed in cash to the estate, and (iii) in the event that a valid election under this Section 10(a)(2) occurs after the last business day of the Purchase Period in which the Eligible Employee died (as permitted under Section 10(c) below), then the purchase of Common Stock shall occur on the last business day of the subsequent Purchase Period at the Offering Price for that subsequent Purchase Period.

The election of an estate pursuant to this Section 10(a) must be made by notification received by the Committee prior to the second to last business day of the Purchase Period following the Purchase Period in which the Eligible Employee's death occurred. In the event no notification is timely made, the Company shall act in accordance with Section 10(a)(1) above.

(b): In the event the employment of an Eligible Employee who has elected to purchase shares of Common Stock is terminated for any reason other than death, the Company shall, as soon as practicable, refund all amounts credited to his or her account under any offering in which he or she is participating under this Plan. Any Eligible Employee who is on an unpaid leave of absence for longer than ninety (90) days and whose reemployment is not guaranteed either by statute or by contract shall be deemed to have terminated employment for purposes of this Plan on the ninety-first (91st) day of such absence.

11.

Purchase of Shares .

(a): As of the first day of the Purchase Period, the Committee shall determine the applicable Offering Price for the Purchase Period according to the method selected by the Committee prior to the Date of Offering pursuant to Section 4 above.
(b): Unless an Eligible Employee who has elected to purchase shares under the offering has subsequently withdrawn from the offering pursuant to Section 9 or 10(a)(1) hereof, his or her

election to purchase shall become on the last business day of the applicable Purchase Period an irrevocable obligation to purchase Common Stock in accordance with the provisions of this Plan.

(c): For employees whose earnings are paid in a currency other than United States Dollars, the Purchase Price shall be converted into the appropriate currency by the Committee using the currency exchange rates published in The Wall Street Journal on the date of purchase.
(d): Following each Date of Offering, the Company shall, as soon as practicable, provide each participating Eligible Employee a notice confirming the number of shares purchased, the per share and aggregate Offering Price, and any reduction, cash distribution, or amount carried over to the subsequent Purchase Period in accordance with Section 5(c) above.
(e): As soon as reasonably practicable after distribution of the notice described in Section 11(c) above, the purchased shares shall be delivered to an account provided by the Company with the Plan's administrator designated by the Company.
(f): The cash distribution (if any) or amount remaining (if any) in the account of an Eligible Employee resulting from the calculations under Section 5(c) above shall not accrue interest for the Eligible Employee's benefit.

12.: Rights as a Stockholder . An Eligible Employee who has elected to purchase shares of Common Stock under this Plan shall not be entitled to any of the rights or privileges of a stockholder of the Company with respect to such shares, including the right to receive any dividends which may be declared by the Company, until such time as he or she actually has paid the Purchase Price for such shares and shares have been delivered in accordance with Section 11 hereof.
13.: Rights Not Transferable . An Eligible Employee's rights under this Plan are exercisable only by the Eligible Employee (or his or her legal representative, if applicable) during the Eligible Employee's lifetime, and may not be sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution. Any attempt to sell, pledge, assign, or transfer the same shall be void, and automatically shall cause any such rights held by the Eligible Employee to be terminated. In such event, the Company shall refund all remaining amounts credited to the account of such Eligible Employee under this Plan.
14.: Administration of the Plan . This Plan shall be administered by the Committee, which is authorized to make such rules as may be necessary to carry out its provisions. The Committee shall have the sole discretion to resolve any questions or disputes arising in the administration, interpretation, and application of this Plan, and all such determination shall be conclusive and binding on all parties.
15.: Adjustment Upon Changes in Capitalization . In the event of any change in the Common Stock of the Company by reason of stock dividends, split-ups, corporate separations, recapitalizations, mergers, consolidations, combinations, exchanges of shares, and the like, the aggregate number and class of shares available under this Plan and the number, class, and Offering Price of shares to be purchased pursuant to the Plan shall be adjusted appropriately by the Committee.
16.: Registration of Certificates . Common Stock purchased pursuant to the Plan may be registered in the name of the Eligible Employee, or, if he or she so designates, in the Eligible Employee's name jointly with another individual, with right of survivorship.
17.: Amendment of Plan . The Company may at any time amend, modify, suspend, or terminate the Plan, in whole or in part, by action of the Board of Directors or the Committee or its delegates; provided, however, that without stockholder approval on the same basis as required by Section 20 below, no amendment shall be made (a) increasing the number of shares to be reserved under this Plan, (b) decreasing the Offering Price, (c) withdrawing the administration of this Plan from the

Committee, or (d) changing the definition of subsidiaries or employees eligible to participate in the Plan.

18.

Termination of the Plan . This Plan, and all rights of Eligible Employees in any offering hereunder, shall terminate at the earliest of:

(a): satisfaction of all obligations of the Company following the purchase of Common Stock on the last business day of the final Purchase Period authorized hereby;
(b): the day that Eligible Employees participating in offerings made under this Plan become entitled to purchase a number of shares of Common Stock equal to or greater than the aggregate number of shares remaining available for purchase under this Plan; or
(c): at any time, at the discretion of the Board of Directors, after thirty (30) days' notice has been given to all Eligible Employees.

Upon termination of this Plan, shares of Common Stock shall be issued to Eligible Employees in accordance with Section 10, and cash, if any, remaining in the accounts of the Eligible Employees shall be refunded to such Eligible Employees, as if the Plan were terminated at the end of a Purchase Period.

19.: Governmental Regulations and Listing . All rights granted or to be granted to Eligible Employees under this Plan are expressly subject to all applicable laws and regulations and to the approval of all governmental authorities required in connection with the authorization, issuance, sale, or transfer of shares of Common Stock pursuant to this Plan, including, without limitation, there being a current registration statement of the Company under the Securities Act of 1933, as amended, covering the shares of Common Stock purchasable on the last business day of a given Purchase Period, or there being an exemption from registration available (as determined by the Committee in the Committee's sole judgment). The Committee may, in its sole discretion, extend any Purchase Period until the first business day after the effective date of such a registration statement, or post-effective amendment thereto. If applicable, all such rights hereunder are also similarly subject to effectiveness of an appropriate listing application to the National Association of Securities Dealers, Inc., covering the shares of Common Stock to be purchased under the Plan upon official notice of issuance.
20.: Tax Consequences . It is intended that the Plan be operated such that no income is recognized by an Eligible Employee when the election to purchase is made, or when the purchase of shares is made. However, the Eligible Employee must include as ordinary taxable income at the time of sale or other taxable disposition of the Common Stock, any discount of the purchase price (equal to the lesser of: (a) the amount, if any, by which the fair market value of the Common Stock upon purchase exceeds the Purchase Price; or (b) the amount, if any, by which the Common Stock's fair market value at the time of such disposition or death exceeds the Purchase Price). In general, the Eligible Employee also will recognize capital gain on any increase in fair market value in the Common Stock (in excess of the Employee's basis in the Common Stock), if the disposition occurs at least two years after the date of purchase and if the Eligible Employee has held the Common Stock at least twelve months (the "Holding Period"). If the Eligible Employee disposes of the Common Stock acquired by purchase under the Plan before the expiration of the Holding Period, the Eligible Employee must recognize as ordinary compensation income the difference between the Common Stock's fair market value and its Purchase Price in the year of the disposition. This Section 20 is provided as a general summary of tax laws that may be applicable to purchases of Common Stock made under this Plan. The Company, the Board, and the Committee strongly urge each Eligible Employee who participates in the Plan to seek competent tax planning advice in advance of making any election under the Plan.

21.

Miscellaneous .

(a): This Plan shall be submitted for approval by the stockholders of the Company prior to September 1, 2006, in accordance with standard corporate procedures. Purchase of shares under the Plan prior thereto shall be subject to the condition that prior to such date this Plan shall be approved by such stockholders in the manner contemplated by Code § 423(b)(2). If not so approved prior to such date, this Plan shall terminate, all options hereunder shall be canceled and be of no further force or effect, and the Company shall, as soon as practicable, refund to all Eligible Employees, all sums credited to their respective accounts in accordance with Section 7 hereof.
(b): This Plan shall not be deemed to constitute a contract of employment between the Company and any Eligible Employee, nor shall it interfere with the right of the Company to terminate any Eligible Employee and treat him or her without regard to the effect such treatment might have upon him or her under this Plan.
(c): This Plan shall be construed and its provisions enforced and administered in accordance with the laws of the State of Colorado, applicable laws of the United States, including the applicable provisions of Code §§ 421 and 423 and all related Code sections applicable to a qualified "employee stock purchase plan" and the Securities Act.
(d): The Committee shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company may operate to assure the viability of the Plan to Eligible Employees employed in such countries and to meet the objectives of the Plan.
(e): Wherever appropriate as used herein, the masculine gender may be read as the feminine gender, the feminine gender may be read as the masculine gender, the singular may be read as the plural and the plural may be read as the singular.
(f): If any one or more of the terms, conditions, or provisions of this Plan shall for any reason, or to any extent, in whole or in part, be held invalid, illegal, or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remainder of such terms, conditions, or provisions, or any other provision of this Plan, and this Plan shall be construed as if the invalid, illegal, or unenforceable term, condition, or provision had never been contained herein, reasonable terms deemed by the Committee to comply with the determination of the applicable court or governmental agency shall be deemed to replace the invalid, illegal, or unenforceable term, condition, or provision, and each remaining term, condition, and provision of this Plan shall be valid and enforced to the fullest extent permitted by law.

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IHS INC. EMPLOYEE STOCK PURCHASE PLAN (Effective as of September 1, 2005)

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EXHIBIT 10.30

FORM OF INDEMNIFICATION AGREEMENT

IHS INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this " Agreement "), made and entered into as of the day of , 20 , by and between IHS Inc., a Delaware corporation (the " Company "), and (" Indemnitee ").

W I T N E S S E T H:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against risks of claims and actions against them arising out of their service to, and activities on behalf of, the corporation.

WHEREAS, the Board of Directors of the Company (the " Board ") has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.

WHEREAS, the Amended and Restated Certificate of Incorporation of the Company provides for limitations of liability for directors and provides that the Company shall indemnify and advance expenses to all directors and officers of the Company in the manner set forth therein and to the fullest extent permitted by applicable law. In addition, Indemnitee may be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (" DGCL "). The Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors with respect to indemnification.

WHEREAS, the uncertainties relating to such insurance and to indemnification may increase the difficulty of attracting and retaining directors.

WHEREAS, the Board has determined that the possible increased difficulty in attracting and retaining directors is detrimental to the best interests of the Company's stockholders and that the Company should act to assure directors that there will be increased certainty of such protection in the future.

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

WHEREAS, this Agreement is a supplement to, and in furtherance of, the certificate of incorporation and by-laws of the Company and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

WHEREAS, Indemnitee does not regard the protection available under the Company's certificate of incorporation and by-laws and insurance as adequate under the present circumstances, and may not

be willing to serve as a director of the Company without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve and continue to serve for or on behalf of the Company on the condition that he be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

ARTICLE 1
Certain Definitions

(a) As used in this Agreement:

" Change in Control " shall be deemed to have occurred in any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Exchange Act, regardless of whether the Company is then subject to such reporting requirement; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding voting securities; (iii) there occurs a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) all or substantially all the assets of the Company are sold or disposed of in a transaction or series of related transactions; (v) the approval by the stockholders of the Company of a complete liquidation of the Company; or (vi) the individuals who on the date hereof constitute the Board (including, for this purpose, any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof or whose election or nomination was so approved) cease for any reason to constitute at least a majority of the members of the Board.

" Corporate Status " describes the status of a person who is or was a director of the Company or a director, officer, trustee, general partner, managing member, fiduciary, board of directors' committee member, employee or agent of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.

" Disinterested Director " means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

" Enterprise " means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors' committee member, employee or agent.

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Expenses " shall include all reasonable direct and indirect costs, including, without limitation, attorneys' fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding and (ii) establishing or enforcing a right to indemnification

under this Agreement, applicable law or otherwise. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

" Independent Counsel " means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the rights of Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement.

" Liabilities " means any losses or liabilities, including, without limitation, any judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA excise taxes and penalties, penalties or amounts paid in settlement).

" person " shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that the term "person" shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

" Proceeding " includes any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceedings hereinabove listed in which Indemnitee was, is or will be involved as a party or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or of any action (or failure to act) on his part as a result of serving in any Corporate Status, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement.

(b) For the purposes of this Agreement:

References to "Company" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, trustee, general partner, managing member, fiduciary, board of directors' committee member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

Reference to "other enterprise" shall include employee benefit plans; references to "fines" shall include any excise tax assessed with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, trustee, general partner, managing member, fiduciary, board of directors' committee member, employee or agent which imposes duties on, or involves services by, such director, officer, trustee, general partner, managing member, fiduciary, board of directors' committee member, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this Agreement.

ARTICLE 2
Services By Indemnitee

Section 2.01. Services By Indemnitee. Indemnitee hereby agrees to serve or continue to serve as a director of the Company, for so long as Indemnitee is duly elected or until Indemnitee tenders his resignation.

ARTICLE 3
Indemnification

Section 3.01. General. (a) The Company hereby agrees to and shall indemnify Indemnitee and hold him harmless from and against any and all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee's behalf, to the fullest extent permitted by applicable law.

For purposes of this Section 3.01, the meaning of the phrase "to the fullest extent permitted by applicable law" shall include, but not be limited to:

(i) to the fullest extent permitted by any provision of the DGCL, or the corresponding provision of any amendment to or replacement of the DGCL, and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its directors.

(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

(c) Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 3.02. Exclusions. Notwithstanding any provision of this Agreement, the Company shall not be obligated under this Agreement to make any indemnity (including any advancement of Expenses) in connection with any claim made against Indemnitee:

(a) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or

(b) except as otherwise provided in Sections 6.01(d)-(f) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

ARTICLE 4
Advancement Of Expenses; Defense of Claims

Section 4.01. Advances. Notwithstanding any provision of this Agreement to the contrary and subject to the last sentence of this Section 4.01, the Company shall advance any Expenses incurred by Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be made without regard to Indemnitee's ability to repay such amounts and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Section 4.01 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 3.02.

Section 4.02. Repayment of Advances or Other Expenses. Indemnitee agrees that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to Section 4.01, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

Section 4.03. Defense Of Claims. The Company will be entitled to participate in the Proceeding at its own expense. The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on the Indemnitee without the Indemnitee's prior written consent; provided however that with respect to any action, claim or Proceeding (in whole or in part) which would only impose an Expense on the Indemnitee, the Company may settle such action, claim or Proceeding (in whole or in part) without the Indemnitee's prior written consent if such Expense is paid by the Company.

ARTICLE 5
Procedures For Notification of and Determination of Entitlement To Indemnification

Section 5.01. Request For Indemnification. (a) Within sixty (60) days after the actual receipt by Indemnitee of notice that he is a party to or a participant (as a witness or otherwise) in any Proceeding, Indemnitee shall submit to the Company a written notice identifying the Proceeding. The omission by the Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to Indemnitee (i) otherwise than under this Agreement, and (ii) under this Agreement except and only to the extent the Company can establish that such omission to notify resulted in actual material prejudice to the Company.

(b) Indemnitee shall thereafter deliver to the Company a written application to indemnify Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee's entitlement to indemnification shall be determined according to Section 5.02 of this Agreement.

Section 5.02. Determination of Entitlement. (a) Upon written request by Indemnitee for indemnification pursuant to Section 5.01(b), a determination, if expressly required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; or (ii) if so requested by the Indemnitee in his or her sole discretion, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5.02(a), such Independent Counsel shall be selected as provided in this Section 5.02(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided however that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 5.01(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the reasonable fees of any Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

Section 5.03. Presumptions and Burdens of Proof; Effect of Certain Proceedings. (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall have the burdens of coming forward with evidence and of persuasion to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons of entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 5.02 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided however that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be presumed to have acted in good faith if Indemnitee's action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 5.03(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

ARTICLE 6
Remedies of Indemnitee

Section 6.01. Adjudication or Arbitration . (a) In the event that (i) a determination is made pursuant to Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4.01 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 5.02(a) of this Agreement within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to the last sentence of Section 5.02(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.01 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 6.01 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee's entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 6.01, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) The Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company's receipt of such written request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee for (i) indemnification or advances of Expenses by the Company under this Agreement or any other agreement or provision of the Company's Certificate of Incorporation or By-laws now or hereafter in effect or (ii) recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance or insurance recovery, as the case may be.

ARTICLE 7
Directors' and Officers' Liability Insurance

Section 7.01. D&O Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance (" D&O Liability Insurance ") with reputable insurance companies providing for an appropriate level of coverage under the circumstances existing at the time (as determined from time to time by the Board) for directors of the Company (and directors, officers, trustees, general partners, managing members, fiduciaries, board of directors' committee members, employees or agents of any other Enterprise which such person serves at the request of the Company) in respect of acts or omissions occurring while serving in such capacity.

Section 7.02. Evidence of Coverage. Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with Section 7.01 of this Agreement. The Company shall promptly notify Indemnitee of any changes in such insurance coverage.

ARTICLE 8
Miscellaneous

Section 8.01. Nonexclusivity of Rights. The rights of indemnification and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Company's Certificate of Incorporation, the Company's Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. Notwithstanding the foregoing sentence, the Company shall be entitled to terminate this Agreement at any time if the Board determines that doing so is in the best interests of the Company; provided however that all rights, duties and obligations of the parties hereto relating to any matter arising prior to such termination shall not be effected by such termination. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company's Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

Section 8.02. Insurance and Subrogation. (a) To the extent that, pursuant to Section 7.01, the Company maintains a policy or policies providing D&O Liability Insurance, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director of the Company (or any such director, officer, trustee, general

partner, managing member, fiduciary, board of directors' committee member, employee or agent of any other Enterprise which such person is or was serving at the request of the Company) under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.

(b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(d) The Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors' committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

Section 8.03. Acknowledgment of Certain Matters. Both the Company and Indemnitee acknowledge that in certain instances, applicable law or public policy may prohibit indemnification of Indemnitee by the Company under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake, by the Securities and Exchange Commission, to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

Section 8.04. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever (other than if Indemnitee is not entitled to indemnification pursuant to the terms of this Agreement), the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 8.05. Amendment. This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto.

Section 8.06. Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part

of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Section 8.07. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement.

Section 8.08. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 8.09. Notice Of Proceedings. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise (unless the Company is prejudiced by the failure to receive such notice).

Section 8.10. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered by hand or by courier and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed or (c) if sent by facsimile transmission and fax confirmation is received, on the next business day following the date on which such facsimile transmission was sent. Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.

Section 8.11. Binding Effect. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

(b) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and executors, administrators, personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in the form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(c) The indemnification and advancement of Expenses provided by, or granted pursuant to this Agreement shall continue as to a person who has ceased to be a director or agent or is deceased and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns, of such a person.

Section 8.12. Governing Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.

Section 8.13. Consent To Jurisdiction. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 6.01(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 8.14. Headings. The Article and Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

Section 8.15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 8.16. Use of Certain Terms. As used in this Agreement, the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

		IHS INC.
		By:		Name: Title:
		Address: 15 Inverness Way East Englewood, CO 80112 Facsimile: 212-850-8540 Attention: Stephen Green
		With a copy to:
		Address: Facsimile: Attention:
		INDEMNITEE

		Address: Facsimile:
		With a copy to:
		Address: Facsimile: Attention:

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FORM OF INDEMNIFICATION AGREEMENT

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EXHIBIT 10.34

Amendment No. 1 to Indemnification Agreement

Agreement dated May 17, 2005 between TBG Holdings N.V. ("TBG"), a Netherlands-Antilles company, and IHS Inc. ("IHS"), a Delaware company.

WHEREAS , TBG and IHS are parties to an Indemnification Agreement dated as of March 8, 2005 ("Indemnification Agreement"); and

WHEREAS, TBG and IHS wish to amend the Indemnification Agreement.

NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, the parties hereto as follows:

1.

Schedule 3 of the Indemnification Agreement is amended to add the following paragraph 4:

"4.: The obligations to the IHS Participants set forth in Attachment A to this Schedule 3."

2.

Schedule 3 of the Indemnification Agreement is amended to add "Attachment A" to this Agreement as "Attachment A" to Schedule 3 of the Indemnification Agreement.

3.

Except as herein specifically provided, all provisions of the Indemnification Agreement shall remain in full force and effect and be unaffected hereby.

IN WITNESS WHEREOF , each of the parties has executed this Agreement as of the date first above written.

TBG HOLDINGS N.V.		IHS INC.
By:	/s/ G.H. THYSSEN	By:	/s/ STEPHEN GREEN
Name: G.H. Thyssen		Name: Stephen Green
Title: Chief Executive Officer		Title: Senior Vice President
By:	/s/ I. C.M. ROBERTSON
Name: I. C.M. Robertson Title: Company Secretary

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Amendment No. 1 to Indemnification Agreement

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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. 4 to the Registration Statement (Form S-1 No. 333-122565) and related Prospectus of IHS Inc. filed with the Securities Exchange Commission on May 20, 2005.

/s/ Ernst & Young LLP

Denver, Colorado
May 20, 2005

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Consent of Independent Registered Public Accounting Firm