IHS S-1/A Filing - DOC

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                                                          As filed with the Securities and Exchange Commission on March 18, 2005

                                                                                                                                                                       Registration No. 333-122565




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



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



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

                          Delaware                                                               7370                                                           13-3769440
                (State or Other Jurisdiction of                                     (Primary Standard Industrial                                             (I.R.S. Employer
               Incorporation or Organization)                                       Classification Code Number)                                           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                                                                                          ROBERT S. RISOLEO
                                  LUCIANA FATO                                                                                            Sullivan & Cromwell LLP
                                Davis Polk & Wardwell                                                                                  1701 Pennsylvania Avenue, N.W.
                                450 Lexington Avenue                                                                                       Washington, D.C. 20006
                              New York, New York 10017                                                                                          (202) 956-7500
                                   (212) 450-4000


                                                             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. 

       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. 

        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. 

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

                                                                                                                                   Proposed Maximum
                                                      Title of Each Class                                                           Aggregate Offering                    Amount of
                                                of Securities To Be Registered                                                         Price(1)(2)                      Registration Fee
Class A common stock, par value $0.01 per share                                                                                       $350,000,000                        $41,195(3)
Series A junior participating preferred stock purchase rights(4)                                                                           —                                   —
(1)
          Includes shares issuable upon exercise of the underwriters' option to purchase additional shares of Class A common stock.


(2)
         Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.


(3)
         Previously paid.


(4)
         Each share of Class A common stock includes one series A junior participating preferred stock purchase right pursuant to a Rights Agreement to be entered into between the
         Registrant and the rights agent. The series A junior participating preferred stock purchase rights will initially trade together with the Class A common stock. The value attributable to
         the series A junior participating preferred stock purchase rights, if any, is reflected in the offering price of the Class A common stock.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

                                                 Subject to Completion. Dated March 18, 2005.

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

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

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

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


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


                                                                                                           Per Share                 Total

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

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


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

Goldman, Sachs & Co.                                                                                                               Citigroup

                                                            Morgan Stanley

UBS Investment Bank

                                                     KeyBanc Capital Markets
                             Piper Jaffray

Prospectus dated   , 2005.
[Artwork to come]
                                                             PROSPECTUS SUMMARY

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


                                                                     Our Company

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

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

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

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

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

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

                                                                            1
                                                           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.

                                                                         2
       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.

      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 by generating additional revenue as we further penetrate our existing customer
base and add new customers.

                                                                        3
                                                                           Ownership Structure

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




(1)
       TBG is indirectly wholly-owned by the Trust through a Bermuda corporation.


(2)
       The selling stockholders are indirectly wholly-owned by TBG through a Netherlands corporation.


(3)
       After the offering, Urvanos Investments Limited will hold               shares of our Class A common stock and               shares of our Class B common stock, representing
       approximately       % of the voting power of the outstanding common stock in the aggregate.


(4)
       After the offering, Urpasis Investments Limited will hold             shares of our Class A common stock, representing approximately    % of the voting power of the
       outstanding common stock.

                                                                                        4
       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.

                                                                       5
                                                                 The Offering

Class A common stock offered:

  By IHS                                          shares

  By the selling stockholders                    shares (       shares if the underwriters exercise in full
                                          their option to purchase additional shares)

  Total Class A common stock offered              shares (           shares if the underwriters exercise in
                                          full their option to purchase additional shares)

Class A common stock to be
outstanding after this offering                   shares

Class B common stock to be
outstanding after this offering                   shares

Total common stock to be outstanding
after this offering                               shares

Voting rights:

  Class A common stock                    One vote per share

  Class B common stock                    Ten votes per share

Conversion                                Each share of our Class B common stock is convertible at any
                                          time at the option of the holder into one share of Class A
                                          common stock. In addition, each share of Class B common stock
                                          shall convert automatically, without any action by the holder,
                                          upon the earlier of the occurrence of specified events or four
                                          years from the date of this offering. See "Description of Capital
                                          Stock—Common Stock—Conversion."

Use of proceeds                           We estimate that our net proceeds from this offering will be
                                          approximately $               million, assuming an initial public
                                          offering price of $            per share of Class A common
                                          stock, the midpoint of the range set forth on the cover page of
                                          this prospectus, and after deducting the underwriting discount
                                          and estimated offering expenses. We intend to use our net
                                          proceeds for general corporate purposes, including potential
                                          acquisitions. We will not receive any proceeds from the sale of
                                          shares by the selling stockholders.

Proposed New York Stock Exchange
symbol                                    "IHS"

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

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

                                                                       6
    November 22, 2004 to exchange compensatory stock options and shares acquired upon the exercise of such options for cash and
    these restricted shares and deferred stock units (see "Management—Equity Compensation Plans—Offer to Exchange Options and
    Shares Held by Our Senior Executives" and "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by
    Directors and Certain Employees");

•
      restricted shares of our Class A common stock issued to our non-employee directors, new hires, and other employees subsequent to
      November 30, 2004 (see "Management—Equity Compensation Plans"); and

•
      shares of our Class A common stock available for issuance under the IHS Inc. 2004 Long-Term Incentive Plan (including the
      IHS Inc. Directors Stock Plan, which is part of our long-term incentive plan). As of November 30, 2004, there were no options
      outstanding under this plan.

                                                                7
                                                    Summary Consolidated Financial Data

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

                                                                                   Years Ended November 30,

                                                                               2002(1)            2003              2004

                                                                                             (In thousands)

Statement of Operations Data:
Revenue:
  Products                                                                 $     306,213      $    313,389      $    353,294
  Services                                                                        32,698            32,451            41,257

     Total revenue                                                               338,911           345,840           394,551

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

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

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

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

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

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

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

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


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

                                      8
(1)
        During 2002, we disposed of several non-core businesses. The combined results of these divested businesses impacted our operating
        income from 2002 through 2004 as set forth below:


                                                                                                       Years Ended November 30,

                                                                                                 2002               2003                2004

                                                                                                            (In thousands)


                Revenue                                                                    $          8,047     $          —       $           —
                Cost of revenue                                                                       5,558                —                   —
                Selling, general and administrative                                                   5,195                —                   —
                Depreciation and amortization                                                           126                —                   —
                Other expense (income), net                                                             (47 )              —                   —

                    Operating loss                                                         $      (2,785 )      $          —       $           —

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

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

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

                                                                                                       Years Ended November 30,

                                                                                               2002             2003                   2004

                                                                                                            (In thousands)


               Cost of products revenue                                                   $           —     $          —       $           170
               Cost of services revenue                                                               —                —                 4,267
               Selling, general and administrative.                                                   —                —                17,368

                                                                                          $           —     $          —       $        21,805

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

                                                                         9
adjusted EBITDA are useful to investors because they are frequently used by securities analysts, lenders, and other interested parties to
evaluate our peer companies. A measure similar to EBITDA is used by the lenders under our credit facility. Neither EBITDA nor adjusted
EBITDA are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance
or any other GAAP measure. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA
may not be comparable to other similarly-titled measures of other companies. Additionally, EBITDA and adjusted EBITDA are not
intended to be measures of free cash flow for management's discretionary use since they do not consider certain cash requirements, such
as interest payments, tax payments, debt service requirements, and capital expenditures. The following is a reconciliation of EBITDA and
adjusted EBITDA to net income:

                                                                                 Years Ended November 30,

                                                                             2002               2003             2004

                                                                                           (In thousands)

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

              EBITDA                                                           58,547             75,186           86,161

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

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


                                                                10
                                                                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

                                                                        11
acquisitions at acceptable prices. In addition, our ability to achieve the expected returns and synergies from our past and future acquisitions and
alliances depends in part upon our ability to integrate the offerings, technology, administrative functions, and personnel of these businesses into
our business in an efficient and effective manner. We cannot assure you that we will be successful in integrating acquired businesses or that our
acquired businesses will perform at the levels we anticipate. In addition, our past and future acquisitions may subject us to unanticipated risks
or liabilities or disrupt our operations and divert management's attention from our day-to-day operations.

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

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

     •
            currency fluctuations;

     •
            the cost and uncertainty of obtaining data and creating solutions that are relevant to particular geographic markets;

     •
            the complexity of maintaining effective policies and procedures in locations around the world;

     •
            the risks of divergent business expectations or difficulties in establishing joint ventures with foreign partners;

     •
            differing levels of intellectual property protection in various jurisdictions;

     •
            political instability;

     •
            restrictions or limitations on the repatriation of funds; and

     •
            potentially adverse tax consequences.

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

     We may not be able to protect intellectual property rights.

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

                                                                            12
     We rely on a network of independent contractors and dealers whose actions could have an adverse effect on our business.

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

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

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

     We have experienced recent changes in our senior management.

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

     The loss of key personnel could impair our future success.

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

                                                                        13
     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

                                                                         14
decision-support tools could force us to incur significant costs to remedy the failures or problems, decrease customer demand for our products,
tarnish our reputation, and harm our business.

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

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

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

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

Risks Related to the Offering

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

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

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

                                                                         15
       TBG is wholly-owned indirectly by The Thyssen-Bornemisza Continuity Trust (Trust), a Bermuda trust, which was created for the
benefit of certain members of the Thyssen-Bornemisza family. The trustee of the Trust is Thybo Trustees Limited (Thybo), a Bermuda
company. As trustee of the indirect sole stockholder of TBG, Thybo has the power to exercise significant influence over the management and
affairs of TBG, including by electing or replacing TBG's board of directors. In addition, in certain circumstances, Thybo may be required to act
with respect to TBG at the direction of Tornabuoni Limited (Tornabuoni), a Guernsey company, which is an oversight entity that was
established at the time the Trust was created. The board of directors of Tornabuoni may only act by unanimous vote and one of its members is
Georg Heinrich Thyssen-Bornemisza (a beneficiary of the Trust). Although Thybo has the power to exert influence over TBG, it has not done
so in the past and is not required to do so, except in the case of fraud or as directed by Tornabuoni. In addition, while Tornabuoni has the power
to direct Thybo to act with respect to TBG, Tornabuoni has not done so in the past. We have been advised by the current directors of each of
Tornabuoni and Thybo that they have no intention at this time to exercise any power they may have to exert such influence with respect to
TBG.

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

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

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

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

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

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

                                                                       16
Sale—Registration Rights." The sale by the selling stockholders of additional shares of Class A common stock in the public market, the
perception that such sales might occur, or the conversion of shares of Class B common stock into Class A common stock, could have a material
adverse effect on the price of our shares.

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

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

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

     •
            quarterly variations in actual or anticipated results of our operations;

     •
            changes in financial estimates by securities analysts;

     •
            actions or announcements by us or our competitors;

     •
            regulatory actions;

     •
            litigation;

     •
            loss or gain of a major customer;

     •
            additions or departures of key personnel; and

     •
            future sales of our Class A common stock.

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

     New investors will experience immediate and substantial dilution.

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

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

      Certain provisions in our governing documents could make a merger, tender offer, or proxy contest involving us difficult, even if such
events would be beneficial to the interests of our stockholders. These provisions include our dual class structure, our classified board, our
supermajority voting requirements, and our adoption of a rights plan, commonly known as a "poison pill." In addition, we are subject to certain
Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or
more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the
transaction. Accordingly, our board of directors could rely upon these or other provisions in our governing documents and upon Delaware law
to prevent or delay an acquisition of us. See "Description of Capital Stock."
17
                                 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.

                                                                        18
                                                             USE OF PROCEEDS

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

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


                                                             DIVIDEND POLICY

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

                                                                       19
                                                                 CAPITALIZATION

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

      •
                on an actual basis; and

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

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

                                                                                         As of November 30, 2004

                                                                                         Actual           As Adjusted

                                                                                         (In millions, except share
                                                                                                    data)

Cash and cash equivalents                                                            $      124.5     $

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

               Total stockholders' equity                                                   432.7

Total capitalization                                                                 $      433.3     $

(1)
           On January 7, 2005, we entered into a $125 million unsecured revolving credit agreement, which has a feature allowing us to expand
           the facility to a maximum of $225 million based on our leverage at the time of the borrowings. The credit agreement expires January 7,
           2010, at which time any outstanding principal becomes due and payable. As of January 31, 2005, we had no borrowings outstanding
           under the agreement. Borrowing capacity under the agreement is limited by outstanding letters of credit, of which we had $1.7 million
           as of January 31, 2005, which we use to support insurance coverage, leases, and certain customer contracts.



           This amount does not include long-term obligations of $45.9 million or current liabilities of $272.2 million as of November 30, 2004.

(2)
           The Class C common stock will no longer be authorized after the offering.

                                                                           20
                                                                   DILUTION

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

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

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

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

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

                                                            Shares Purchased(1)

                                                                                              Total Consideration

                                                                                                                                   Average
                                                                                                                                    Price
                                                                                                                                  Per Share

                                                            Number           Percent         Amount            Percent

Existing stockholders                                                                  %$                                %$
New investors

      Total                                                                            %$                                %$

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

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

                                                                        21
                                               SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

       The following selected consolidated financial data should be read in conjunction with, and are qualified by reference to, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto
included in this prospectus. The consolidated statement of operations data for the years ended November 30, 2002, 2003, and 2004, and the
consolidated balance sheet data as of November 30, 2003, and 2004, are derived from the audited consolidated financial statements included in
this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto. The consolidated statement of
operations data for the year ended November 30, 2001, and the balance sheet data as of November 30, 2001, and 2002, are derived from
audited consolidated financial statements that are not included in this prospectus. The consolidated statement of operations data for the year
ended November 30, 2000, and the balance sheet data as of November 30, 2000, are derived from unaudited consolidated financial statements
that are not included in this prospectus.

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

                                                                                                     Years Ended November 30,

                                                                          2000(1)          2001(1)               2002(1)               2003          2004

                                                                                           (In thousands, except per share amounts)


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

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

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

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

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

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

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

Discontinued Operations:
Income (loss) from discontinued operations, net(9)                             3,282             (401 )                    —                  —             —
Gain on sale of discontinued operations, net(9)                                   —            10,356                      —                  —             —

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

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

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

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


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



                                                    22
(1)
         From 2000 to 2002, we disposed of the following non-core businesses:



         •
                   In 2000, we sold our common stock investment in TriPoint Global Communications, Inc. (TriPoint), a satellite antenna manufacturer, to a subsidiary of TBG. We retained
                   our preferred stock ownership interest in TriPoint, but did not consolidate TriPoint's results in our financial statements after 2000. As a result of the above, TriPoint was not
                   recorded as a discontinued operation.


         •
                   In 2001, we sold our common stock investment in Extruded Metals, Inc. (Extruded), a brass rod manufacturer, to TBG. We retained our preferred stock investment in
                   Extruded, but did not consolidate Extruded's results in our financial statements after 2001. As a result of the above, Extruded was not recorded as a discontinued operation.


         •
                   From 2000 to 2002, we disposed of several other non-core critical information businesses. The disposal of these other non-core critical information businesses did not
                   qualify for discontinued operations treatment under APB 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and
                   Extraordinary, Unusual and Infrequently Occurring Events and Transactions, because of our continued operations in the Energy and Engineering critical information
                   businesses.

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

                                                                                                                   Years Ended November 30,

                                                                                                 2000               2001             2002            2003            2004

                                                                                                                           (In thousands)


                   Revenue                                                                 $        169,666 $         105,321 $          8,047 $            — $             —
                   Cost of revenue                                                                  136,918            93,835            5,558              —               —
                   Selling, general and administrative                                               19,238            10,004            5,195              —               —
                   Depreciation and amortization                                                      3,419             3,059              126              —               —
                   Other expense (income), net                                                          636              (472 )            (47 )            —               —

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

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

(2)
         In 2002, we adopted SFAS No. 141, Business Combinations , and SFAS No. 142, Goodwill and Other Intangible Assets . Accordingly, we did not amortize goodwill beginning in
         2002. Goodwill amortization in 2000 and 2001 was $16.3 million and $18.1 million, respectively.


(3)
         Represents costs related to the modification of our long-term incentive plans to reflect more customary public company compensatory arrangements. In November 2004, we
         conducted an offer to purchase the outstanding options and shares of capital stock that had been issued pursuant to stock option plans maintained by one of our subsidiaries. The
         offer included the issuance of deferred stock units and restricted shares of IHS Inc. in exchange for the previously outstanding options and shares. The expense amount includes (i) a
         $9.9 million one-time cash charge to purchase options outstanding under these plans and to purchase shares acquired upon exercise of the options and (ii) an $11.9 million non-cash
         charge relating to the issuance of vested deferred stock units in connection with the offer. Of the $21.8 million total charge, $4.4 million relates to cost of revenue and $17.4 million
         relates to selling, general and administrative expenses. See Note 12 to our consolidated financial statements.


(4)
         A $9.2 million impairment charge was recorded in 2000 primarily related to goodwill ($8.6 million). A $4.8 million impairment charge was recorded in 2001 primarily related to
         goodwill ($2.2 million) and decision support tools ($1.0 million). An $8.6 million impairment charge was recorded in 2002 related to the following: buildings held for sale
         ($4.6 million); miscellaneous balances within our Engineering segment's services business ($1.5 million); decision-support tools within our Energy segment ($0.5 million); and a
         note receivable related to the divestment of Pyramid Mouldings, Inc. ("Pyramid"), a metal products manufacturer ($2.0 million). The $0.6 million and $2.0 million impairment
         charges recorded in 2003 and 2004, respectively, related to decision-support tools within our Energy segment.


(5)
         Represents our investment in a provider of online procurement services for the electronic components industry. The loss in 2000 of $28.0 million included an equity loss, impairment
         charge, and loss from a put option related to the investment. We wrote off our remaining $37.8 million investment in this company in 2001. The investment was subsequently sold in
         2002 for approximately $1.6 million, which was recorded as a recovery of investment.


(6)
         Represents pension income and expense and post-retirement benefit expense, shown on a net basis. During 2000, 2001, 2002, 2003, and 2004, we recognized periodic pension
         benefit income of $12.7 million, $15.1 million, $14.8 million, $12.9 million, and $10.5 million, respectively, primarily as a result of our overfunded U.S. pension plan. This income
         was reduced by other post-employment benefits expense of $2.6 million, $2.8 million, $3.9 million, $4.3 million, and $4.7 million for 2000, 2001, 2002, 2003, and 2004,
         respectively, resulting in net periodic pension and post-retirement benefits income, as reflected in our statement of operations, of $10.1 million, $12.3 million, $10.9 million,
         $8.6 million, and $5.8 million for the same respective periods.


(7)
         Reflects the impairment of our preferred stock investment in Extruded. See "Certain Relationships and Related Transactions—Investments in Related Parties."


(8)
       Reflects a pretax gain on the sale of our preferred stock investment in TriPoint. See "Certain Relationships and Related Transactions—Investments in Related Parties."


(9)
       In 2001, Pyramid sold all of its assets. The income (loss) is stated net of taxes of $1,945, and $(576) for the years ended 2000 and 2001, respectively. The gain on sale in 2001 is
       stated net of tax of $5,576.


(10)
       In November 2004, we completed a reorganization and recapitalization. See Note 19 to our consolidated financial statements.


(11)
       At November 30, 2001, substantially all of our outstanding debt, or approximately $115.5 million, was classified as current since it was payable within the succeeding twelve
       months.

                                                                                            23
                                         MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

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

Executive Summary

Subscription-based business model

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

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

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

                                                                       24
Revenue by offerings

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

                                                                                      2002             2003                2004

                                                                                                 (In thousands)

                 Critical information                                            $     268,508     $     275,097     $      308,484
                 Decision-support tools                                                 37,705            38,292             44,810
                 Services                                                               32,698            32,451             41,257

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

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

Acquisitions

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

     •
               CERA. We acquired CERA for a total purchase price of approximately $31 million at the beginning of the fourth quarter of 2004.
               CERA provides syndicated research and strategic advisory services to energy companies.

     •
               USA. We acquired USA for a total purchase price of approximately $20 million in the fourth quarter of 2004. USA provides
               decision-support tools and, to a lesser extent, critical information to governments and government contractors.

     •
               International Petrodata Limited (IPL). We acquired IPL for a total purchase price of approximately $16 million in the first
               quarter of 2004. IPL provides critical geological information to the oil and gas exploration and production markets in Canada.

     •
               Intermat, Inc. We acquired Intermat for a total purchase price of approximately $5 million in the fourth quarter of 2004. Intermat
               provides decision-support tools for parts management, parts cleansing and predictive obsolescence projects.

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

                                                                                                             (In thousands)

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

                           Operating income                                                              $                1,664

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

                                                                         25
Segments

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

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

Global operations

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

                                                                                   2002              2003              2004

                                                                                               (In thousands)

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

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

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

Operating expenses and other items

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

                                                                       26
       A large portion of our operating expenses are fixed costs, particularly in our Energy segment which does not generally pay royalties for
critical information. As a result, an increase in revenue, particularly in our Energy segment, should result in increased operating margins. We
believe we can improve our operating margins as we further penetrate our existing customer base and add new customers.

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

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

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

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

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

                                                                        27
Critical Accounting Policies and Estimates

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

  Revenue Recognition

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

     •
            whether sufficient legally binding terms and conditions exist, and

     •
            whether customer acceptance has been achieved.

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

  Identifiable Intangible Assets and Goodwill

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

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

     Identifiable intangible assets

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

                                                                        28
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

                                                                           29
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                        2004 Expense                  November 30, 2004
                                      Item                                          Impact                       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.

                                                                       30
Results of Operations

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

                                                                                       2002        2003          2004

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

     Total operating expenses                                                              83             81          87

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

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

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

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

     Net income                                                                               9%          12 %        16 %


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

                                                                              2002                2003               2004

                                                                                          (In thousands)

Energy revenue                                                            $     147,291    $       156,151       $      186,374
Engineering revenue                                                             191,620            189,689              208,177

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


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

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

  Consolidated operating income                                           $      57,118    $        66,289       $       49,693
(1)
      Includes asset impairments of $0.5 million, $0.6 million, and $2.0 million for 2002, 2003, and 2004, respectively.

                                                                                          31
(2)
       Includes gains on sales of assets, net, of $2.7 million, $0.2 million, and $5.1 million for 2002, 2003, and 2004, respectively. Also includes asset impairments of $1.5 million in 2002
       and a recovery of investment of $1.6 million in 2002.


(3)
       Includes the following items for the years ended November 30:



                                                                                                                          2002               2003            2004

                                                                                                                                        (In thousands)


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

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



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

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

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

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

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

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

                                                                                            32
       Selling, General and Administrative Expenses. Selling, general, and administrative expenses were $137.8 million for the year
ended November 30, 2004 compared to $120.0 million for the year ended November 30, 2003, representing an increase of $17.8 million or
15%. The increase was due in part to an increase in corporate costs of $6.8 million primarily associated with our proposed initial public
offering, including costs related to Section 404 of the Sarbanes-Oxley Act. It also reflected an increase in expenses of $5.8 million from our
2004 acquisitions, as well as foreign currency movements of $4.4 million. Despite these increased costs, selling, general, and administrative
expenses remained constant as a percentage of revenue as a result of our ability to leverage these costs as we increased revenue and also
because the selling, general, and administrative expenses of the companies we acquired in 2004 were less as a percentage of revenue than ours.

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

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

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

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

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

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

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

                                                                        33
      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

                                                                         34
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.

                                                                       35
      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

                                                                        36
operating results for the quarters presented. Operating results for any quarter are not necessarily indicative of result for any future quarters or
for a full year.

                                                                   2003                                                                 2004

                                        February 28       May 31          August 31       November 30        February 29       May 31          August 31       November 30

                                                                                               (In thousands)


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

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

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

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

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

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



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

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

Liquidity and Capital Resources

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

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

                                                                                          37
on terms acceptable to us or at all. We expect our capital expenditures, excluding potential acquisitions, to be less than $8 million in 2005.

     Cash Flow

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

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

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

     Credit Facility

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

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

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

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

Off-Balance Sheet Transactions

      We have no off-balance sheet transactions.

                                                                        38
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

                                                                               Less than                                        More than
Contractual Obligations and Commercial Commitments               Total          1 year            1-3 years     4-5 years        5 years

                                                                                                (in millions)


Operating leases                                             $     49.4   $           13.9       $     19.3     $   14.8    $               1.4
Post-retirement medical-benefit plan contributions                 12.6                0.9              2.1          2.4                    7.2
Unconditional purchase obligations                                  6.4                1.5              3.8          1.1                     —

          Total                                              $     68.4   $           16.3       $     25.2     $   18.3    $               8.6

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

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

Recent Accounting Pronouncement

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

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

     1.
              A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the
              requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements
              of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the
              effective date.

     2.
              A "modified retrospective" method which includes the requirements of the modified prospective method described above, but also
              permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures
              for either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

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

                                                                          39
by Statement 123(R), we currently account for share-based payments to employees using APB Opinion 25's intrinsic value method and, as
such, generally recognize no compensation cost for employee stock options. Subsequent to November 30, 2004, we cancelled all of our
outstanding options. Consequently, the adoption of Statement 123(R) will impact our results of operations if we grant share-based payments in
the future. Had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact under
Statement 123(R) as described in the disclosure of pro forma net income and earnings per share in note 1 to our consolidated financial
statements.

Qualitative and Quantitative Disclosures about Market Risk

Interest Rate Risk

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

Foreign Currency Risk

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

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

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

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                                                                   BUSINESS

Overview

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

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

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

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

Our History

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

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

                                                                       41
Holland America Investment Corporation (HAIC U.S.), an indirect wholly-owned subsidiary of TBG. In the reorganization, HAIC U.S.
contributed substantially all of its assets to us in exchange for our new common stock and subsequently liquidated and distributed this common
stock to the selling stockholders. In connection with these transactions and in contemplation of this offering, our capitalization was changed to
authorize 80,000,000 shares of Class A common stock, 13,750,000 shares of Class B common stock and 1,000 shares of Class C common
stock. See Note 19 to our consolidated financial statements. The Class C common stock will no longer be authorized after this offering.

Our Competitive Strengths

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

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

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

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

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

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

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

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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 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

                                                                        43
information on oil and gas producing assets, countries, and regions. As a result, our information offerings are enhanced with informed
assessments about operating and economic matters around the world. We combine these global information-gathering activities with our
industry expertise to provide the following offerings.

Energy Segment Offerings

     Critical Information

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

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

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

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

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

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

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      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.

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     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

                                                                       46
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.

       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

                                                                        47
structures that allow quick local or online access to our information. Our primary information offerings are described below.

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

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

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

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

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

     Decision-Support Tools

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

                                                                          48
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.

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     •
            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.

                                                                           50
      Our metabase and other information management tools allow content to be identified by a variety of search and cross-reference methods.
We use proprietary and non-proprietary technologies that index critical information in a variety of ways, such as broad field categories,
document type, document title, and industry segment. We employ robust, redundant storage technology to ensure that our critical information is
highly available. Our processes allow for updating as soon as new and relevant information becomes available.

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

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

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

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

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

Customers

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

Sales and Marketing

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

                                                                       51
       Our sales force is organized in teams focused on particular industry verticals. Each team is comprised of one or more relationship
managers and product experts. The relationship managers serve as the primary sales interface with the customer. As part of the annual renewal
process, they are responsible for reviewing offerings purchased by existing customers, as well as seeking opportunities to expand the offerings
purchased by these customers. To expand customer penetration, the relationship manager utilizes all the expert resources resident within our
organization. For smaller customers, we use a telesales team that is responsible for selling and renewal efforts. We compensate our sales teams
primarily based on revenue generation and renewal rates.

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

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

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

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

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

Customer Support

         Our customer support program includes customer service and customer training:

     •
              Customer Service: We maintain call centers in multiple locations around the world that are available to our customers 24 hours a
              day, 7 days a week. For larger customers, we assign specific call center representatives to respond to all in-bound calls from that
              customer.

     •
              Customer Training: We offer customer training on how to best use our critical information and decision-support tools. Training
              can be delivered on-site for our customers or through our IHS University eLearning Solutions. Our training services provide
              instruction across a customer's organization and track a participant's progress. Many of our training services are purchased as part
              of an annual subscription for our critical information and decision-support tools. Training services may also be purchased on a
              one-time basis, often associated with first time purchases of our offerings.

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

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

                                                                         52
      We employ annual customer satisfaction surveys to refine and enhance the quality and responsiveness of our service. We believe that the
continuous contact between sales people and our customers through sales visits, consultations, briefings, and conferences also provides
valuable feedback that is critical to developing and improving our offerings.

Competition

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

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

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

Intellectual Property

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

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

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

Employees

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

Facilities

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

                                                                        53
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.

                                                                        54
                                                                MANAGEMENT

Executive Officers and Directors

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

Name                                    Age                                  Position

Charles A. Picasso                         63    President and Chief Executive Officer, Director

Jerre L. Stead                             62    Chairman of the Board

Michael J. Sullivan                        40    Senior Vice President and Chief Financial Officer

Jeffrey Tarr                               42    President and Chief Operating Officer, Engineering

Ron Mobed                                  45    President and Chief Operating Officer, Energy

Stephen Green                              52    Senior Vice President and General Counsel

H. John Oechsle                            42    Senior Vice President and Chief Information Officer

Jeffrey Sisson                             48    Senior Vice President, Global Human Resources

Matt Levin                                 31    Senior Vice President, Corporate Development and Strategic
                                                 Planning

Jane Okun                                  42    Senior Vice President, Investor Relations and Corporate
                                                 Communications

C. Michael Armstrong                       66    Director

Roger Holtback                             59    Director

Balakrishnan S. Iyer                       48    Director

Michael Klein                              41    Director

Richard W. Roedel                          55    Director

Michael v. Staudt                          56    Director

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

Executive officers

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

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

                                                                        55
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.

                                                                     56
       Matt Levin has served as Senior Vice President, Corporate Development and Strategic Planning since November 2004. Prior to that,
Mr. Levin was Vice President, Global Operations Officer of Hudson Highland Group's Solutions Business, since September 2003. From
August 2000 to September 2003 he was an independent consultant in the professional services, financial services, and media industries. Prior to
working in consulting, Mr. Levin worked in financial services as a First Scholar at First Chicago NBD. Mr. Levin holds an undergraduate
degree from Northwestern University and an MBA from the University of Chicago.

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

Directors

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

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

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

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

                                                                        57
Africa. From 2000 to 2003, he held the position of Co-Head of Global Investment Banking for Salomon Smith Barney, a member of
Citigroup Inc. Prior to this offering, Mr. Klein served as a member of the board of directors and an advisory committee of TBG, and from
December 2001 to December 2003 he served on the board of directors of TBG.

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

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

Classified Board

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

Board Committees

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

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

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

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

                                                                        58
evaluation of the board, (v) make recommendations to the board as to compensation for our directors, and (vi) develop and recommend to the
board our corporate governance guidelines and code of business conduct and ethics and oversee compliance with such guidelines and code.

Code of Business Conduct and Ethics

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

Compensation Committee Interlocks and Insider Participation

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

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

Director Compensation

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

     •
              a $20,000 audit committee chair retainer;

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

     •
              a $5,000 audit committee member retainer.

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

     •
              who was not on the preceding December 1 a director will receive a one-time award consisting of restricted stock units, whose
              underlying shares will have, on the date of grant, a fair market value (as defined in the plan) equal to $80,000; and

     •
              will receive both an award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair
              market value equal to $50,000, and an annual cash retainer award equal to $40,000, which cash-based award may be converted into
              deferred stock units or deferred.

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

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

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

                                                                       59
     •
            who was a nonemployee director as of December 1, 2004 ( i.e. , all of our current nonemployee directors) received 4,500 shares of
            restricted stock, in addition to any other shares of restricted stock he or she may have received under the plan.

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

Executive Compensation

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

                                                                       60
                                                                   SUMMARY COMPENSATION TABLE

                                                                                                                                          Long-Term Compensation

                                                                Annual Compensation                                                    Awards

                                                                                                 Other                     Restricted            Securities
                                                                                                Annual                       Stock               Underlying               All Other
Name and Principal Position             Year          Salary             Bonus               Compensation(1)              Awards($)(2)           Options(#)             Compensation

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


(1)
         Perquisites and other personal benefits, securities or property are not disclosed unless the aggregate amount of such compensation is the lesser of either $50,000 or 10% of the total
         of annual salary plus bonus for the named executive officer in question, as permitted by SEC rules.


(2)
         No restricted stock awards were granted during the year ended November 30, 2004. Restricted stock awards were granted on December 23, 2004 to certain of our named executive
         officers, including Messrs. Picasso, Stead and Oechsle. See "—Equity Compensation Plans—IHS Inc. 2004 Long-Term Incentive Plan—Restricted stock and restricted stock units."
         Additionally, restricted shares of our Class A common stock or deferred stock units, each representing the right to receive one share of our Class A common stock, were granted on
         December 23, 2004 to certain of our named executive officers who accepted the offer by IHS Group Inc., a Colorado corporation and our subsidiary ("IHS Group Inc."), to exchange
         all outstanding stock options to purchase shares of its Class A non-voting common stock and IHS Group Inc. shares previously acquired upon the exercise of such options. See
         "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Our Senior Executives" and "—Equity Compensation Plans—Offer to Exchange Options and
         Shares Held by Directors and Certain Employees."


(3)
         Mr. Picasso became our chief executive officer as of October 6, 2004.


(4)
         Of this amount, $75,000 is attributable to a one-time bonus.


(5)
         This entire amount is attributable to employer 401(k) contributions.


(6)
         Mr. Carpenter ceased being our president and chief executive officer as of October 6, 2004.


(7)
         Of this amount, $6,500 is attributable to employer 401(k) contributions and $1,500,000 is attributable to a portion of the consideration paid for canceling Mr. Carpenter's options to
         purchase 1.5 million shares of Class A non-voting common stock of IHS Group Inc. See "—Employment Contracts, Termination of Employment and Change in Control
         Arrangements—Robert R. Carpenter."


(8)
         Mr. Weil ceased being an executive vice president as of November 5, 2004.


(9)
         Of this amount, $4,788 is attributable to employer 401(k) contributions, $315,000 is attributable to Mr. Weil's severance pay that he received pursuant to his termination agreement,
         $126,000 is attributable to the amount that would have been payable to Mr. Weil as his annual bonus for 2004 at target performance and $1,099,400 is attributable to consideration
for the cancellation of all of Mr. Weil's stock options to purchase shares of the Class A non-voting common stock of IHS Group Inc. "—Employment Contracts, Termination of
Employment and Change in Control Arrangements—Randolph A. Weil."

                                                                                 61
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)

                                                                                                                                                           Potential Realizable Value at
                                                                                                                                                          Assumed Annual Rates of Stock
                                                                                                                                                           Price Appreciation for Option
                                                                                        Individual Grant                                                             Term(2)

                                                     Number of
                                                      Securities                  Percent of
                                                     Underlying                  Total Options
                                                   Options Granted                Granted to                   Exercise                 Expiration
Name                                                     (#)                      Employees                 Price ($/Sh)(1)               Date                5%($)               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

                                                                                                62
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             Value of Unexercised In-the-Money Options
                                                                                       Unexercised Options At Year End(#)                       At Year End($)(1)

                                          Shares Acquired              Value
Name                                       on Exercise(#)            Realized($)

                                                                                         Exercisable          Unexercisable            Exercisable               Unexercisable

Charles A. Picasso(2)                                       —                    —                   —                  475,000                       — $                     443,250
Jerre L. Stead(2)                                           —                    —                   —                  750,000                       —                       877,500
Stephen Green(2)                                        35,000              126,700              55,000                 155,000                       —                       215,349
Michael J. Sullivan(2)                                 100,000              362,000              30,000                 210,000                       —                       318,151
H. John Oechsle(2)                                          —                    —                   —                  100,000                       —                        79,500
Robert R. Carpenter(2)                                      —                    —            1,000,000                 750,000 $              1,040,000                           —
Randolph A. Weil(3)                                         —                    —                   —                       —                        —                            —


(1)
         The value of an unexercised in-the-money option at November 30, 2004 is the product of (i) the excess of the fair market value of a share of the Class A non-voting common stock of
         IHS Group Inc. at November 30, 2004 over the exercise price of such option, multiplied by (ii) the number of shares underlying such option. All stock options have been granted
         with exercise prices equal to the fair market value of the underlying shares on the date of grant, other than the stock options granted to Mr. Carpenter in March 2004. The fair market
         value on the grant date was determined by a valuation committee of our board of directors after reviewing a discounted cash flow analysis prepared by management and an analysis
         of the valuation of comparable companies also prepared by management. We elected to use the exercise prices on the dates of grant and the fair market value of a share of IHS Group
         Inc. at November 30, 2004 to calculate the value of unexercised in-the-money options at November 30, 2004 because these options relate to IHS Group Inc., an entity whose assets,
         results of operations and capital structure differ from IHS Inc. In addition none of these options are currently outstanding, as described in further detail in footnotes (2) and (3) below.


(2)
         On November 22, 2004, IHS Group Inc. offered to exchange all outstanding stock options to purchase shares of its Class A non-voting common stock and IHS Group Inc. shares
         previously acquired upon the exercise of such options. See "—Equity Compensation Plans—Offer to Exchange Options and Shares Held by Our Senior Executives" and "—Equity
         Compensation Plans—Offer to Exchange Options and Shares Held by Directors and Certain Employees." All of our named executive officers, other than Mr. Weil, whose options
         were cancelled as described in footnote (3) below, accepted the offer and no longer hold any options.


(3)
         Under Mr. Weil's termination agreement dated November 5, 2004, all of his then outstanding stock options were cancelled. In consideration of such cancellation, he received
         $1,099,400 in cash. See "—Employment Contracts, Termination of Employment and Change in Control Arrangements—Randolph A. Weil."


2004 Long-Term Incentive Plan

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

Pension Plans

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

                                                                                                63
       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

                                                      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.

                                                                                                       Full Years of
                                                                                                         Credited           Compensation for Purposes of
                           Name                                                                         Service (#)           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

                                                                                          64
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:

                                                                         65
     •
               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
66
     •
               Mr. Picasso's target bonus for such year, prorated for the number of days that have elapsed during such year.

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

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

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

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

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

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

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

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

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

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

                                                                         67
      Messrs. Green, Sullivan, and Oechsle are also entitled to participate in the employee benefits plans, programs, and arrangements as are
customarily accorded to our executives.

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

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

     •
              any earned but unpaid base salary or other amounts accrued or owing through the date of termination;

     •
              an amount equal to nine months of his then base salary, plus an additional month of such base salary for each year of employment
              with us or any of our affiliates, up to a maximum aggregate amount equal to two years of such base salary; and

     •
              his target bonus amount for such year, prorated for the number of days that have elapsed during such year.

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

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

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

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

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

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

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

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

                                                                        68
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.

                                                                        69
      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.

                                                                         70
     Indemnification for breaches. Under the agreement, generally, the parties will indemnify one another for any costs, losses, damages or
expenses, including attorney's fees, which arise from the breach of the agreement.

Equity Compensation Plans

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

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

     •
               providing the opportunity to our employees, directors and service providers to develop a sense of proprietorship and personal
               involvement in our development and financial success and to devote their best efforts to our business; and

     •
               providing us with a means through which we may attract able individuals to become our employees or to serve as our directors or
               service providers and providing us a means whereby those individuals, upon whom the responsibilities of our successful
               administration and management are of importance, can acquire and maintain stock ownership, thereby strengthening their concern
               for our welfare.

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

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

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

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

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

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

                                                                         71
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.

                                                                          72
       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.

                                                                          73
       Each award document will set forth the extent to which the participant will have the right to retain restricted stock and/or restricted stock
units following termination of his or her employment or services.

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

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

     •
            The vesting schedule for the 240,000 shares granted to Mr. Picasso is as follows: 25% will vest on October 15, 2006, another 25%
            will vest on October 15, 2007, and the last 50% will vest on October 15, 2008, provided, however, that in the event of a change in
            control or his death or "disability" (as defined in the award document), the award will vest in full and be free of restrictions.

     •
            The vesting schedule for the 200,000 shares granted to Mr. Stead is as follows: one-third will vest on November 30, 2005, another
            one-third will vest on November 30, 2006, and the last one-third will vest on November 30, 2007, provided, however, that in the
            event of a change in control or his death or "disability" (as defined in the award document), the award will vest in full and be free
            of restrictions.

     •
            The vesting schedule for the 17,000 shares granted to Mr. Oechsle is as follows: 25% will vest on October 15, 2006, another 25%
            will vest on October 15, 2007, and the last 50% will vest on October 15, 2008, provided, however, that in the event of a change in
            control or his death or "disability" (as defined in the award document), the award will vest in full and be free of restrictions.

     •
            Unvested shares are transferable by will or by the laws of descent and distribution, or to a member of the participant's immediate
            family or specified estate planning vehicles established by the participant.

     •
            Restricted shares carry full voting and dividend rights, provided, however, that any cash dividends will be reinvested in dividend
            shares, and any such dividend shares and any stock dividends will be subject to the same restrictions as the underlying restricted
            shares.

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



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

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

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

                                                                         74
depending on the extent to which they are met, will determine the value and/or number of performance units or shares that will be paid out to
the participant.

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

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

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

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

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

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

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

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

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

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

     •
               9% of our consolidated operating earnings for the plan year;

     •
               10% of our operating cash flow for the plan year; or

     •
               15% of our net income for the plan year.

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

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

                                                                         75
the incentive pool, subject to adjustment. In no event may the portion of the incentive pool allocated to a covered employee be increased in any
way, including as a result of the reduction of any other covered employee's allocated portion. The committee shall retain the discretion to adjust
such awards downward.

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

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

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

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

     •
              net earnings or net income (before or after taxes);

     •
              earnings per share;

     •
              net sales or revenue growth;

     •
              net operating profit;

     •
              return measures (including return on assets, capital, invested capital, equity, sales, or revenue);

     •
              cash flow (including operating cash flow, free cash flow, and cash flow return on equity);

     •
              earnings before or after taxes, interest, depreciation and/or amortization, and/or lease payments or other rent obligations;

     •
              gross or operating margins;

     •
              productivity ratios;

     •
              share price (including growth measures and total stockholder return);

     •
              expense targets;

     •
              margins;

     •
              operating efficiency;

     •
            market share;

    •
            customer satisfaction;

    •
            working capital targets; and

    •
            economic value added ( i.e. , net operating profit after tax minus the sum of capital multiplied by the cost of capital).

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

                                                                        76
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.

                                                                          77
      IHS Inc. 2004 Directors Stock Plan. Our 2004 Directors Stock Plan has been in effect as of December 1, 2004. The following
description of the plan is intended to be a summary and does not describe all provisions of the plan.

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

      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.

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

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

        •
                   who was not on the preceding December 1 a director will receive a one-time award consisting of restricted stock units, whose
                   underlying shares will have, on the date of grant, a fair market value (as defined in the plan) equal to $80,000; and

        •
                   will receive both an award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair
                   market value equal to $50,000, and an annual cash retainer award equal to $40,000, which cash-based award may be converted into
                   deferred stock units or deferred.

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

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

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

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

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

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

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

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

                                                                              78
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

                                                                           79
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.

                                                                          80
      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

                                                                            81
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;

                                                                          82
     •
             $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.

      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 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).

                                                                         83
                                                      PRINCIPAL AND SELLING STOCKHOLDERS

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

      •
                 immediately prior to the consummation of this offering; and

      •
                 as adjusted to reflect the sale of the shares of our Class A common stock if the underwriters do not exercise their option to
                 purchase additional shares, by:


•
          each of the named executive officers and directors individually;

•
          all executive officers and directors as a group; and

•
          the selling stockholders.

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

                                              Shares Beneficially
                                            Owned Prior to Offering

                                                                                                     Shares Beneficially
                                                                                                    Owned After Offering

                                            Class A         Class B
                                            Common         Common
                                             Stock           Stock
                                             Shares         Shares

                                                                                      Shares of
                                                                                       Class A
                                                                                      Common       Class A        Class B
                                                                                     Stock Being   Common        Common
                                                                                       Offered      Stock          Stock

                                                                          % Total                                               % Total
                                                                           Voting                                                Voting
Name of Beneficial Owner                                                  Power(1)                                              Power(1)

                                            Shares    %   Shares      %                            Shares    %   Shares     %

Charles A. Picasso(2)                                                                         —
Jerre L. Stead(2)                                                                             —
Stephen Green(2)                                                                              —
Michael J. Sullivan(2)                                                                        —
H. John Oechsle(2)                                                                            —
Robert R. Carpenter                                                                           —
Randolph A. Weil                                                                              —
C. Michael Armstrong(2)                                                                       —
Roger Holtback(2)                                                                             —
Balakrishnan S. Iyer(2)                                                                       —
Michael Klein(2)                                                                              —
Richard W. Roedel(2)                                                                          —
Michael v. Staudt                                                                             —
All directors and executive officers as a                                                     —
group (16 persons)(3)

Selling Stockholders:
   Urvanos Investments Limited (4)(5)
   Urpasis Investments Limited (4)(5)


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

                                                                                           84
      The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis. The Class B common stock will automatically be
      converted into Class A common stock upon the earlier of the occurrence of specified events or four years from the date of this offering.

(2)
         These shares were granted as restricted shares under one of our equity compensation plans.


(3)
         Does not include two of our named executive officers who are former executive officers.


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


(5)
         If the underwriters exercise their option to purchase            additional shares of Class A common stock in full, Urvanos Investments Limited will sell an
         additional                  shares of Class A common stock and Urpasis Investments Limited will sell an additional      shares of Class A common stock.


                                                                                            85
                                     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Relationship with Selling Stockholders and TBG

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

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

       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 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

                                                                        86
of our core business but are now or were historically owned by TBG or its affiliates, and we do not anticipate incurring such liabilities in the
future. However, we cannot provide assurances that this will continue to be the case. We have entered into an agreement with TBG to provide
certain indemnities to each other. This agreement generally provides that we will indemnify TBG for liabilities relating to our properties and
core business, and that TBG will indemnify us for liabilities relating to any properties, businesses or entities that are now or were historically
owned by TBG or its affiliates (other than our properties and core business).

Investments in Related Parties

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

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

Registration Rights Agreement

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

Demand Registration Rights

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

Incidental Registration Rights

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

Holdback Agreements

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

                                                                         87
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.

                                                                         88
                                                    DESCRIPTION OF CAPITAL STOCK

General Matters

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

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

Common Stock

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

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

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

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


            •
                    transfers to any trust, so long as (a) such trust is the sole owner, directly or indirectly, of TBG; and (b) the principal
                    beneficiary of such trust is Georg Heinrich Thyssen-Bornemisza; and

            •
                    transfers to any corporate entities, partnerships or other similar entities, so long as the Thyssen-Bornemisza Continuity
                    Trust or any trust described in the preceding bullet directly or indirectly wholly-own such entities;


     •
            the death of Georg Heinrich Thyssen-Bornemisza;

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

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



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

                                                                         89
of common stock concurrently is subdivided or combined in the same proportion and in the same manner.

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

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

Preferred Stock

       The board of directors has the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series or the designation of such series, without any vote or action by the
stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control and may adversely
affect the voting, dividend and other rights of the holders of common stock.

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

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

Registration Rights

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

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

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

     •
               are expected to discourage coercive takeover practices and inadequate takeover bids;

     •
               are designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors;

     •
               could have the effect of delaying, deferring or discouraging another party from acquiring control of us;

     •
               could inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile
               takeover attempts;

     •
               could prevent changes in our management; and

     •
               could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

                                                                           90
       Dual Class Structure. As discussed above, our Class B common stock has ten votes per share, while our Class A common stock,
which is the class of stock we are selling in this offering and which will be the only class which is publicly traded, has one vote per share. After
the offering and assuming that the underwriters option to purchase additional shares has not been exercised, all of our Class B common stock
and % of our Class A common stock, representing % of the voting power of our outstanding capital stock, will be controlled by the selling
stockholders. Because of our dual class structure, the indirect sole owner of the selling stockholders, TBG, will continue to be able to control
all matters submitted to our stockholders for approval even if they come to own significantly less than 50% of the shares of our outstanding
common stock. See "Certain Relationships and Related Transactions—Relationship with the Selling Stockholders and TBG." This concentrated
control could discourage others from initiating any potential merger, takeover or other change of control transaction that other stockholders
may view as beneficial to them.

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

        Removal of Directors; Vacancies. Under the Delaware General Corporation Law (the "DGCL"), unless otherwise provided in our
certificate of incorporation, directors serving on a classified board may be removed by the stockholders only for cause. Our certificate of
incorporation and bylaws will provide that directors may be removed only for cause and only upon the affirmative vote of the holders of at least
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 (the election and term of our directors);

     •
            the removal of directors and the filling of vacancies on our board of directors;

     •
            the prohibition on stockholder action by written consent;

     •
            the ability to call a special meeting of stockholders being vested solely in the chairman of our board of directors or our president or
            corporate secretary acting at the direction of our board of directors;

     •
            the ability of our board of directors to amend and repeal our bylaws without a stockholder vote; and

     •
            the amendment provision requiring that the above provisions be amended only with a 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

                                                                         91
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 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 so long as our Class A common stock is listed on the
New York Stock Exchange, only require stockholder approval of certain issuances that equal or exceed 20% of the then-outstanding voting
power or then-outstanding number of shares of common stock (or, in the case of certain related-party and other transactions, 1% or 5% of the
then-outstanding voting power or then-outstanding number of shares of common stock).

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

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

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

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

                                                                         92
number of directors to be elected to our board of directors at an annual meeting is increased and there is no public announcement by us naming
the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice will be considered timely, but only with respect to nominees for the additional directorships, if it is delivered to our
corporate secretary not later than the close of business on the tenth day following the day on which such public announcement is first made by
us.

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

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

     •
               the name and record address of the stockholder and the beneficial owner;

     •
               the class and number of shares of our capital stock which are owned beneficially and of record by the stockholder and the
               beneficial owner;

     •
               a representation that the stockholder is a holder of record of our stock entitled to vote at that meeting and that the stockholder
               intends to appear in person or by proxy at the meeting to bring the nomination before the meeting; and

     •
               a representation as to whether the stockholder or the beneficial owner intends or is part of a group which intends to deliver a proxy
               statement or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the nominee, or
               otherwise to solicit proxies from stockholders in support of such nomination.

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

     •
               all information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be
               made in connection with solicitations of proxies for election of directors pursuant to the Securities Exchange Act of 1934; and

     •
               the nominee's written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

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

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

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

                                                                           93
     •
            the name and record address of the stockholder and beneficial owner;

     •
            the class and number of shares of our capital stock which are owned beneficially and of record by the stockholder and the
            beneficial owner;

     •
            a representation that the stockholder is a holder of record of our stock entitled to vote at the meeting and that the stockholder
            intends to appear in person or by proxy at the meeting to propose such business; and

     •
            a representation as to whether the stockholder or the beneficial owner intends or is part of a group which intends to deliver a proxy
            statement or form of proxy to holders of at least the percentage of our outstanding capital stock required to approve or adopt the
            business proposal, or otherwise to solicit proxies from stockholders in support of such proposal.

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

     •
            for breach of duty of loyalty;

     •
            for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

     •
            under Section 174 of the DGCL (unlawful dividends); or

     •
            for transactions from which the director derived improper personal benefit.

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

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

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

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

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

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

                                                                         94
been publicly filed with the Securities and Exchange Commission as an exhibit to the registration statement of which this prospectus is a part.

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

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

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

         Our rights will not be exercisable until:

     •
               ten business days after the public announcement that a person or group has become an "acquiring person" by obtaining beneficial
               ownership of 15% or more of our outstanding common stock or, if earlier,

     •
               ten business days (or a later date determined by our board of directors before any person or group becomes an acquiring person)
               after a person or group begins a tender or exchange offer that, if completed, would result in that person or group becoming an
               acquiring person.

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

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

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

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

                                                                         95
         Each one one-hundredth of a share of our series A junior participating preferred stock, if issued:

     •
               will not be redeemable;

     •
               will entitle holders to quarterly dividend payments of an amount equal to the dividend paid on one share of our class A common
               stock;

     •
               will entitle holders upon liquidation either to receive an amount equal to the payment made on one share of our class A common
               stock;

     •
               will have the same voting power as one share of our class A common stock; and

     •
               if shares of our class A common stock or class B common stock are exchanged via merger, consolidation or a similar transaction,
               will entitle holders to a per share payment equal to the payment made on one share of our class A common stock or class B
               common stock, as applicable and whichever is greater.

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

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

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

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

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

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

     •
               prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the
               transaction which resulted in the stockholder becoming an interested stockholder;

     •
               upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at
               least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of
               determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those
               (1) shares owned by persons who are directors and also officers and

                                                                          96
            (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether
            shares held subject to the plan will be tendered in a tender or exchange offer; or

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

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

Listing

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

Transfer Agent and Registrar

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

                                                                          97
                                                   SHARES ELIGIBLE FOR FUTURE SALE

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

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

Number of Shares                                                                 Date

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

Rule 144

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

Rule 144(k)

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

                                                                          98
Rule 701

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

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

Registration Rights

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

Equity Compensation Awards

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

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

Lock-Up Agreements

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

                                                                         99
         The 180-day restricted period described in the preceding paragraph will be extended if:

     •
               during the last 17 days of the 180-day restricted period IHS issues an earnings release or announces material news or a material
               event; or

     •
               prior to the expiration of the 180-day restricted period, IHS announces that it will release earnings results during the 16-day period
               beginning on the last day of the 180-day period,

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

                                                                          100
                                   MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS
                                        FOR NON-U.S. HOLDERS OF COMMON STOCK

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

     •
            non-resident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates,

     •
            foreign corporation, or

     •
            foreign estate or trust.

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

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

Dividends

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

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

Gain on Disposition of Common Stock

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

     •
            the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, subject to an applicable treaty
            providing otherwise, or

     •
            we are or have been a U.S. real property holding corporation, at any time within the five-year period preceding the disposition or
            the non-U.S. holder's holding period, whichever

                                                                        101
          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.

                                                                      102
                                                                  UNDERWRITING

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

                                                       Underwriters                                         Number of Shares

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

                              Total

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

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

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


                                                                       Paid by IHS

                                                                                              No Exercise          Full Exercise

                       Per Share                                                          $                    $
                       Total                                                              $                    $


                                                            Paid by the Selling Stockholders

                                                                                              No Exercise          Full Exercise

                       Per Share                                                          $                    $
                       Total                                                              $                    $

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

                                                                           103
      IHS and its executive officers and directors and holders of substantially all of the common stock of IHS have agreed with the
underwriters not to dispose of or hedge any of their Class A common stock or securities convertible into or exchangeable for shares of Class A
common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except
with the prior written consent of Goldman, Sachs & Co. and Citigroup Global Markets Inc. or in other limited circumstances. IHS's agreement
does not apply to any shares of Class A common stock or securities convertible into or exchangeable for shares of Class A common stock
issued pursuant to any existing employee benefit plans. See "Shares Eligible for Future Sale" for a discussion of certain transfer restrictions.

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

     •
               during the last 17 days of the 180-day restricted period, IHS issues an earnings release or announces material news or a material
               event; or

     •
               prior to the expiration of the 180-day restricted period, IHS announces that it will release earnings results during the 16-day period
               beginning on the last day of the 180-day period,

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.

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

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

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

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

                                                                          104
       Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market
price of IHS's stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the
Class A common stock. As a result, the price of the Class A common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the New York Stock
Exchange, in the over-the-counter market or otherwise.

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

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

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

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

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

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

                                                                        105
offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the
registration requirements of the Securities and Exchange Law of Japan and (ii) in compliance with any other applicable requirements of
Japanese law.

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

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

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

      Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various
financial advisory and investment banking services for IHS for which they received or will receive customary fees and expenses. C. Michael
Armstrong, who is on the board of directors of Citigroup Inc., an affiliate of Citigroup Global Markets Inc., and Michael Klein, who is Chief
Executive Officer of Global Banking for Citigroup Inc. and Vice Chairman of Citigroup International PLC, an affiliate of Citigroup Global
Markets Inc., serve on the board of directors of IHS. In addition, KeyBank National Association, an affiliate of KeyBanc Capital Markets, A
Division of McDonald Investments Inc., is the lead arranger, sole book runner, administrative agent and a lender under IHS's credit facility.


                                                 VALIDITY OF CLASS A COMMON STOCK

     The validity of the shares of Class A common stock offered hereby will be passed upon for us by Davis Polk & Wardwell, New York,
New York, and for the underwriters by Sullivan & Cromwell LLP, Washington, D.C.


                                                                     EXPERTS

      The consolidated financial statements of IHS Inc. at November 30, 2003 and 2004, and for each of the three years in the period ended
November 30, 2004, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on
the authority of such firm as experts in accounting and auditing.


                                              WHERE YOU CAN FIND MORE INFORMATION

       We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Class A common stock
offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules
thereto. For further information with respect to the company and its Class A common stock, reference is made to the registration statement and
the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document
referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy
of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such
reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov, from which interested persons
can electronically access the registration statement, including the exhibits and any schedules thereto. The registration statement, including the
exhibits and schedules thereto, are also available for

                                                                         106
reading and copying at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

       As a result of the offering, we will become subject to the full informational requirements of the Securities Exchange Act of 1934, as
amended. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We
intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent public
accounting firm. We also maintain an Internet site at www.ihs.com. Our website and the information contained therein or connected thereto
shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

                                                                     107
                                     INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                           F-2

Consolidated Financial Statements
Consolidated Balance Sheets                                                       F-3
Consolidated Statements of Operations                                             F-4
Consolidated Statements of Changes in Stockholders' Equity                        F-5
Consolidated Statements of Cash Flows                                             F-6
Notes to Consolidated Financial Statements                                        F-7

                                                             F-1
                                          Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of IHS Inc.

We have audited the accompanying consolidated balance sheets of IHS Inc. as of November 30, 2004 and 2003, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended November 30, 2004. These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. An audit includes
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of IHS Inc.
at November 30, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended
November 30, 2004, in conformity with U.S. generally accepted accounting principles.

                                                        /s/ Ernst & Young LLP

Denver, Colorado
January 17, 2005

                                                                        F-2
                                                                 IHS INC.

                                                   CONSOLIDATED BALANCE SHEETS

                                                                                                             As of November 30,

                                                                                                          2003                    2004

                                                                                                                 (In thousands)


Assets
Current assets:
  Cash and cash equivalents                                                                           $     24,051        $        124,452
  Accounts receivable, net                                                                                 107,474                 117,873
  Deferred subscription costs                                                                               15,209                  25,727
  Deferred income taxes                                                                                      3,774                  12,173
  Assets held for sale                                                                                       8,707                      —
  Other                                                                                                      8,274                  11,625

Total current assets                                                                                       167,489                 291,850

Non-current assets:
  Property and equipment, net                                                                               49,977                  49,591
  Intangible assets, net                                                                                     2,958                  26,821
  Goodwill, net                                                                                            229,418                 301,880
  Preferred stock investments in related parties                                                            71,850                      —
  Prepaid pension asset                                                                                     96,835                  81,242
  Other                                                                                                      1,586                   1,260

Total non-current assets                                                                                   452,624                 460,794

Total assets                                                                                          $    620,113        $        752,644

Liabilities and stockholders' equity
Current liabilities:
   Short-term capital leases                                                                          $          68       $             48
   Accounts payable                                                                                          53,459                 39,516
   Accrued compensation                                                                                      13,448                 28,869
   Accrued royalties                                                                                         12,981                 26,307
   Other accrued expenses                                                                                    19,341                 28,262
   Income tax payable                                                                                         8,702                  9,114
   Deferred subscription revenue                                                                             98,444                140,120
   Other current liabilities                                                                                  2,428                     —

Total current liabilities                                                                                  208,871                 272,236

Long-term debt and capital leases                                                                               725                     607
Accrued pension liability                                                                                     3,855                   7,531
Accrued post-retirement benefits                                                                             31,458                  18,740
Deferred income taxes                                                                                        13,237                  11,533
Other liabilities                                                                                               317                   8,065

Minority interests                                                                                                885                    1,209

Stockholders' equity:
   Common stock, $1.00 par value, 1,000 shares authorized, issued and outstanding at November 30,
   2003                                                                                                              1                     —
   Class A common stock, $0.01 par value per share, 80,000,000 shares authorized, 41,250,000 issued
   and outstanding at November 30, 2004                                                                            —                      413
   Class B common stock, $0.01 par value per share, 13,750,000 shares authorized, issued and
   outstanding at November 30, 2004                                                                                —                      138
   Class C common stock, $1.00 par value per share, 1,000 shares authorized, issued and held in                    —                       —
   treasury at November 30, 2004
   Additional paid-in capital                                              122,850         133,972
   Retained earnings                                                       252,725         301,887
   Accumulated other comprehensive loss                                    (14,811 )        (3,687 )

       Total stockholders' equity                                          360,765         432,723

Total liabilities and stockholders' equity                             $   620,113     $   752,644


                                             See accompanying notes.

                                                      F-3
                                                                 IHS INC.

                                          CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                   Years Ended November 30,

                                                                            2002              2003                 2004

                                                                                         (In thousands,
                                                                                   except per share amounts)


Revenue:
  Products                                                             $    306,213      $     313,389         $   353,294
  Services                                                                   32,698             32,451              41,257

     Total revenue                                                          338,911            345,840             394,551

Operating expenses:
  Cost of revenue:
    Products                                                                140,655            134,247             152,772
    Services                                                                 24,513             26,702              29,434
    Compensation expense related to equity awards (Note 12)                      —                  —                4,437

          Total cost of revenue                                             165,168            160,949             186,643
     Selling, general and administrative                                    117,837            119,986             137,821
     Depreciation and amortization                                            9,352              8,943              10,142
     Compensation expense related to equity awards (Note 12)                     —                  —               17,368
     Gain on sales of assets, net                                            (2,660 )             (245 )            (5,532 )
     Impairment of assets                                                     8,556                567               1,972
     Recovery of investment                                                  (1,598 )               —                   —
     Net periodic pension and post-retirement benefits                      (10,866 )           (8,558 )            (5,791 )
     Earnings in unconsolidated subsidiaries                                 (2,934 )           (3,196 )              (437 )
     Other expense (income), net                                             (1,062 )            1,105               2,672

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

Operating income                                                              57,118            66,289               49,693
  Impairment of investment in affiliate                                       (7,900 )              —                    —
  Gain on sale of investment in affiliate (Note 2)                                —                 —                26,601
  Interest income                                                              1,043             1,359                1,140
  Interest expense                                                            (3,535 )          (1,104 )               (450 )

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

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

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

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

Earnings per share:
  Basic and diluted                                                    $      29,928     $      42,563         $          34

Weighted average shares:
 Basic and diluted (Note 19)                                                       1                   1              1,806


Total compensation expense related to equity awards is comprised of
the following (Note 12):
Cost of products revenue                              $          —   $   —   $      170
Cost of services revenue                                         —       —        4,267
Selling, general and administrative.                             —       —       17,368

                                                      $          —   $   —   $   21,805


                                       See accompanying notes.

                                                F-4
                                                                                     IHS INC.

                                      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                 Class A
                                                                Common
                                                              Stock: $0.01              Class B
                                                               Par Value;              Common
                                         Common                80,000,000            Stock: $0.01
                                           Stock:                Shares               Par Value;
                                       $1 Par Value;          Authorized,             13,750,000
                                       1,000 Shares            41,250,000               Shares                                                Accumulated
                                        Authorized,              Shares              Authorized,            Additional                           Other
                                        Issued and             Issued and             Issued and             Paid-In         Retained        Comprehensive
                                        Outstanding           Outstanding            Outstanding             Capital         Earnings        Income (Loss)           Total

                                                                                              (In thousands)


Balance at November 30,
2001                              $                     1 $                   — $                   — $          122,850 $       180,234 $             (30,764 ) $    272,321

Net income                                             —                      —                     —                    —        29,928                     —         29,928
Foreign currency translation
adjustments                                            —                      —                     —                    —              —                4,326           4,326
Minimum pension liability
adjustment, net of tax                                 —                      —                     —                    —              —               (2,010 )        (2,010 )

Comprehensive income, net of
tax                                                                                                                                                                    32,244

Balance at November 30,
2002                                                    1                     —                     —            122,850         210,162               (28,448 )      304,565

Net income                                             —                      —                     —                    —        42,563                     —         42,563
Foreign currency translation
adjustments                                            —                      —                     —                    —              —               14,850         14,850
Minimum pension liability
adjustment, net of tax                                 —                      —                     —                    —              —               (1,213 )        (1,213 )

Comprehensive income, net of
tax                                                                                                                                                                    56,200

Balance at November 30,
2003                                                    1                     —                     —            122,850         252,725               (14,811 )      360,765

Effect of pension plan spin-off                        —                      —                      —                —           (6,009 )                   —         (6,009 )
Equity awards                                          —                      —                      —            11,672              —                      —         11,672
Cash dividend                                          —                      —                      —                —           (1,843 )                   —         (1,843 )
Distribution of preferred stock                        —                      —                      —                —           (4,300 )                   —         (4,300 )
Recapitalization                                       (1 )                  413                    138             (550 )            —                      —             —

Net income                                             —                      —                     —                    —        61,314                     —         61,314
Foreign currency translation
adjustments                                            —                      —                     —                    —              —               13,268         13,268
Minimum pension liability
adjustment, net of tax                                 —                      —                     —                    —              —               (2,144 )        (2,144 )

Comprehensive income, net of
tax                                                                                                                                                                    71,958

Balance at November 30,
2004                              $                    — $                   413 $                  138 $        133,972 $       301,887 $              (3,687 ) $    432,723



                                                                             See accompanying notes.

                                                                                        F-5
                                                                    IHS INC.

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                 Years Ended November 30,

                                                                                          2002               2003           2004

                                                                                                        (In thousands)


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

Reconciliation of net income to net cash provided by operating activities:
  Depreciation and amortization                                                               9,352               8,943        10,142
  Compensation expense related to equity awards (non-cash portion)                               —                   —         11,872
  Gain on sales of assets, net                                                               (2,660 )              (245 )      (5,532 )
  Gain on sale of investment in affiliate                                                        —                   —        (26,601 )
  Recovery of investment                                                                     (1,598 )                —             —
  Impairment of assets                                                                        8,556                 567         1,972
  Impairment of investment in affiliate                                                       7,900                  —             —
  Net periodic pension and post-retirement benefits                                         (10,866 )            (8,558 )      (5,791 )
  Minority interests                                                                             23                  46           275
  Deferred income taxes                                                                      17,791               7,165        (1,424 )
  Change in assets and liabilities:
     Accounts receivable, net                                                                15,605              (1,205 )       4,557
     Other current assets                                                                    (2,622 )             1,013       (11,755 )
     Accounts payable                                                                           383               4,005       (15,208 )
     Accrued expenses                                                                         6,755              (8,654 )      25,972
     Income taxes                                                                            (7,544 )            10,929         1,035
     Deferred subscription revenue                                                            4,034               3,576        16,152
     Other liabilities                                                                         (302 )                —             —

Net cash provided by operating activities                                                    74,735              60,145        66,980

Investing activities
Capital expenditures on property and equipment                                               (6,763 )            (4,123 )     (4,444 )
Change in other assets                                                                         (548 )             1,412        4,485
Acquisitions of businesses, net of cash acquired                                                 —               (2,224 )    (70,331 )
Proceeds from sales of assets and investment in affiliate                                     4,652                  —       104,893

Net cash provided by (used in) investing activities                                          (2,659 )            (4,935 )      34,603

Financing activities
Net payments on debt                                                                        (71,265 )           (44,153 )        (157 )
Cash dividends                                                                                   —                   —         (1,843 )

Net cash used in financing activities                                                       (71,265 )           (44,153 )      (2,000 )


Net increase in cash and cash equivalents                                                       811              11,057        99,583
Foreign exchange impact on cash balance                                                         678               1,053           818
Cash and cash equivalents at the beginning of the year                                       10,452              11,941        24,051

Cash and cash equivalents at the end of the year                                      $      11,941 $            24,051 $    124,452


                                                            See accompanying notes.

                                                                       F-6
                                                                     IHS INC.

                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Nature of Business and Significant Accounting Policies

     IHS Inc. ("IHS," "we," "our," or "us") is a Delaware corporation wholly owned by Urpasis Investments Limited and Urvanos Investments
Limited, Cyprus limited liability companies. We are one of the leading global providers of critical technical information, decision-support tools
and services to customers in the energy, defense, aerospace, construction, electronics, and automotive industries.

      We manage our business through two reportable segments: Energy and Engineering. Our Energy segment develops and delivers critical
oil and gas industry data on exploration, development, production, and transportation activities to major global energy producers and national
and independent oil companies. Our Energy segment also provides decision-support tools and operational, research, and strategic advisory
services to these customers, as well as to utilities and transportation, petrochemical, coal, and power companies. Our Engineering segment
provides solutions incorporating technical specifications and standards, regulations, parts data, design guides, and other information to
customers in its targeted industries. We maintain an international sales and service network of subsidiaries and distributors.

     Fiscal Year End

    Our fiscal years end on November 30 of each year. References herein to individual years mean the year ended November 30. For example,
2002 means the year ended November 30, 2002.

     Consolidation Policy

     The consolidated financial statements include the accounts of all wholly owned and majority owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.

     Revenue Recognition

     Revenue is recognized when all of the following criteria have been met: (a) persuasive evidence of an arrangement exists, (b) delivery has
occurred or services have been rendered, (c) the price to the customer is fixed or determinable, and (d) collectibility is reasonably assured. Our
revenue recognition policies are based on the guidance in Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition , and Statement of
Position (SOP) 97-2, Software Revenue Recognition .

     Sales of critical information and decision-support tools

     The majority of our revenue is derived from the sale of subscriptions to our critical information, which is recognized ratably as delivered
over the subscription period. Costs that are directly related to the subscription revenue and are primarily comprised of prepaid royalty fees, are
generally deferred and amortized to cost of revenue over the subscription period.

     We do not defer the revenue for the limited number of sales of subscriptions in which we have no continuing responsibility to maintain
and update the underlying database. We recognize this revenue upon the sale of these subscriptions and delivery of the information and tools.
For a limited number of our offerings, we serve as the sales agent for third parties. We recognize revenue from these sales in according with
Emerging Issues Task Force 99-19, Report Revenue Gross as a Principal versus Net as and Agent .

     Revenue is recognized upon delivery for non-subscription-based sales.

                                                                        F-7
     In certain locations, we use dealers to distribute our critical information and decision-support tools. Revenue for products sold through
dealers is recognized as follows:

     •
            For subscription based services, revenue is recognized ratably as delivered to the end user over the subscription period.

     •
            For non-subscription based products, revenue is recognized upon delivery to the dealer.

     Services

      We provide our customers with service offerings that are primarily sold on a stand-alone basis or as part of a multiple-element
arrangement. Our service offerings are either separately priced in a standard-price book or, for services that are not in a standard-price book as
the price varies based on the nature and complexity of the service offering, value is derived based on the estimated underlying effort for
executing the associated deliverable in the contract. Revenue related to services performed under time- and material-based contracts is
recognized in the period performed at the rate specified in the contract. Revenue associated with fixed-price contracts is recognized upon
completion of each specified performance obligation under the terms of the contract. See discussion of "multiple-element arrangements" below.
If the contract includes acceptance contingencies, revenue is recognized in the period in which we receive documentation of acceptance from
the customer.

     Multiple-element arrangements

     In our business, multiple-element arrangements refer to contracts with separate fees for decision-support tools, maintenance, and related
services. If the four criteria of revenue recognition are met, license fees are recognized ratably over the license period as long as there is an
associated licensing period or a future obligation. Otherwise, revenue is recognized upon delivery. Certain contracts specify separate fees for
decision-support tools and ongoing fees for maintenance and other support. If sufficient vendor-specific objective evidence of the fair value of
each element of the arrangement exists, the elements of the contract are unbundled and are recognized as follows:

     •
            For non-subscription offerings of a multiple-element arrangement, the revenue is generally recognized for each element in the
            period in which delivery of the product to the customer or completion of services occurs or ratably over the term of the
            maintenance period.

     •
            In some instances, customer acceptance is required for services rendered. For those transactions, revenue is recognized in the
            period that customer acceptance is obtained.

     •
            For subscription offerings of a multiple-element arrangement, revenue is recognized ratably as delivered over the subscription
            period.

     In instances where a multiple-element arrangement includes offerings for which vendor-specific objective evidence is not available,
revenue is recognized after all obligations of performance are completed.

     Cash and Cash Equivalents

     We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash
equivalents are carried at cost, which approximates fair value.

                                                                       F-8
     Property and Equipment

     Land, buildings and improvements, machinery and equipment are stated at cost. Depreciation is recorded using the straight-line method
over the estimated useful lives of the assets as follows:

                         Buildings and improvements                                                             7 to 30 years
                         Machinery and equipment                                                                2 to 10 years

     Leasehold improvements are depreciated over their estimated useful life, or the life of the lease, whichever is shorter. Maintenance, repairs
and renewals of a minor nature are expensed as incurred. Betterments and major renewals which extend the useful lives of buildings,
improvements, and equipment are capitalized.

     Preferred Stock Investment in Related Parties

      Investment in related parties consisted solely of preferred stock of companies in which TBG Holding, NV (TBG), our indirect controlling
stockholder, holds common stock and are stated at cost, net of impairments. During 2004, we liquidated our preferred stock investments in
related parties in conjunction with the disposition of the equity investments by TBG (see Note 2).

     Identifiable Intangible Assets and Goodwill

     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.

     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. We assess impairment by comparing the fair value of an
identifiable intangible asset or goodwill with its carrying value. Impairments are expensed when incurred.

     Minority Interest

     We recognize the minority interests' share of net income in an amount equal to the minority interests' allocable portion of the common
equity of certain consolidated subsidiaries. These subsidiaries are located in Germany and Switzerland and are included in our Engineering
segment.

     Income Taxes

      Deferred income taxes are provided using tax rates enacted for periods of expected reversal on all temporary differences. Temporary
differences relate to differences between the book and tax basis of assets and liabilities, principally goodwill, property and equipment, deferred
subscription revenue, and pension assets and accruals. Pursuant to the provisions of SFAS No. 109, Accounting for Income Taxes , we regularly
review the adequacy of our deferred tax asset valuation allowance. We recognize these benefits only when the underlying assessments indicate
that it is more likely than not that the benefits will be realized.

     Judgment is required in determining the worldwide provision for income taxes. Additionally, the income tax provision is based on
calculations and assumptions that are subject to examination by

                                                                          F-9
many different tax authorities and to changes in tax law and rates in many jurisdictions. We adjust our income tax provision in the period in
which it becomes probable that actual results will differ from our estimates.

     Foreign Currency

      The functional currency of each of our foreign subsidiaries is that subsidiary's local currency. Monetary assets and liabilities are translated
at year-end exchange rates. Income and expense items are translated at weighted-average rates of exchange prevailing during the year. Any
translation adjustments are included in the foreign currency translation adjustment account in stockholders' equity. Transactions executed in
different currencies resulting in exchange adjustments are translated at spot rates and resulting foreign exchange transaction gains and losses
are included in the results of operations.

     Research and Development

     Costs of research and development, which are included in cost of revenue, are expensed as incurred and amounted to approximately
$12.9 million, $7.0 million and $13.1 million for 2002, 2003 and 2004, respectively.

     Software Development Costs

     We account for software research and development costs in accordance with SFAS 86 and SOP 98-1. Our development process includes
the requirement that we make a determination regarding technological feasibility. Upon such determination, management evaluates the nature
and timing of costs to be capitalized. We capitalize these costs through the period that the product is generally available for sale. The
capitalized amounts, net of accumulated amortization, are included in intangible assets in our consolidated balance sheet. The capitalized
amounts are amortized over the expected period of benefit, not to exceed five years, and such amortization expense is included within cost of
revenue in our consolidated statement of operations. The costs capitalized were $0, $0, and $0.6 million, in 2002, 2003 and 2004, respectively.
Amortization expense was $0.3 million in each of 2002, 2003 and 2004.

     Impairment of Long-Lived Assets

     In 2003, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS No. 144
addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of , and the accounting and reporting provisions of Accounting
Principles Board (APB) Opinion No. 30, Reporting the Results of Operation, for the disposal of a segment of a business. Upon adoption, we
evaluated the recoverability of our property and equipment and other long-lived assets in accordance with the new standard.

     We periodically review the carrying amounts of long-lived assets to determine whether current events or circumstances warrant
adjustment to such carrying amounts. Any impairment is measured by the amount that the carrying value of such assets exceeds their fair value,
primarily based on estimated discounted cash flows. Considerable management judgment is necessary to estimate the fair value of assets.
Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value, less costs to sell.

                                                                        F-10
     Stock Option Accounting

     As discussed in Note 13, IHS Group Inc., our wholly owned subsidiary, settled all of its options outstanding at November 30, 2004. IHS
Group Inc. has elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations in
accounting for its employee stock options. Under APB 25, because the exercise prices of IHS Group Inc.'s employee stock options have been
equal to or greater than the estimated fair market value of the underlying stock on the date of the grant, no compensation expense for stock
options has been recognized. SFAS No. 123, Accounting and Disclosure of Stock-Based Compensation (SFAS 123), establishes an alternative
method of expense recognition for stock-based compensation awards to employees based on fair values. As of November 30, 2004, IHS
Group Inc. has not yet adopted SFAS 123(R) for expense recognition purposes. See "New Accounting Pronouncement" below for further
discussion concerning SFAS 123(R).

     Pro forma information regarding net income and earnings per share is required by SFAS 123, and has been determined as if IHS
Group Inc. had accounted for its employee stock options under the fair value method. The fair value of each option grant was estimated on the
date of grant with the following weighted-average assumptions: risk-free interest rate of 3.0%, 2.8% and 3.0% in 2002, 2003 and 2004,
respectively, expected life of five years, and expected dividends of 0%.

     Option valuation models require the input of highly subjective assumptions including expected stock price characteristics significantly
different from those of traded options. Because changes in the subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

     The weighted-average fair value of options granted during 2002 was $0.91 per option. The weighted-average fair value of options granted
during 2003 at fair market value was $1.08 per option and for those granted in excess of fair market value was $0.64 per option. The
weighted-average fair value of options granted during 2004 at fair market value was $1.27 per option. The options granted in excess of fair
market value during 2004 had no value. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense
over the options' vesting period. Our pro forma net income if IHS Group Inc. had used the fair value accounting provisions of SFAS 123 are
shown below, for the years ended November 30:

                                                                                    2002                 2003               2004

                                                                                             (amounts in thousands except
                                                                                                for per share amounts)


               Net income (loss) as reported                                   $      29,928        $      42,563       $    61,314
               Add: Stock-based employee compensation expense included
               in reported net income, net of related tax effects for cash
               settlement of awards under APB 25                               $             —      $           —       $      6,237
               Deduct: Total stock-based employee compensation expense
               determined under fair value based method for all awards, net
               of related tax effects                                                      (726 )           (1,084 )          (1,009 )
               Deduct: Total stock-based employee compensation expense
               determined under fair value based method on cash
               settlement, net of related tax effects                                        —                  —             (1,471 )

               Pro forma                                                       $      29,202        $      41,479       $    65,071

               Earnings per share:
               Basic and diluted, as reported                                  $      29,928        $      42,563       $          34
               Basic and diluted, pro forma                                    $      29,202        $      41,479       $          36

                                                                     F-11
     As a result of the ultimate $9.4 million cash settlement of all outstanding options, both vested and unvested, the Company accelerated the
vesting on unvested options which resulted in $1.471 million of compensation cost under SFAS 123. The cash settlement of vested and
unvested options did not result in additional compensation as the cash paid for the options did not exceed the FMV on the settlement date.

     Use of Estimates

    The preparation of financial statements in accordance with generally accepted accounting principles requires the use of significant
management estimates. Actual results could differ from those estimates.

     Concentration of Credit Risk

     Our financial instruments that are exposed to concentrations of credit risk consist principally of accounts receivable and equity
investments in related parties. Credit is extended to commercial customers based on an evaluation of the customer's financial condition;
generally, collateral is not required. We maintain reserves for potential credit losses from such customers.

     Fair Value of Financial Instruments

      The carrying value of our financial instruments, including cash, accounts receivable, accounts payable and long-term debt, approximates
their fair value.

     New Accounting Pronouncement

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

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

     1.
            A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the
            requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements
            of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that remain unvested on the
            effective date.

     2.
            A "modified retrospective" method which includes the requirements of the modified prospective method described above, but also
            permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro forma disclosures
            for either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

     We are currently studying Statement 123(R) and have not yet decided which alternative to use when we adopt Statement 123(R), for our
quarter ending on August 31, 2005. As permitted by Statement 123(R), we currently account for share-based payments to employees using
APB Opinion 25's intrinsic value method and, as such, generally recognize no compensation cost for employee

                                                                     F-12
stock options. Subsequent to November 30, 2004, we cancelled all of our outstanding options. Consequently, the adoption of Statement 123(R)
will impact our results of operations if we grant share-based payments in the future. Had we adopted Statement 123(R) in prior periods, the
impact of that standard would have approximated the impact under Statement 123(R) as described in the disclosure of pro forma net income
appearing earlier in Note 1 to our consolidated financial statements.

2.    Acquisitions and Divestitures

     All acquisitions are accounted for using the purchase method of accounting. The consolidated financial statements include all the assets
and liabilities acquired and the results of operations from the respective dates of acquisition. Pro forma results of the acquired businesses have
not been presented as they did not have a material impact on our results of operations. Significant transactions are discussed below.

      Acquisitions

    On December 9, 2003, we acquired the assets of International Petrodata Limited (IPL) for a total purchase price of approximately
$16 million in cash. IPL, based in Calgary, Canada, provides critical information to the oil and gas exploration and production markets in
Canada.

     On September 1, 2004, we acquired the outstanding capital stock of Cambridge Energy Research Associates (CERA) for a total purchase
price of approximately $31 million, net of cash acquired of $1.5 million. CERA provides syndicated research and strategic advisory services to
energy companies.

     On September 16, 2004, we acquired Intermat, Inc., a provider of decision-support tools for parts management, parts cleansing and
predictive obsolescence projects, for a total purchase price of approximately $5 million in cash.

     On September 20, 2004, we acquired the outstanding capital stock of USA Information Systems, Inc. (USA). The total purchase price was
approximately $20 million, net of $0.5 million of acquired cash. USA provides decision-support tools and critical information to governments
and government contractors.

      The purchase prices for these acquisitions were allocated as follows:

                                                                    IPL             CERA             Intermat          USA               Total

                                                                                                  (In thousands)


Assets:
  Current assets                                               $       1,242    $       8,437    $          729    $     1,968     $        12,376
  Property and equipment                                                 215            2,512               212             65               3,004
  Intangible assets                                                    4,518           14,770             3,607          2,788              25,683
  Goodwill                                                            12,528           27,474             1,182         18,821              60,005
  Deferred tax assets                                                     —             2,241                —              —                2,241

Total assets                                                          18,503           55,434             5,730         23,642             103,309

Liabilities:
   Current liabilities                                                 2,418           18,164               430           4,157             25,169
   Long-term liabilities                                                  —             7,809                —               —               7,809

Total liabilities                                                      2,418           25,973               430           4,157             32,978

     Purchase price                                            $      16,085    $      29,461    $        5,300    $    19,485     $        70,331

                                                                       F-13
     Divestitures of Investments in Affiliates

     During 2004, we divested our preferred stock investments in two related parties in which TBG held common stock. On September 17,
2004, we sold our preferred stock in one related party (TriPoint Global Communications, Inc.) for $94.2 million and we recorded a
$26.6 million gain on the sale. On October 18, 2004, we distributed to TBG, in the form of a $4.3 million dividend, the preferred stock we
owned in the second related party (Extruded Metals, Inc.). In 2002, we recorded a $7.9 million impairment charge in 2002 related to our
preferred stock investment in Extruded Metals, Inc. The impairment charge was the result of writing down our investment to its estimated fair
value.

3.   Dissolution of Joint Venture

      On January 1, 2004, we dissolved our joint venture with the British Standards Institution (BSI) in favor of a distribution agreement
relating to certain products, which incorporate BSI standards and were previously sold through and owned by the joint venture. We recorded a
$4.4 million gain in connection with the dissolution of the joint venture, and have included this gain in gain on sales of assets, net, in our
consolidated statement of operations. The gain resulted from the fact that the cash distribution that we received in connection with the
dissolution exceeded the balance of our investment in the joint venture. A $4.5 million deferred revenue balance was also recorded at the time
of the dissolution. This amount represented the estimated fair value of the fulfillment obligation that we assumed relative to the subscription
products whose ownership reverted back to us at the time of the dissolution.

4.   Impairment of Assets

     An $8.6 million impairment charge was recorded in 2002 relating to the following: buildings held for sale ($4.6 million); miscellaneous
balances within our Engineering segment's services business ($1.5 million); decision-support tools within our Energy segment ($0.5 million);
and a note receivable related to the divestment of Pyramid ($2.0 million). The impairment charges related to prepaid royalties and
decision-support tools were based on undiscounted future cash flows of the respective businesses or products.

     A $0.6 million impairment charge was recorded in 2003 relating to decision-support tools within our Energy segment. This impairment
charge was based on a fair value analysis of the future cash flows of the related product.

     A $2.0 million impairment charge was recorded in 2004 relating to decision-support tools within our Energy segment. This impairment
charge occurred as a result of a decision by management to discontinue development efforts on the product.

                                                                     F-14
5.   Accounts Receivable

     Our accounts receivable balance consists of the following as of November 30:

                                                                                                       2003                      2004

                                                                                                               (In thousands)


              Accounts receivable                                                             $         111,695         $          123,077
                Less—accounts receivable allowance                                                       (4,221 )                   (5,204 )

              Accounts receivable, net                                                        $         107,474         $          117,873


     The activity in our accounts receivable allowance consists of the following as of November 30:

                                                                                             2002                        2003                  2004

                                                                                                                  (In thousands)


Balance at beginning of year                                                           $               6,839 $                   4,793 $              4,221
Provision for bad debts                                                                                2,176                       592                  519
Recoveries and other additions                                                                          (576 )                     307                1,415
Writeoffs and other deductions                                                                        (3,646 )                  (1,471 )               (951 )

Balance at end of year                                                                 $              4,793      $               4,221   $            5,204


6.   Property and Equipment

     Property and equipment consists of the following at November 30:

                                                                                                        2003                      2004

                                                                                                                (In thousands)


              Land, buildings and improvements                                                    $           47,551     $          49,228
              Machinery and equipment                                                                         53,880                56,700

                                                                                                         101,431                   105,928
              Less: accumulated depreciation                                                             (51,454 )                 (56,337 )

                                                                                                  $           49,977     $          49,591


     Depreciation expense was approximately $9.0 million, $8.6 million, and $8.2 million in 2002, 2003, and 2004, respectively.

     During 2002, we determined that certain office buildings met the criteria of SFAS 121 for assets held for sale. Accordingly, the carrying
value of the buildings was adjusted to $8.7 million, which represented their fair value less costs to sell. The resulting $4.6 million impairment
loss was recorded in 2002 as a component of impairment of assets.

                                                                       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                          Accumulated
                                                                          Life           Gross           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         Minimum pension           Accumulated other
                                                                         translation           liability              comprehensive
                                                                        adjustments          adjustment                income (loss)

                                                                                               (In thousands)


              Balances, November 30, 2001                           $          (30,764 ) $                  — $                   (30,764 )
                Foreign currency translation adjustments                         4,326                      —                       4,326
                Minimum pension liability adjustment                                —                   (2,872 )                   (2,872 )
                Tax benefit                                                         —                      862                        862

                                                                               (26,438 )                (2,010 )                  (28,448 )
              Balances, November 30, 2002
                Foreign currency translation adjustments                       14,850                       —                     14,850
                Minimum pension liability adjustment                               —                    (1,733 )                  (1,733 )
                Foreign currency effect on pension                                297                     (297 )                      —
                Tax benefit                                                        —                       520                       520
                Foreign currency effect on tax benefit                            (89 )                     89                        —

                                                                               (11,380 )                (3,431 )                  (14,811 )
              Balances, November 30, 2003
                Foreign currency translation adjustments                       13,268                       —                     13,268
                Minimum pension liability adjustment                               —                    (3,062 )                  (3,062 )
                Foreign currency effect on pension                                565                     (565 )                      —
                Tax benefit                                                        —                       918                       918
                Foreign currency effect on tax benefit                           (170 )                    170                        —

              Balances, November 30, 2004                           $            2,283     $            (5,970 ) $                 (3,687 )


12.   2004 Long-Term Incentive and Directors Stock Plans and the Offer to Exchange Options and Shares

      IHS Inc. 2004 Long-Term Incentive Plan

      The IHS Inc. 2004 Long-Term Incentive Plan became effective as of November 30, 2004.

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

     We have authorized a maximum of 7,000,000 shares, minus the number of shares relating to any award granted and outstanding as of, or
subsequent to, the effective date under any other of

                                                                        F-20
our equity compensation plans. Subject to the plan, the maximum number of shares that may be available for grant pursuant to incentive stock
options will be 4,000,000.

     As of November 30, 2004, no awards of any kind under the IHS Inc. 2004 Long-Term Incentive Plan were outstanding.

    IHS Inc. 2004 Directors Stock Plan

     Our 2004 Directors Stock Plan became effective as of December 1, 2004. This plan is a sub-plan under our 2004 Long-Term Incentive
Plan. Awards under this plan are granted in accordance with the 2004 Long-Term Incentive Plan and will constitute "nonemployee director
awards" (as defined in that plan). Only nonemployee directors are eligible to participate in the plan. As of November 30, 2004, no awards were
outstanding.

     On each December 1, commencing with December 1, 2005, each nonemployee director (except for one):

    •
            who was not a director on the preceding December 1 will receive a one-time award consisting of restricted stock units, whose
            underlying shares will have, on the date of grant, a fair market value (as defined in the plan) equal to $80,000; and

    •
            will receive both an award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair
            market value equal to $50,000, and an annual cash retainer award equal to $40,000, which cash-based award may be converted into
            deferred stock units or deferred.



     On December 29, 2004, each nonemployee director (except for one):

    •
            who was elected to our board on or before November 18, 2004 received 8,000 shares of restricted stock; and

    •
            who was elected to our board on or after November 22, 2004 but before November 30, 2004 received 5,000 shares of restricted
            stock; and

    •
            who was a nonemployee director as of December 1, 2004 received 4,500 shares of restricted stock, in addition to any other shares
            of restricted stock he or she may have received under the plan.

    Offer to Exchange Options and Shares

      Offer. On November 22, 2004, IHS Group Inc. offered to exchange all outstanding stock options to purchase shares of its Class A
non-voting common stock that were granted to senior executives, directors and certain employees (other than senior executives) under IHS
Group Inc.'s 1998 and 2002 non-qualified stock option plans and IHS Group Inc. shares previously acquired upon the exercise of such options
(the "Offer"). See Note 13 for further information concerning IHS Group Inc.'s 1998 and 2002 non-qualified stock options plans. The senior
executives, employees and directors who accepted the Offer received:

    •
            cash in the amount equal to the excess of the estimated fair value at the date of offer, or $9.42, over the per share exercise price
            option for every IHS Group Inc. share underlying his

                                                                       F-21
          or her outstanding option, vested or unvested, with an exercise price lower than $9.42 per share;

     •
            $9.42 in cash for every IHS Group Inc. share he or she previously acquired, upon the exercise of an option, and currently owns
            (which amount, to the extent applicable, was first applied to the repayment of the principal price of his or her loan in connection
            with his or her prior option exercise);

     •
            an additional $0.42 in cash for every IHS Group Inc. share he or she previously acquired and surrendered in order to satisfy his or
            her payroll tax withholding in connection with his or her prior exercise of an option; and

     •
            for senior executives, one restricted share of our Class A common stock for every three IHS Group Inc. shares underlying his or
            her outstanding options (or previously acquired upon the exercise of an option), regardless of whether such options were vested or
            unvested and regardless of their exercise price. Employees other than senior executives received one deferred stock unit
            representing one share of our Class A common stock for every three IHS Group Inc. shares underlying his or her outstanding
            options (or previously acquired upon the exercise of an option), regardless of whether such options were vested or unvested and
            regardless of their exercise price.

     All senior executives, directors and certain other employees who received the Offer accepted it prior to the December 23, 2004 expiration
of the Offer.

     Vesting of our shares.    Senior executives' restricted shares will vest in accordance with the following schedule:

     •
            one-third of the total number of restricted shares he or she received will vest on the 211th day following an initial public offering;

     •
            one-third of the total number of restricted shares he or she received will vest on the first anniversary of an initial public offering;

     •
            the remaining number of restricted shares he or she received will vest on the second anniversary of an initial public offering; and

     •
            if, as of October 1, 2007, he or she continues to hold any restricted shares, all such restricted shares will vest as of such date.

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

     Former Chief Executive Officer's deferred stock units. Pursuant to the amendment to his termination agreement, our former Chief
Executive Officer tendered options to IHS Group Inc. previously issued for $1,040,000 in cash and 583,333 deferred stock units, each
representing the right to receive one share of our Class A common stock. The shares underlying the deferred stock units will be delivered to our
former CEO on June 1, 2006. In the event we have not had an initial public offering or change in control (as defined in the amendment) on or
prior to June 1, 2006, our former CEO may authorize us to retain that number of shares of our stock necessary to satisfy the tax withholding
obligation arising in connection with the delivery of the shares described above.

                                                                        F-22
      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

                                                                                                                                    Weighted-
                                                                                                                                    Average
                                                                              Shares Available                                      Exercise
                                                                                 for Grant             Number of Shares              Price

Balance at November 30, 2001:
  (395,000 exercisable)                                                                 1,614,000             3,386,000       $                 7.36
  Options authorized                                                                    1,750,000                    —
  Options granted                                                                      (1,307,250 )           1,307,250                         6.54
  Options forfeited                                                                     1,723,000            (1,723,000 )                       7.07

Balance at November 30, 2002:
  (740,000 exercisable)                                                                 3,779,750             2,970,250                         7.27
  Options authorized                                                                      750,000                    —
  Options granted at fair market value                                                 (2,688,000 )           2,688,000                         8.25
  Options granted in excess of fair market value                                       (1,500,000 )           1,500,000                         9.05
  Options forfeited                                                                       610,600              (610,600 )                       7.48

Balance at November 30, 2003:
  (3,065,900 exercisable)                                                                 952,350             6,547,650                         8.06
  Options authorized                                                                    1,200,000                    —
  Options granted at fair market value                                                 (1,877,500 )           1,877,500                      9.00
  Options granted in excess of fair market value                                         (250,000 )             250,000                     12.00
  Options exercised                                                                            —               (475,200 )                    5.38
Shares repurchased                                                                         67,000                    —
  Options forfeited                                                                       889,250              (889,250 )                       7.93

Balance at November 30, 2004:
  (3,198,700 exercisable)                                                                 981,100             7,310,700                         7.91


     Certain of IHS Group Inc.'s stock options were originally granted to our former CEO with a feature that guaranteed that the option would
have a minimum value of $3.00 per option. This feature required IHS Group Inc. to record compensation expense at an amount equal to the
difference between the fair value of IHS Group Inc.'s stock and the exercise price, subject to the $3.00 minimum value, over the three-year
vesting period. IHS Group Inc. issued 1,000,000 options with this guarantee during 2001 and 250,000 options in 2002. IHS Group Inc. was
required to issue an additional 250,000 options with this guarantee over each of the next two years. During 2002, these options were cancelled,
in exchange for a deferred cash award equal to the minimum value, and a commitment to issue a similar number of new options during 2003
and 2004. IHS Group Inc. recorded in selling, general and administrative expenses approximately $1.9 million, $1.8 million and $0.8 million of
compensation expense associated with this deferred cash award for 2002, 2003 and 2004, respectively.

                                                                     F-24
     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:

                                                                                                      Number of Options        Number of Options
Exercise Prices                                                                                         Outstanding              Exercisable

$ 5.38                                                                                                          193,200                  193,200
  6.54                                                                                                          836,500                  836,500
  8.25                                                                                                        2,257,000                       —
  8.38                                                                                                        1,000,000                1,000,000
  9.00                                                                                                        1,696,000                       —
  9.42                                                                                                           75,000                       —
  9.54                                                                                                          250,000                  250,000
  9.97                                                                                                          381,000                  381,000
 11.25                                                                                                          250,000                  250,000
 12.00                                                                                                          250,000                  166,000
 13.42                                                                                                          122,000                  122,000

                                                                                                              7,310,700                3,198,700

      The weighted-average remaining contractual life for outstanding options was 4.6 years as of November 30, 2004.

     Options granted to employees were recorded in accordance with APB 25. Therefore, since the exercise price of the employee stock
options equaled the fair value of the underlying stock on the date of grant, no compensation expense was recognized.

14.    Employee Retirement Benefits

      We sponsor a non-contributory, defined-benefit retirement plan for all of the U.S. salaried employees of our Engineering segment. We
also have a defined-benefit pension plan that covers certain employees of a subsidiary of our Engineering segment based in the United
Kingdom (U.K.). We account for our participation in these plans in accordance with SFAS No. 87, Employers' Accounting for Pensions .
Benefits for both plans are generally based on years of service and average base compensation. Plan funding strategies are influenced by
employee benefit laws and tax laws. Our U.K. plan includes provision for employee contributions and inflation-based benefit increases for
retirees.

     On November 30, 2004, our U.S. plan was spun off. Previously, it was a part of a multi-employer plan (as defined under SFAS No. 87)
sponsored by our consolidated subsidiary. As a consequence of the spin-off, our net pension asset was reduced by the $25.4 million value of the
prepaid pension asset attributable to the non-IHS Inc. plans and recorded as a charge to equity.

     The decrease in pension income from 2003 to 2004 is primarily due to the decline in the market value of plan investments that occurred
from 2000 through 2002. Although pension investment returns were significant in 2003 and 2004, the impact of the three previous years'
returns and a continued decline in interest rates reduced the funded positions of the plans to a level that resulted in the amortization of
previously unrecognized actuarial losses. In addition, service cost for the U.K. plan in U.S. dollars increased due to the appreciation of the
British pound

                                                                      F-25
sterling against the dollar. The underfunded position of our U.K. plan resulted in the recognition of an additional minimum liability in 2002,
2003 and 2004.

     Both U.S. and U.K. plan assets consist primarily of equity securities with smaller holdings of bonds and real estate. Equity assets are
diversified between international and domestic investments, with additional diversification in the domestic category through allocations to
large-cap, small-cap, and growth and value investments.

     The U.S. plan's established investment policy seeks to balance the need to maintain a viable and productive capital base and yet achieve
investment results superior to the actuarial rate consistent with our funds' investment objectives. Asset allocations are subject to ongoing
analysis and possible modification as basic capital market conditions change over time (interest rates, inflation, etc.).

      The following compares target asset allocation percentages as of the beginning of 2004 with actual asset allocations at the end of the 2004:

                                                                                   U.S. Plan Assets                               U.K. Plan Assets

                                                                       Target Allocations    Actual Allocations       Target Allocations     Actual Allocations

Equities                                                                          30-85 %                     79 %                    (a )                  81 %
Fixed Income                                                                      10-50                       12                      (a )                   9
Real Estate                                                                        0-15                       —                       (a )                  —
Other                                                                              0-40                        9                      (a )                  10


(a)
        Following an investment review, the U.K. plan's trustee's investment policy is to match the liabilities for active and deferred members
        with equity investment and match the liabilities for pensioner members with U.K. Treasury and other bonds. This would lead to a new
        asset allocation of approximately 50% investment in equities and property and 50% investment in debt securities. This change from the
        current allocation to the revised allocation is expected to take place in 2005.

     Investment return assumptions for both plans have been determined by obtaining independent estimates of expected long-term rates of
return by asset class and applying the returns to assets on a weighted-average basis.

     We do not expect any required contributions to the U.S. plan during 2005. However, we expect to contribute approximately $0.9 million
to the U.K. plan during 2005.

      The following table provides the expected benefit payments from our trustees for our pension plans:

                                                                                                          U.S. Plan             U.K. Plan              Total

                                                                                                                            (In thousands)


2005                                                                                                  $        10,319       $          752      $         11,071
2006                                                                                                           10,279                  775                10,054
2007                                                                                                           10,266                  798                11,064
2008                                                                                                           10,397                  821                11,218
2009                                                                                                           10,510                  846                11,356
2010-2014                                                                                                      58,544                4,615                63,159

                                                                       F-26
    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.           U.K.                                 U.S.             U.K.                                U.S.           U.K.
                                            Plan           Plan            Total                Plan             Plan             Total              Plan           Plan            Total

                                                                                                       (In thousands)


Service costs incurred                  $      3,269 $            433 $          3,702 $             3,601 $             567 $           4,168 $        4,052 $            700 $           4,752
Interest costs on projected benefit
obligation                                    15,248             908            16,156              15,173          1,105             16,278           14,580            1,390          15,970
Expected return on plan assets               (31,742 )        (1,236 )         (32,978 )           (31,603 )       (1,217 )          (32,820 )        (29,537 )         (1,503 )       (31,040 )
Amortization of prior service cost            (2,916 )            —             (2,916 )              (608 )           —                (608 )           (580 )             —             (580 )
Amortization of actuarial loss                    —              406               406                  —             135                135               —               440             440
Special termination benefits                     870              —                870                  —              —                  —                —                —               —

Net periodic pension benefit (income)
expense                                 $    (15,271 ) $          511 $        (14,760 ) $         (13,437 ) $           590 $       (12,847 ) $      (11,485 ) $       1,027 $        (10,458 )



      The changes in the projected benefit obligation and fair value of plan assets were as follows, for the years ended November 30:

                                                                                            2003                                                             2004

                                                                   U.S. Plan               U.K. Plan              Total                  U.S. Plan          U.K. Plan              Total

                                                                                                                        (In thousands)


Actuarial present value of accumulated benefit
obligation                                                    $          240,562 $             19,548 $            260,110 $                172,753 $             27,755 $          200,508


Change in projected benefit obligation
Net benefit obligation at beginning of year                   $          229,242 $             15,685 $            244,927 $                256,643 $             20,657 $          277,300
Service costs incurred                                                     3,601                  567                4,168                    4,052                  700              4,752
Employee contributions                                                        —                   224                  224                       —                   258                258
Interest costs on projected benefit obligation                            15,173                1,105               16,278                   14,580                1,390             15,970
Actuarial loss (gain)                                                     23,391                2,227               25,618                   (6,707 )              4,229             (2,478 )
Gross benefits paid                                                      (14,764 )               (719 )            (15,483 )                (15,345 )               (719 )          (16,064 )
Plan amendment                                                                —                    —                    —                       308                   —                 308
Foreign currency exchange rate change                                         —                 1,568                1,568                       —                 2,383              2,383
Effect of spin-off                                                            —                    —                    —                   (65,615 )                 —             (65,615 )

Net benefit obligation at end of year                         $          256,643 $             20,657 $            277,300 $                187,916 $             28,898 $          216,814


Change in plan assets
Fair value of plan assets at beginning of year                $          278,613 $             12,211 $            290,824 $                294,992 $             15,693 $          310,685
Actual return on plan assets                                              32,890                2,124               35,014                   40,091                2,323             42,414
Employer contributions (distributions)                                    (1,747 )                590               (1,157 )                 (1,727 )                858               (869 )
Employee contributions                                                        —                   224                  224                       —                   258                258
Gross benefits paid                                                      (14,764 )               (719 )            (15,483 )                (15,345 )               (719 )          (16,064 )
Foreign currency exchange rate change                                         —                 1,263                1,263                       —                 1,811              1,811
Effect of spin-off                                                            —                    —                    —                   (79,585 )                 —             (79,585 )

Fair value of plan assets at end of year                      $          294,992 $             15,693 $            310,685 $                238,426 $             20,224 $          258,650


                                                                                            F-27
      The funded status is as follows for the years ended November 30:

                                                                            2003                                                       2004

                                                          U.S. Plan       U.K. Plan         Total              U.S. Plan           U.K. Plan            Total

                                                                                              (In thousands)



Reconciliation of funded status
Over/(under)funded status                             $        38,349 $        (4,964 ) $     33,385 $             50,510 $               (8,674 ) $      41,836
Unrecognized net transition asset                              (4,173 )            —          (4,173 )             (2,499 )                   —           (2,499 )
Unrecognized prior service costs                                1,099              —           1,099                  397                     —              397
Unrecognized net loss                                          61,560           6,011         67,571               32,834                  9,672          42,506

Prepaid asset recognized in balance sheets            $        96,835 $           1,047 $     97,882 $             81,242 $                   998 $       82,240


      The amounts recognized in the balance sheet consist of the following as of November 30:

                                                                           2003                                                        2004

                                                          U.S. Plan       U.K. Plan         Total          U.S. Plan              U.K. Plan             Total

                                                                                              (In thousands)


Prepaid asset                                        $        96,835 $         1,047 $        97,882 $            81,242 $                   998 $        82,240
Accumulated other comprehensive loss                              —           (4,902 )        (4,902 )                —                   (8,529 )        (8,529 )

Net amount recognized at year end                    $        96,835 $        (3,855 ) $      92,980 $            81,242 $                (7,531 ) $      73,711


     Pension expense is actuarially calculated annually based on data available at the beginning of each year. Assumptions used in the actuarial
calculation include the discount rate selected and disclosed at the end of the previous year as well as other assumptions detailed in the table
below, for the years ended November 30:

                                                                                                                    U.S. Plan                    U.K. Plan

                                                                                                                2003            2004          2003        2004



Weighted-average assumptions as of year end
Discount rate                                                                                                      6.0 %          6.0 %         6.0 %        5.3 %
Average salary increase rate                                                                                       4.5            4.5           4.5          4.3
Expected long-term rate of return on assets                                                                        8.5            8.5           8.5          6.7

    Employees of certain subsidiaries of both the Energy and Engineering segments may participate in defined contribution plans. Benefit
expense relating to these plans was approximately $2.2 million, $2.2 million, and $2.4 million for 2002, 2003 and 2004, respectively.

    We have a Supplemental Income Plan, which is a non-qualified pension plan, for certain company executives. Benefit expense recognized
under this plan was approximately $0.7 million, $0.2 million, and $0.7 million for 2002, 2003 and 2004, respectively.

15.   Post-retirement Benefits

    We sponsor a non-contributory, defined-benefit post-retirement plan, which provides certain health care benefits, for all U.S. salaried
employees of our Engineering segment who also participate in the U.S. pension plan. We account for the plan pursuant to SFAS No. 106,
Employers' Accounting for Post-retirement Benefits Other Than Pensions . Substantially all of our employees of

                                                                      F-28
our Engineering segment may become eligible for these benefits if they reach normal retirement age while working for us.

     We recognized approximately $3.9 million, $4.3 million, and $4.7 million of net periodic post-retirement benefit expense in 2002, 2003,
and 2004, respectively, based upon actuarial estimates. The obligation under these plans was determined by the application of the terms of
medical and life insurance plans together with relevant actuarial assumptions and health care cost trend rates ranging ratably from 10.25% in
2003 to 5.00% in 2011. We have not measured the impact of the prescription drug coverage under the Medicare Modernization Act because our
plans are fully insured plans and the savings are dependent upon outside vendors. The discount rate used in determining the accumulated
post-retirement benefit obligation was 6.5%, 6.0%, and 6.0% at November 30, 2002, 2003, and 2004, respectively.

     On November 30, 2004, our plan was spun off. Previously, it was a part of a multi-employer plan sponsored by our consolidated
subsidiary. As a consequence of the spin-off, our accrued post-retirement benefit account was reduced by the $15.7 million value of the accrued
post-retirement benefit account attributable to the non-IHS Inc. plans and recorded as a charge to equity.

     Net periodic post-retirement benefit expense for 2002, 2003, and 2004 includes the results from the multi-employer plan from which the
IHS post-retirement plan was spun off effective November 30, 2004. The following table provides the components of the net periodic
post-retirement benefit expense for the years ended November 30:

                                                                                                     2002               2003                    2004

                                                                                                                  (In thousands)


Service costs incurred                                                                          $        1,090    $         1,294        $          1,481
Interest costs                                                                                           2,453              2,556                   2,641
Amortization of net actuarial loss                                                                         351                439                     545

Net periodic post-retirement benefit expense                                                    $        3,894    $         4,289        $          4,667

    The following table provides the components in the changes in the projected post-retirement benefit plan obligation for the years ended
November 30:

                                                                                                                 2003                        2004

                                                                                                                        (In thousands)


Post-retirement benefit obligation at beginning of year                                                     $         38,895 $                  43,438
Service costs                                                                                                          1,294                     1,481
Interest costs                                                                                                         2,556                     2,641
Actuarial loss                                                                                                         2,440                      (100 )
Benefits paid                                                                                                         (1,747 )                  (1,726 )
Effect of spin-off                                                                                                        —                    (20,882 )

Post-retirement benefit obligation at end of year                                                           $         43,438       $            24,852


     The following table provides the reconciliation of funded status for the years ended November 30:

                                                                                                                 2003                        2004

                                                                                                                        (In thousands)


Underfunded status                                                                                          $      (43,438 ) $                 (24,852 )
Unrecognized net actuarial loss                                                                                     11,980                       6,112

Accrued post-retirement benefit liability at end of year                                                    $      (31,458 ) $                 (18,740 )


                                                                     F-29
    Employer contributions to the post-retirement benefit plan expected to be paid during the year ending November 30, 2005, are
approximately $0.9 million.

      The following table provides the expected cash flows for our post-retirement benefit plan (in thousands):

2005                                                                                                                                    $              947
2006                                                                                                                                                 1,024
2007                                                                                                                                                 1,104
2008                                                                                                                                                 1,162
2009                                                                                                                                                 1,233
2010-2014                                                                                                                                            7,219

    Assumed health-care cost trend rates have a significant effect on the amounts reported for the health-care plans. A one-percentage-point
change in assumed health-care cost trend rates would have the following effects:

                                                                                               One-percentage-                    One-percentage-
                                                                                                point increase                     point decrease

                                                                                                                 (In thousands)


Effect on total of service and interest cost for the year ended November 30, 2004       $                          820    $                       (645 )
Effect on post-retirement benefit obligation as of November 30, 2004                                             4,288                          (3,434 )

16.   Long-term Leases, Commitments and Contingencies

   Rental charges in 2002, 2003, and 2004 approximated $11.0 million, $10.8 million, and $12.7 million, respectively. Minimum rental
commitments under noncancelable operating leases in effect at November 30, 2004 are as follows (in thousands):

2005                                                                                                                                $               13,870
2006                                                                                                                                                10,701
2007                                                                                                                                                 8,588
2008                                                                                                                                                 7,868
2009                                                                                                                                                 6,937
2010 and thereafter                                                                                                                                  1,429

                                                                                                                                    $               49,393

    We had outstanding letters of credit in the aggregate amount of approximately $1.5 million and $1.7 million at November 30, 2003 and
2004, respectively.

     From time to time, we are involved in litigation, most of which is incidental to our business. In our opinion, no litigation to which we
currently are a party is likely to have a material adverse effect on our results of operations or financial condition.

                                                                      F-30
17.   Supplemental Cash Flow Information

    Net cash provided by operating activities reflects cash payments for interest and income taxes as shown below, for the years ended
November 30:

                                                                                                           2002               2003                   2004

                                                                                                                          (In thousands)


Interest paid                                                                                     $           2,972   $              839       $              127

Income tax payments, net                                                                          $           4,519   $          10,204        $       16,651

      In 2004, we distributed a preferred stock investment with a fair value of approximately $4.3 million to an affiliate.

     Cash and cash equivalents amounting to approximately $124.5 million reflected on the consolidated balance sheets at November 30, 2004,
are maintained primarily in U.S. Dollars, Canadian Dollars, British Pound Sterling, and Swiss Francs, and are subject to fluctuation in the
current exchange rate.

18.   Segment Information

     We have two reportable segments: Energy and Engineering. Our Energy segment develops and delivers critical oil and gas industry data
on exploration, development, production, and transportation activities to major global energy producers and national and independent oil
companies. Our Energy segment also provides operational, research, and strategic advisory services to these customers, as well as to utilities
and transportation, petrochemical, coal, and power companies. Our Engineering segment provides solutions incorporating technical
specifications and standards, regulations, parts data, design guides, and other information to customers in its targeted industries. Both segments
primarily derive their revenue from subscriptions.

     Information as to the operations of our two segments is set forth below based on the nature of the offerings. Our Chief Executive Officer
and his direct reports represent our chief operating decision maker, and they evaluate segment performance based primarily on revenue and
operating profit. The accounting policies of our segments are the same as those described in the summary of significant accounting policies (see
Note 1).

     No single customer accounted for 10% or more of our total revenue for 2002, 2003, or 2004. There are no intersegment revenues for any
period presented.

    As shown below, certain corporate transactions are not allocated to the reportable segments. Amounts not allocated include compensation
expense related to equity awards, net periodic pension and post-retirement benefits income, corporate-level impairments, gain on sales of
corporate assets, and gain on sale of investment in affiliate.

                                                                                          Segment                 Amounts not                  Consolidated
                                                    Energy           Engineering           Totals                  Allocated                      Total

                                                                                          (In thousands)


2002
Revenue                                        $      147,291    $         191,620    $      338,911         $                  —          $          338,911
Segment operating income                               30,520               22,344            52,864                         4,254                     57,118
Depreciation and amortization                           3,290                4,853             8,143                         1,209                      9,352
Assets                                                198,989              185,941           384,930                       196,361                    581,291



                                                                        F-31
2003
Revenue                                         $       156,151       $            189,689     $         345,840        $                —      $          345,840
Segment operating income                                 29,541                     28,190                57,731                      8,558                 66,289
Depreciation and amortization                             3,841                      3,886                 7,727                      1,216                  8,943
Assets                                                  229,211                    192,258               421,469                    198,644                620,113

2004
Revenue                                         $       186,374       $            208,177     $         394,551        $                — $               394,551
Segment operating income                                 32,311                     32,983                65,294                    (15,601 )               49,693
Depreciation and amortization                             5,424                      3,772                 9,196                        946                 10,142
Assets                                                  307,366                    224,059               531,425                    221,219                752,644

      The following is a schedule of revenue by major product and service:

                                                                                             2002                    2003           2004

                                                                                                             (In thousands)


Critical information                                                                  $       268,508       $        275,097   $     308,484
Decision-support tools                                                                         37,705                 38,292          44,810
Services                                                                                       32,698                 32,451          41,257

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

      The following is a schedule of revenue and long-lived assets by geographic location:

                                                               2002                                       2003                                  2004

                                                                      Long-lived                                 Long-lived                            Long-lived
                                                    Revenues            assets               Revenues              assets            Revenues            assets

                                                                                                    (In thousands)


United States                               $          185,332 $          127,808 $             180,307 $               160,038 $       196,672 $          218,653
United Kingdom                                          68,039             10,276                68,541                  21,314          84,407             33,763
Canada                                                  29,366             42,733                32,798                  53,010          41,747             73,176
Switzerland                                             30,840             24,264                30,757                  38,050          33,644             42,134
Rest of world                                           25,334              5,476                33,437                   9,941          38,081             10,566

Total                                       $          338,911 $          210,557 $             345,840 $               282,353 $       394,551 $          378,292

     Revenue by geographic area is generally based on the location of our subsidiary that receives credit for the sale (which may not
correspond to either the billing address of the customer to which it was shipped or the foreign currency in which it was billed). Long-lived
assets include property and equipment, net; intangible assets, net; and goodwill.

19.     Reorganization and Recapitalization

    Until November 9, 2004, Holland America Investment Corporation (HAIC U.S.), a Delaware corporation, was a wholly owned subsidiary
of NV H.A.I.C. HAIC U.S. owned all of our outstanding stock. Effective November 9, 2004, HAIC U.S. became a wholly owned subsidiary of
Urpasis Investments Limited and Urvanos Investments Limited, Cyprus limited liability companies.

     On November 10, 2004, we changed our capitalization to 80,000 shares of Class A common stock, 13,750 shares of Class B common
stock, and 1,000 shares of Class C common stock.

                                                                            F-32
     On November 12, 2004, HAIC U.S. contributed substantially all of its assets to us in exchange for our new common stock. Subsequently,
HAIC U.S. liquidated by distributing its assets, comprised principally of our new common stock, to Urpasis Investments Limited and Urvanos
Investments Limited.

   On November 19, 2004, we changed our capitalization to 80,000,000 shares of Class A common stock, 13,750,000 shares of Class B
common stock and 1,000 Shares of Class C common stock.

      On December 13, 2004, we changed our name from IHS Group Inc. to IHS Inc.

20.   Earnings per Common Share

      Earnings per common share (EPS) is computed in accordance with SFAS No. 128, Earnings Per Share . Basic EPS is computed by
dividing net income by the weighted average number of common share outstanding during the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common shares.

     Our authorized capital stock consists of 80,000,000 shares of Class A common stock, 13,750,000 shares of Class B common stock and
1,000 shares of Class C common stock. These classes have equal dividend rights and liquidation rights. However, the holders of our Class A
common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes per share on all matters to be
voted upon by the stockholders. Each share of Class B common stock is convertible at any time at the option of the holder into one share of
Class A common stock and will automatically convert, without any action by the holder, upon the earlier of the occurrence of specified events
or four years from the date of our initial public offering. The calculation of weighted-average common shares outstanding aggregates both
classes of common stock.

    The computations of the basic and diluted EPS amounts are as follows for the years ended November 30 (in thousands, except per share
amounts):

                                                                                   2002           2003            2004

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

Weighted average common shares outstanding:
   Basic and diluted                                                                      1              1          1,806

Earnings per common share:
    Basic and diluted                                                          $    29,928    $     42,563   $           34

                                                                     F-33
      No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus.
You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its
date.


                                                               TABLE OF CONTENTS

                                                                                                                                                  Page

Prospectus Summary                                                                                                                                     1
Risk Factors                                                                                                                                          11
Special Note Regarding Forward-Looking Statements                                                                                                     18
Use of Proceeds                                                                                                                                       19
Dividend Policy                                                                                                                                       19
Capitalization                                                                                                                                        20
Dilution                                                                                                                                              21
Selected Historical Consolidated Financial Data                                                                                                       22
Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                 24
Business                                                                                                                                              41
Management                                                                                                                                            55
Principal and Selling Stockholders                                                                                                                    84
Certain Relationships and Related Transactions                                                                                                        86
Description of Capital Stock                                                                                                                          89
Shares Eligible for Future Sale                                                                                                                       98
Material United States Federal Tax Considerations for Non-U.S. Holders of Common Stock                                                               101
Underwriting                                                                                                                                         103
Validity of Class A Common Stock                                                                                                                     106
Experts                                                                                                                                              106
Where You Can Find More Information                                                                                                                  106
Index to Consolidated Financial Statements                                                                                                           F-1


      Through and including            , 2005 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a
prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

                                                                                Shares

                                                                   IHS Inc.
                                                           Class A Common Stock

                                                                PROSPECTUS

                                                            Joint Book-Running Managers

                                                           Goldman, Sachs & Co.
                                                                     Citigroup
                                                                 Joint Lead Manager

                                                                Morgan Stanley
 UBS Investment Bank
KeyBanc Capital Markets
        Piper Jaffray
Representatives of the Underwriters
                                                                    Part II
                                                    Information Not Required in Prospectus

Item 13.   Other Expenses of Issuance and Distribution.

                                                                                                             Amount

                           SEC registration fee                                                          $         41,195
                           NASD filing fee                                                                         35,500
                           New York Stock Exchange listing fee                                                          *
                           Printing and engraving expenses                                                              *
                           Legal fees and expenses                                                                      *
                           Accounting fees and expenses                                                                 *
                           Blue Sky fees and expenses                                                                   *
                           Transfer agent and registrar fees                                                            *
                           Miscellaneous                                                                                *

                           Total                                                                         $               *

*
       To be provided by amendment.

        Each of the amounts set forth above, other than the SEC registration fee, the NASD filing fee and the New York Stock Exchange listing
fee, is an estimate. These expenses will be borne by the Registrant.

Item 14.   Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person
is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General
Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant's amended and restated certificate of
incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the
Delaware General Corporation Law.

       The Registrant intends to enter into indemnification agreements with each of its current and future directors to provide such directors
with contractual assurances regarding the scope of indemnification set forth in the Registrant's amended and restated certificate of
incorporation, and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director,
officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that
may result in claims for indemnification.

      Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's Certificate of Incorporation provides for such limitation of liability.

                                                                         II-1
       The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss
rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be
made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

     The proposed form of Underwriting Agreement will provide for indemnification of directors and officers of the Registrant by the
underwriters against certain liabilities.

Item 15.      Recent Sales of Unregistered Securities.

         Since October 2004, the Registrant issued the following securities:

     •
               1,286,667 restricted shares of Class A common stock and deferred stock units representing 1,301,801 shares of Class A common
               stock to certain employees pursuant to the Offers Under the Non-Qualified Stock Option Plan and the 2002 Non-Qualified Stock
               Option Plan of IHS Group Inc.; and

     •
               636,667, 59,500, and 94,667 restricted shares of Class A common stock to certain senior executives, non-employee directors, and
               newly hired employees, respectively, pursuant to the Registrant's 2004 Long-Term Incentive Plan.



      The issuances of the securities described in the transactions above were deemed to be exempt from registration under the Securities Act
of 1933 in reliance on Rule 701 promulgated under the Securities Act as transactions pursuant to a compensatory benefit plan or a written
contract related to compensation.

Item 16.      Exhibits and Financial Statement Schedules.

     (a)
               The following exhibits are filed as part of this Registration Statement:


   Exhibit
   Number                                                                        Description

              1*     Form of Underwriting Agreement

            3.1*     Amended and Restated Certificate of Incorporation

            3.2*     Amended and Restated By-Laws

            4.1*     Form of Class A Common Stock Certificate

            4.2*     Registration Rights Agreement among IHS Inc. and Urvanos Investments Limited and Urpasis Investments Limited

            4.3*     Rights Agreement dated as of              , 2005 between IHS Inc. and           , as Rights Agent.

              5*     Opinion of Davis Polk & Wardwell

           10.1†     Amended and Restated Credit Agreement among IHS Inc., Information Handling Services Group Inc., Information
                     Handling Services Inc., IHS Energy Group Inc., IHS Engineering Group UK Ltd., Petroconsultants S.A., KeyBank National
                     Association, U.S. Bank National Association, Wells Fargo Bank, National Association, and the other lenders party thereto,
                     dated as of January 7, 2005

          10.2**     Employment Agreement by and between IHS Inc. and Charles A. Picasso, dated as of October 15, 2004

          10.3**     Employment Agreement by and between IHS Inc. and Stephen Green, dated as of November 1, 2004


                                                                          II-2
      10.4**     Employment Agreement by and between IHS Inc. and Michael J. Sullivan, dated as of November 1, 2004

      10.5**     Employment Agreement by and between IHS Inc. and H. John Oechsle, dated as of November 1, 2004

      10.6**     Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc., dated as of
                 August 4, 2004

      10.7**     Amendment to Termination Agreement by and between Robert R. Carpenter and Information Handling Services Group Inc.,
                 dated as of November 29, 2004

      10.8**     Termination Agreement and General Release and Waiver of Claims by and between Randolph A. Weil and Information
                 Handling Services Group Inc., dated as of November 5, 2004

      10.9**     IHS Inc. 2004 Long-Term Incentive Plan

     10.10**     IHS Inc. 2004 Directors Stock Plan

     10.11**     IHS Inc. 2004 Long-Term Incentive Plan, Form of 2004 Restricted Stock Award

     10.12**     IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Charles A. Picasso, dated as of December 23,
                 2004

     10.13**     IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Jerre L. Stead, dated as of December 23, 2004

     10.14**     IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for H. John Oechsle, dated as of December 23,
                 2004

     10.15**     Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option
                 Plan of IHS Group Inc., dated as of November 22, 2004 (for senior executives)

     10.16**     Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002 Non-Qualified Stock Option
                 Plan of IHS Group Inc., dated as of November 22, 2004 (for directors and other employees)

     10.17**     IHS Supplemental Income Plan

     10.18**     Summary sheet for nonemployee director compensation

      10.19*     Form of indemnification agreement

      10.20†     IHS Executive Relocation Policy (2004)

      10.21†     Letter to Charles Picasso regarding IHS' Cherry Creek Country Club membership, dated January 26, 2005

         21†     List of Subsidiaries of the Registrant

       23.1†     Consent of Ernst & Young LLP

       23.2*     Consent of Davis Polk & Wardwell (included in Exhibit 5)

       24**      Power of Attorney (previously included on signature page to this Registration Statement)


*
      To be filed by amendment.

**
      Previously filed.

                                                                   II-3
†
       Filed herewith.


       (b)
                 Financial Statement Schedules

       All schedules for the Registrant have been omitted since the required information is not present or because the information is included in
the financial statements or notes thereto.

Item 17.     Undertakings

      The undersigned hereby undertakes:

          (a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting
     agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to
     each purchaser.

           (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the
     registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
     than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the
     successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
     securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as
     expressed in the Securities Act and will be governed by the final adjudication of such issue.

             (c) The undersigned registrant hereby undertakes that:

                (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of
           prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
           Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration
           Statement as of the time it was declared effective.

                 (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains
           a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of
           such securities at that time shall be deemed to be the initial bona fide offering thereof.

                                                                        II-4
                                                                SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to its
Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on the 18th day of March 2005.

                                                            IHS INC.

                                                            By: /s/ CHARLES A. PICASSO

                                                                  Name: Charles A. Picasso
                                                                  Title: President and Chief Executive Officer

                                                                     II-5
      Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form S-1
has been signed by the following persons in the capacities indicated on the 18th day of March 2005.

                              Signature                                                                   Title



                                 *                                        President and Chief Executive Officer (Principal Executive Officer)

                        Charles A. Picasso

                                 *                                        Senior Vice President and Chief Financial Officer (Principal
                                                                          Financial and Accounting Officer)
                        Michael J. Sullivan

                                 *                                        Chairman of the Board

                          Jerre L. Stead

                                 *                                        Director

                      C. Michael Armstrong

                                 *                                        Director

                         Roger Holtback

                                 *                                        Director

                       Balakrishnan S. Iyer

                                 *                                        Director

                          Michael Klein

                                 *                                        Director

                        Richard W. Roedel

                                 *                                        Director

                         Michael v. Staudt

*By:       /s/ STEPHEN GREEN

           Stephen Green
           Attorney-in-Fact

                                                                   II-6
                                                           EXHIBIT INDEX

Exhibit
Number                                                Description

      1*    Form of Underwriting Agreement

     3.1*   Amended and Restated Certificate of Incorporation

     3.2*   Amended and Restated By-Laws

     4.1*   Form of Class A Common Stock Certificate

     4.2*   Registration Rights Agreement among IHS Inc. and Urvanos Investments Limited and Urpasis
            Investments Limited

     4.3*   Rights Agreement dated as of            , 2005 between IHS Inc. and             as Rights
            Agent.

      5*    Opinion of Davis Polk & Wardwell

    10.1†   Amended and Restated Credit Agreement among IHS Inc., Information Handling Services
            Group Inc., Information Handling Services Inc., IHS Energy Group Inc., IHS Engineering
            Group UK Ltd., Petroconsultants S.A., KeyBank National Association, U.S. Bank National
            Association, Wells Fargo Bank, National Association, and the other lenders party thereto, dated
            as of January 7, 2005

   10.2**   Employment Agreement by and between IHS Inc. and Charles A. Picasso, dated as of October
            15, 2004

   10.3**   Employment Agreement by and between IHS Inc. and Stephen Green, dated as of November 1,
            2004

   10.4**   Employment Agreement by and between IHS Inc. and Michael J. Sullivan, dated as of
            November 1, 2004

   10.5**   Employment Agreement by and between IHS Inc. and H. John Oechsle, dated as of November
            1, 2004

   10.6**   Termination Agreement by and between Robert R. Carpenter and Information Handling Services
            Group Inc., dated as of August 4, 2004

   10.7**   Amendment to Termination Agreement by and between Robert R. Carpenter and Information
            Handling Services Group Inc., dated as of November 29, 2004

   10.8**   Termination Agreement and General Release and Waiver of Claims by and between Randolph
            A. Weil and Information Handling Services Group Inc., dated as of November 5, 2004

   10.9**   IHS Inc. 2004 Long-Term Incentive Plan

  10.10**   IHS Inc. 2004 Directors Stock Plan

  10.11**   IHS Inc. 2004 Long-Term Incentive Plan, Form of 2004 Restricted Stock Award

  10.12**   IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Charles A. Picasso,
            dated as of December 23, 2004

  10.13**   IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for Jerre L. Stead, dated
            as of December 23, 2004

  10.14**   IHS Inc. 2004 Long-Term Incentive Plan, 2004 Restricted Stock Award for H. John Oechsle,
          dated as of December 23, 2004

10.15**   Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002
          Non-Qualified Stock Option Plan of IHS Group Inc., dated as of November 22, 2004 (for senior
          executives)
     10.16**   Offer Under the Non-Qualified Stock Option Plan (Effective December 1, 1998) and the 2002
               Non-Qualified Stock Option Plan of IHS Group Inc., dated as of November 22, 2004 (for
               directors and other employees)

     10.17**   IHS Supplemental Income Plan

     10.18**   Summary sheet for nonemployee director compensation

      10.19*   Form of indemnification agreement

      10.20†   IHS Executive Relocation Policy (2004)

      10.21†   Letter to Charles Picasso regarding IHS' Cherry Creek Country Club membership, dated
               January 26, 2005

        21†    List of Subsidiaries of the Registrant

       23.1†   Consent of Ernst & Young LLP

       23.2*   Consent of Davis Polk & Wardwell (included in Exhibit 5)

       24**    Power of Attorney (previously included on signature page to this Registration Statement)


*
        To be filed by amendment.

**
        Previously filed.

†
        Filed herewith.
QuickLinks

 PROSPECTUS SUMMARY
Our Company
Our Competitive Strengths
Our Growth Strategy
Ownership Structure
Risk Factors
Company Information
 The Offering
 Summary Consolidated Financial Data
 RISK FACTORS
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 USE OF PROCEEDS
DIVIDEND POLICY
 CAPITALIZATION
 DILUTION
 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 BUSINESS
 MANAGEMENT
 SUMMARY COMPENSATION TABLE
OPTION GRANTS IN LAST YEAR (2004)
AGGREGATED OPTION EXERCISES IN LAST YEAR (2004) AND YEAR-END OPTION VALUES
 PENSION PLAN TABLE
 PRINCIPAL AND SELLING STOCKHOLDERS
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 DESCRIPTION OF CAPITAL STOCK
 SHARES ELIGIBLE FOR FUTURE SALE
 MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK
 UNDERWRITING
Paid by IHS
Paid by the Selling Stockholders
VALIDITY OF CLASS A COMMON STOCK
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
 IHS INC. CONSOLIDATED BALANCE SHEETS
 IHS INC. CONSOLIDATED STATEMENTS OF OPERATIONS
 IHS INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 IHS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS
 IHS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Part II Information Not Required in Prospectus
 SIGNATURES
 EXHIBIT INDEX
                                                               Exhibit 10.1


               AMENDED AND RESTATED
                 CREDIT AGREEMENT


                          among


                 IHS INC.,
 INFORMATION HANDLING SERVICES GROUP INC.,
    INFORMATION HANDLING SERVICES INC.,
          IHS ENERGY GROUP INC.

                            and

    THE FOREIGN BORROWERS NAMED HEREIN,
                 as Borrowers,


            THE LENDERS NAMED HEREIN,
                    as Lenders,


                            and


         KEYBANK NATIONAL ASSOCIATION,
as Lead Arranger, Sole Book Runner and Administrative Agent,

         U.S. BANK NATIONAL ASSOCIATION,
               as Co-Documentation Agent,

                            and

  WELLS FARGO BANK, NATIONAL ASSOCIATION,
           as Co-Documentation Agent


                        dated as of
                      January 6, 2005
                                                       TABLE OF CONTENTS

ARTICLE I. DEFINITIONS
 Section 1.1. Definitions
 Section 1.2. Accounting Terms
 Section 1.3. Terms Generally

ARTICLE II. AMOUNT AND TERMS OF CREDIT
 Section 2.1. Amount and Nature of Credit
 Section 2.2. Revolving Credit
 Section 2.3. Interest
 Section 2.4. Evidence of Indebtedness
 Section 2.5. Notice of Credit Event; Funding of Loans
 Section 2.6. Payment on Loans and Other Obligations
 Section 2.7. Prepayment
 Section 2.8. Facility and Other Fees
 Section 2.9. Modifications to Commitment
 Section 2.10. Computation of Interest and Fees
 Section 2.11. Mandatory Payment
 Section 2.12. Liability of Borrowers
 Section 2.13. Addition of Foreign Borrowers or Foreign Guarantors
 Section 2.14. Extension of Commitment

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO LIBOR FIXED RATE LOANS; INCREASED CAPITAL; TAXES
 Section 3.1. Requirements of Law
 Section 3.2. Taxes
 Section 3.3. Funding Losses
 Section 3.4. Eurodollar Rate or Alternate Currency Rate Lending Unlawful; Inability to Determine Rate

ARTICLE IV. CONDITIONS PRECEDENT
 Section 4.1. Conditions to Each Credit Event
 Section 4.2. Conditions to the First Credit Event
 Section 4.3. Post-Closing Conditions

ARTICLE V. COVENANTS
 Section 5.1. Insurance
 Section 5.2. Money Obligations
 Section 5.3. Financial Statements and Information
 Section 5.4. Financial Records
 Section 5.5. Franchises; Change in Business
 Section 5.6. ERISA Compliance
 Section 5.7. Financial Covenants

                                                                     i
  Section 5.8. Borrowing
  Section 5.9. Liens
  Section 5.10. Regulations T, U and X
  Section 5.11. Investments, Loans and Guaranties
  Section 5.12. Merger and Sale of Assets
  Section 5.13. Acquisitions
  Section 5.14. Notice
  Section 5.15. Environmental Compliance
  Section 5.16. Affiliate Transactions
  Section 5.17. Use of Proceeds
  Section 5.18. Corporate Names
  Section 5.19. Restricted Payments
  Section 5.20. Subsidiary Guaranties
  Section 5.21. Restrictive Agreements
  Section 5.22. Amendment of Organizational Documents
  Section 5.23. Negative Pledge on IHS Stock

ARTICLE VI. REPRESENTATIONS AND WARRANTIES
 Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification
 Section 6.2. Corporate Authority
 Section 6.3. Compliance with Laws and Contracts
 Section 6.4. Litigation and Administrative Proceedings
 Section 6.5. Title to Assets
 Section 6.6. Liens and Security Interests
 Section 6.7. Tax Returns
 Section 6.8. Environmental Laws
 Section 6.9. Continued Business
 Section 6.10. Employee Benefits Plans
 Section 6.11. Consents or Approvals
 Section 6.12. Solvency
 Section 6.13. Financial Statements
 Section 6.14. Regulations
 Section 6.15. Material Agreements
 Section 6.16. Intellectual Property
 Section 6.17. Insurance
 Section 6.18. Accurate and Complete Statements
 Section 6.19. Investment Company; Holding Company
 Section 6.20. Defaults

ARTICLE VII. EVENTS OF DEFAULT
 Section 7.1. Payments
 Section 7.2. Special Covenants
 Section 7.3. Other Covenants

                                                                     ii
  Section 7.4. Representations and Warranties
  Section 7.5. Cross Default
  Section 7.6. ERISA Default
  Section 7.7. Change in Control
  Section 7.8. Money Judgment
  Section 7.9. Material Adverse Change
  Section 7.10. Validity of Loan Documents
  Section 7.11. Discontinue Business
  Section 7.12. Solvency of Certain Companies
  Section 7.13. Solvency

ARTICLE VIII. REMEDIES UPON DEFAULT
 Section 8.1. Optional Defaults
 Section 8.2. Automatic Defaults
 Section 8.3. Letters of Credit
 Section 8.4. Offsets
 Section 8.5. Equalization Provision
 Section 8.6. Other Remedies

ARTICLE IX. THE AGENT
 Section 9.1. Appointment and Authorization
 Section 9.2. Note Holders
 Section 9.3. Consultation With Counsel
 Section 9.4. Documents
 Section 9.5. Agent and Affiliates
 Section 9.6. Knowledge of Default
 Section 9.7. Action by Agent
 Section 9.8. Notice of Default
 Section 9.9. Release of Guarantor of Payment
 Section 9.10. Indemnification of Agent
 Section 9.11. Successor Agent
 Section 9.12. Other Agents

ARTICLE X. MISCELLANEOUS
 Section 10.1. Lenders’ Independent Investigation
 Section 10.2. No Waiver; Cumulative Remedies
 Section 10.3. Amendments, Consents
 Section 10.4. Notices
 Section 10.5. Costs, Expenses and Taxes
 Section 10.6. Indemnification
 Section 10.7. Obligations Several; No Fiduciary Obligations
 Section 10.8. Execution in Counterparts
 Section 10.9. Binding Effect; Borrowers’ Assignment

                                                               iii
  Section 10.10. Lender Assignments
  Section 10.11. Sale of Participations
  Section 10.12. Patriot Act Notice
  Section 10.13. Severability of Provisions; Captions; Attachments
  Section 10.14. Entire Agreement
  Section 10.15. Legal Representation of Parties
  Section 10.16. Currency
  Section 10.17. Governing Law; Submission to Jurisdiction
  Section 10.18. Jury Trial Waiver

Exhibit A          Form of U.S. Borrower Revolving Credit Note
Exhibit B          Form of Foreign Borrower Revolving Credit Note
Exhibit C          Form of Swing Line Note
Exhibit D          Form of Notice of Loan
Exhibit E          Form of Compliance Certificate
Exhibit F          Form of Assignment and Acceptance Agreement
Exhibit G          Form of Foreign Borrower Assumption Agreement
Exhibit H          Form of Request for Extension

Schedule 1         Commitment of Lenders
Schedule 2         Foreign Borrowers
Schedule 2.2       Existing Letters of Credit
Schedule 3         Guarantors of Payment
Schedule 4         Additional Foreign Borrower Maximum Amount
Schedule 5.8       Indebtedness
Schedule 5.9       Liens
Schedule 5.11      Foreign Subsidiary Loans and Investments
Schedule 5.12      Disposition of Assets
Schedule 5.20      Joint Venture Subsidiaries
Schedule 6.1       Corporate Existence; Subsidiaries
Schedule 6.4       Litigation and Administrative Proceedings
Schedule 6.8       Environmental Litigation
Schedule 6.10      Employee Benefit Plans
Schedule 6.15      Material Agreements
Schedule 6.17      Insurance

                                                                     iv
        This AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise
modified, this “Agreement”) is made effective as of the 6 thday of January, 2005, among:

         (a)       IHS INC., formerly known as IHS Group Inc. and HAIC Inc., a Delaware corporation (“IHS”);

         (b)       INFORMATION HANDLING SERVICES GROUP INC., a Delaware corporation (“IHS Group”);

         (c)       INFORMATION HANDLING SERVICES INC., a Delaware corporation (“IHS Services”);

         (d)       IHS ENERGY GROUP INC., a Delaware corporation (“IHS Energy” and, together with IHS, IHS Group and IHS Services,
collectively, “US Borrowers” and, individually, each a “US Borrower”);

          (e)       each Foreign Borrower, as hereinafter defined (each such Foreign Borrower, together with each US Borrower shall be
referred to herein, collectively, as “Borrowers” and, individually, each a “Borrower”);

         (f)        the lenders listed on Schedule 1 hereto and each other Eligible Transferee, as hereinafter defined, that becomes a party
hereto pursuant to Section 2.9(b) or 10.10 hereof (collectively, the “Lenders” and, individually, each a “Lender”);

         (g)      KEYBANK NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent for the Lenders
under this Agreement (“Agent”);

         (h)       U.S. BANK NATIONAL ASSOCIATION, as co-documentation agent (“Co-Documentation Agent”); and

         (i)       WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agent (“Co-Documentation Agent”).

                                                                WITNESSETH:

        WHEREAS, IHS Group, IHS Services, IHS Energy, each of the foreign borrowers named therein, the lenders named therein and Key
Corporate Capital Inc. entered into that certain Credit Agreement, dated as of October 22, 2002 (as amended, the “Original Credit
Agreement”);

          WHEREAS, Key Corporate Capital Inc. has assigned all of its rights and obligations as agent under the Original Credit Agreement
and all related documentation to KeyBank National Association, as agent, and all of its rights and obligations as a Lender under the Original
Credit Agreement to KeyBank National Association, as a lender;
         WHEREAS, this Agreement amends and restates in its entirety the Original Credit Agreement and, upon the effectiveness of this
Agreement, on the Closing Date, the terms and provisions of the Original Credit Agreement shall be superseded hereby. All references to
“Credit Agreement” contained in the Loan Documents, as defined in the Original Credit Agreement, delivered in connection with the Original
Credit Agreement shall be deemed to refer to this Agreement. Notwithstanding the amendment and restatement of the Original Credit
Agreement by this Agreement, the Debt outstanding under the Original Credit Agreement as of the Closing Date shall remain outstanding and
constitute Obligations hereunder. Such outstanding Obligations and the guaranties of payment thereof shall in all respects be continuing, and
this Agreement shall not be deemed to evidence or result in a novation or repayment and re-borrowing of such Obligations. In furtherance of
and, without limiting the foregoing, from and after the Closing Date and except as expressly specified herein, the terms, conditions, and
covenants governing the Indebtedness outstanding under the Original Credit Agreement shall be solely as set forth in this Agreement, which
shall supersede the Original Credit Agreement in its entirety; and

         WHEREAS, Borrowers, Agent and the Lenders desire to contract for the establishment of credits in the aggregate principal amounts
hereinafter set forth, to be made available to Borrowers upon the terms and subject to the conditions hereinafter set forth;

         NOW, THEREFORE, it is mutually agreed as follows:

                                                            ARTICLE I. DEFINITIONS

         Section 1.1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

         “Acquisition” shall mean any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a)
the acquisition of all or substantially all of the assets of any Person (other than a Company), or any business or division of any Person (other
than a Company), (b) the acquisition of in excess of fifty percent (50%) of the stock (or other equity interest) of any Person (other than a
Company), or (c) the acquisition of another Person (other than a Company) by a merger, amalgamation or consolidation or any other
combination with such Person.

         “Additional Commitment” shall mean that term as defined in Section 2.9(b) hereof.

         “Additional Foreign Borrower Maximum Amount” shall mean that term as defined in Section 2.13(a) hereof.

         “Additional Foreign Guarantor Maximum Amount” shall mean that term as defined in Section 2.13(b) hereof.

         “Additional Lender” shall mean an Eligible Transferee that shall become a Lender during the Commitment Increase Period pursuant to
Section 2.9(b) hereof.

                                                                          2
          “Additional Lender Assumption Agreement” shall mean an additional lender assumption agreement, in form and substance
satisfactory to Agent, wherein an Additional Lender shall become a Lender.

         “Additional Lender Assumption Effective Date” shall mean that term as defined in Section 2.9(b) hereof.

         “Administrative Borrower” shall mean IHS.

         “Advantage” shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or
otherwise) received by any Lender in respect of the Obligations, if such payment results in that Lender having less than its pro rata share (based
upon its Commitment Percentage) of the Obligations then outstanding.

         “Affiliate” shall mean any Person, directly or indirectly, controlling, controlled by or under common control with a Company and
“control” (including the correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) shall mean the
power, directly or indirectly, to direct or cause the direction of the management and policies of a Company, whether through the ownership of
voting securities, by contract or otherwise.

        “Agent Fee Letter” shall mean the Agent Fee Letter among US Borrowers and Agent, dated as of the Closing Date, as the same may
from time to time be amended, restated or otherwise modified.

        “Alternate Currency” shall mean Euros, Pounds Sterling, Swiss Francs, Canadian Dollars, Japanese Yen or any other currency, other
than Dollars, agreed to by Agent that shall be freely transferable and convertible into Dollars.

         “Alternate Currency Exposure” shall mean, at any time and without duplication, the sum of the Dollar Equivalent of (a) the aggregate
principal amount of Alternate Currency Loans outstanding, and (b) the Letter of Credit Exposure that is denominated in one or more Alternate
Currencies.

        “Alternate Currency Loan” shall mean a Loan described in Section 2.2 hereof that shall be denominated in an Alternate Currency and
on which Borrowers shall pay interest at a rate based upon the Alternate Currency Rate applicable to such Alternate Currency.

         “Alternate Currency Maximum Amount” shall mean Fifty Million Dollars ($50,000,000).

         “Alternate Currency Rate” shall mean, with respect to an Alternate Currency Loan, for any Interest Period, a rate per annum equal to
the quotient obtained (rounded upwards, if necessary, to the nearest 1/16 thof 1%) by dividing (a) the rate of interest, determined by Agent in
accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London
time) three Business Days prior to the beginning of such Interest Period pertaining to such Alternate Currency Loan, as listed on British
Bankers

                                                                        3
Association Interest Rate LIBOR 01 or 02 as provided by Reuters (or, if for any reason such rate is unavailable from Reuters, from any other
similar company or service that provides rate quotations comparable to those currently provided by Reuters) as the rate in the London interbank
market for deposits in the relevant Alternate Currency in immediately available funds with a maturity comparable to such Interest Period,
provided that, in the event that such rate quotation is not available for any reason, then the Alternate Currency Rate shall be the average
(rounded upward to the nearest 1/16 th of 1%) of the per annum rates at which deposits in immediately available funds in the relevant Alternate
Currency for the relevant Interest Period and in the amount of the Alternate Currency Loan to be disbursed or to remain outstanding during
such Interest Period, as the case may be, are offered to Agent (or an affiliate of Agent, in Agent’s discretion) by prime banks in any Alternate
Currency market reasonably selected by Agent, determined as of 11:00 A.M. (London time) (or as soon thereafter as practicable), three
Business Days prior to the beginning of the relevant Interest Period pertaining to such Alternate Currency Loan hereunder; by (b) 1.00 minus
the Reserve Percentage.

         “Applicable Facility Fee Rate” shall mean:

                  (a)       for the period from the Closing Date through February 28, 2005, fifteen (15.00) basis points; and

                  (b)        commencing with the Consolidated financial statements of IHS for the fiscal quarter ending November 30, 2004,
         the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio, shall be
         used to establish the number of basis points that will go into effect on March 1, 2005 and thereafter:

Leverage Ratio                                                                                        Applicable Facility Fee Rate
Greater than or equal to 1.00 to 1.00                                                                    25.00 basis points
Less than 1.00 to 1.00                                                                                   15.00 basis points

After March 1, 2005, changes to the Applicable Facility Fee Rate shall be effective on the first day of each month following the date upon
which Agent should have received, pursuant to Section 5.3(a) or (b) hereof, the financial statements of the Companies. The above matrix does
not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or
the rights and remedies of Agent and the Lenders pursuant to Articles VII and VIII hereof.

         “Applicable Margin” shall mean:

                  (a)       for the period from the Closing Date through February 28, 2005, seventy-five (75.00) basis points; and

                 (b)        commencing with the Consolidated financial statements of IHS for the fiscal quarter ending November 30, 2004,
         the number of basis points set forth in the following matrix, based upon the result of the computation of the Leverage Ratio, shall

                                                                        4
         be used to establish the number of basis points that will go into effect on March 1, 2005 and thereafter:

         Leverage Ratio                                                                                   Applicable Margin
         Greater than or equal to 2.00 to 1.00                                                           160.00 basis points
         Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00                                137.50 basis points
         Greater than or equal to 1.00 to 1.00 but less than 1.50 to 1.00                                125.00 basis points
         Greater than or equal to .50 to 1.00 but less than 1.00 to 1.00                                 100.00 basis points
         Less than .50 to 1.00                                                                            75.00 basis points

After March 1, 2005, changes to the Applicable Margin shall be effective on the first day of each month following the date upon which Agent
should have received, pursuant to Section 5.3(a) or (b) hereof, the financial statements of the Companies. The above matrix does not modify or
waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or the rights and
remedies of Agent and the Lenders pursuant to Articles VII and VIII hereof.

         “Assignment Agreement” shall mean an Assignment and Acceptance Agreement in the form of the attached Exhibit F .

         “Authorized Officer” shall mean a Financial Officer or other individual authorized by a Financial Officer in writing (with a copy to
Agent) to handle certain administrative matters in connection with this Agreement.

         “Base Rate” shall mean a rate per annum equal to the greater of (a) the Prime Rate or (b) one-half of one percent (.50%) in excess of
the Federal Funds Effective Rate. Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate.

       “Base Rate Loan” shall mean a Revolving Loan described in Section 2.2(a) hereof, that shall be denominated in Dollars and on which
Borrowers shall pay interest at a rate based on the Base Rate.

         “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which national banks are authorized or required to
close, and, if the applicable Business Day relates to a Eurodollar Loan, a day of the year on which dealings in deposits are carried on in the
London interbank Eurodollar market and, if the applicable Business Day relates to an Alternate Currency Loan, a day of the year on which
dealings in deposits are carried on in the relevant Alternate Currency.

        “Capital Distribution” shall mean a payment made, liability incurred or other consideration given by a Company to any Person that is
not a Company, for the purchase,

                                                                            5
acquisition, redemption, repurchase or retirement of any capital stock or other equity interest of such Company or as a dividend, return of
capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity
of such Company) in respect of such Company’s capital stock or other equity interest; provided, however, that Capital Distribution shall
exclude (a) the purchase of capital stock or other equity interest in order to effect, or as a negotiated provision with respect to, an Acquisition
and (b) the purchase (in an arms-length transaction for no greater than fair market value) by a Company of the minority interest of a Company
other than IHS.

         “Capitalized Lease Obligations” shall mean obligations of the Companies for the payment of rent for any real or personal property
under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for
purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

          “Change in Control” shall mean (a) at any time prior to the IHS IPO, if TBG Holdings N.V. and the Current Holder Group shall cease
to own, directly or indirectly, at least sixty six and two thirds percent (66 2/3%) of the record and beneficial ownership of IHS; (b) the
acquisition of, or, if earlier, the shareholder or director approval of the acquisition of, ownership or voting control, directly or indirectly,
beneficially or of record, on or after the Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the SEC under the
Securities Exchange Act of 1934, as then in effect), other than the Current Holder Group, of shares representing more than thirty-three percent
(33%) (or, after the IHS IPO, twenty-five percent (25%)) of the aggregate ordinary Voting Power represented by the issued and outstanding
capital stock of IHS; (c) if IHS shall cease to own, directly or indirectly, one hundred percent (100%) of the record an beneficial ownership of
each other Borrower; (d) the occupation of a majority of the seats (other than vacant seats) on the board of directors or other governing body of
IHS by Persons who were neither (i) nominated by the board of directors or other governing body of such Borrower nor (ii) appointed by
directors so nominated or elected by a majority of shareholders; or (e) the occurrence of a change in control, or other similar provision, as
defined in any Material Indebtedness Agreement.

         “Closing Commitment Amount” shall mean One Hundred Twenty-Five Million Dollars ($125,000,000).

         “Closing Date” shall mean the effective date of this Agreement as set forth in the first paragraph of this Agreement.

         “Closing Fee Letter” shall mean the Closing Fee Letter among US Borrowers and Agent, dated as of the Closing Date.

         “Code” shall mean the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

                                                                          6
          “Commitment” shall mean the obligation hereunder of the Lenders, during the Commitment Period, to make Loans and to participate
in the issuance of Letters of Credit pursuant to the Revolving Credit Commitments, up to the Total Commitment Amount.

      “Commitment Increase Period” shall mean the period from the Closing Date to the date that is three months prior to the last day of the
Commitment Period.

        “Commitment Percentage” shall mean, for each Lender, the percentage set forth opposite such Lender’s name under the column
headed “Commitment Percentage”, as listed in Schedule 1 hereto.

         “Commitment Period” shall mean the period from the Closing Date to January 5, 2010, or such earlier date on which the Commitment
shall have been terminated pursuant to Article VIII hereof.

         “Companies” shall mean all Borrowers and Subsidiaries.

         “Company” shall mean a Borrower or Subsidiary.

         “Compliance Certificate” shall mean a certificate in the form of the attached Exhibit E .

          “Confirmation of Guaranty of Payment” shall mean each Confirmation of Guaranty of Payment of Debt executed and delivered on or
after the Closing Date in connection with this Agreement by a Foreign Guarantor of Payment, as the same may from time to time be amended,
restated or otherwise modified.

         “Consolidated” shall mean the resultant consolidation of the financial statements of IHS and its Subsidiaries in accordance with
GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in
Section 6.13 hereof.

        “Consolidated Capital Expenditures” shall mean, for any period, the amount of capital expenditures of IHS, as determined on a
Consolidated basis and in accordance with GAAP.

         “Consolidated Depreciation and Amortization Charges” shall mean, for any period, the aggregate of all depreciation and amortization
charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of IHS for such period, as
determined on a Consolidated basis and in accordance with GAAP.

         “Consolidated EBITDA” shall mean, for any period, as determined on a Consolidated basis and in accordance with GAAP,
Consolidated Net Earnings for such period plus the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of
(a) Consolidated Interest Expense, (b) Consolidated Income Tax Expense, (c) Consolidated Depreciation and Amortization Charges, (d)
non-cash or cash non-recurring charges or expenses in connection with the buyout of stock options plan of IHS Group Inc. and in connection
with options, restricted stock or other equity level awards under any IHS incentive plan, and (e) (i)

                                                                        7
non-cash losses or charges (including charges incurred pursuant to the refinancing of the credit facility entered into in connection with the
Original Credit Agreement) that are unusual or non-recurring, minus (ii) extraordinary or unusual one time gains; provided that, for purposes of
calculating the Leverage Ratio and the Fixed Charge Coverage Ratio, a pro forma calculation of Consolidated EBITDA shall be made and
included in the calculation for Threshold EBITDA Acquisitions made during such period.

         “Consolidated Fixed Charges” shall mean, for any period, as determined on a Consolidated basis and in accordance with GAAP,
without duplication, the aggregate of (a) Consolidated Interest Expense (including, without limitation, the “imputed interest” portion of
Capitalized Lease Obligations, synthetic leases and asset securitizations, if any), (b) rent expenses, (c) Consolidated Income Tax Expense
(excluding any such Consolidated Income Tax Expense (i) associated with dividends of Extruded Metals preferred stock, or (ii) paid with
respect to extraordinary or unusual one time gains that were excluded from the calculation of Consolidated EBITDA) paid in cash (net of cash
tax refunds received, but in no event to exceed the Consolidated Income Tax Expense for such period), (d) current maturities of long term
Indebtedness (excluding the Loans), (e) Restricted Payments (excluding the dividend of the preferred stock of Extruded Metals and the
non-recurring cash charges in connection with the buyout of the stock and option plans of IHS Group Inc.), and (f) Consolidated Capital
Expenditures.

         “Consolidated Funded Indebtedness” shall mean, at any date, all Indebtedness (other than net obligations under any Hedge
Agreement), including, but not limited to, current, long-term and Subordinated Indebtedness, if any, of IHS, as determined on a Consolidated
basis and in accordance with GAAP.

          “Consolidated Income Tax Expense” shall mean, for any period, all provisions for taxes paid or payable based on the gross or net
income of IHS (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), and all franchise
taxes of IHS, as determined on a Consolidated basis and in accordance with GAAP.

        “Consolidated Interest Expense” shall mean, for any period, the interest expense of IHS for such period, as determined on a
Consolidated basis and in accordance with GAAP.

        “Consolidated Net Earnings” shall mean, for any period, the net income (loss) of IHS for such period, as determined on a
Consolidated basis and in accordance with GAAP.

         “Consolidated Net Worth” shall mean, at any date, the stockholders’ equity of IHS, determined as of such date on a Consolidated basis
and in accordance with GAAP.

          “Controlled Group” shall mean a Company and each Person required to be aggregated with a Company under Code Section 414(b),
(c), (m) or (o).

         “Credit Event” shall mean the making by the Lenders of a Loan, the conversion by the Lenders of a Base Rate Loan to a Eurodollar
Loan, the continuation by the Lenders of a

                                                                        8
Eurodollar Loan after the end of the applicable Interest Period, the making by the Swing Line Lender of a Swing Loan, or the issuance by the
Fronting Lender of a Letter of Credit.

         “Credit Party” shall mean each Borrower and any Subsidiary or other Affiliate that is a Guarantor of Payment.

         “Current Holder Group” shall mean (a) that certain trust that is the sole shareholder of TBG Holdings N.V. as of the Closing Date (the
“Trust”), and (b) other trusts whose beneficiary or beneficiaries are the beneficiaries (as of the Closing Date) of the Trust.

         “Default” shall mean an event or condition that constitutes, or with the lapse of any applicable grace period or the giving of notice or
both would constitute, an Event of Default, and that has not been waived by the Required Lenders (or, if applicable, all of the Lenders) in
writing.

         “Default Rate” shall mean (a) with respect to any Loan, a rate per annum equal to two percent (2%) in excess of the rate otherwise
applicable thereto, and (b) with respect to any other amount, if no rate is specified or available, a rate per annum equal to two percent (2%) in
excess of the Base Rate from time to time in effect.

         “Derived LIBOR Fixed Rate” shall mean (a) with respect to a Eurodollar Loan, a rate per annum equal to the sum of the Applicable
Margin (from time to time in effect) plus the Eurodollar Rate, and (b) with respect to an Alternate Currency Loan, a rate per annum equal to the
sum of the Applicable Margin (from time to time in effect) plus the Alternate Currency Rate applicable to the relevant Alternate Currency.

        “Derived Swing Loan Rate” shall mean a rate per annum equal to (a) Agent’s cost of funds as quoted to Administrative Borrower by
Agent and agreed to by Administrative Borrower, plus (b) the Applicable Margin (from time to time in effect).

         “Disposition” shall mean the lease, transfer or other disposition of assets (whether in one or more than one transaction) by a Company,
other than a sale, lease, transfer or other disposition made by a Company pursuant to Section 5.12 hereof or in the ordinary course of business.

         “Dollar” or the sign $ shall mean lawful money of the United States of America.

          “Dollar Equivalent” shall mean (a) with respect to an Alternate Currency Loan or Letter of Credit denominated in an Alternate
Currency, the Dollar equivalent of the amount of such Alternate Currency Loan or Letter of Credit determined by Agent on the basis of its spot
rate at approximately 11:00 A.M. London time on the date three Business Days before the date of such Alternate Currency Loan, for the
purchase of the relevant Alternate Currency with Dollars for delivery on the date of such Alternate Currency Loan or Letter of Credit, and (b)
with respect to any other amount, if such amount is denominated in Dollars, then such amount in Dollars and, otherwise the Dollar equivalent
of such amount, determined by Agent on the basis of its spot rate at approximately 11:00 A.M. London time on the date for which the Dollar
equivalent amount of such amount is being determined, for the purchase of the relevant Alternate Currency with

                                                                         9
Dollars for delivery on such date; provided, however, that, in calculating the Dollar Equivalent for purposes of determining (i) any Borrower’s
obligation to prepay Loans and Letters of Credit pursuant to Section 2.11 hereof, or (ii) any Borrower’s ability to request additional Loans or
Letters of Credit pursuant to the Commitment, Agent may, in its discretion, on any Business Day selected by Agent (prior to payment in full of
the Obligations), calculate the Dollar Equivalent of each such Loan or Letter of Credit. Agent shall notify Borrowers of the Dollar Equivalent
of such Alternate Currency Loan or any other amount, at the time that such Dollar Equivalent shall have been determined.

          “Domestic Guarantor of Payment” shall mean each of the Companies designated a “Domestic Guarantor of Payment” on Schedule 3
hereto, each of which is executing and delivering a Guaranty of Payment on the Closing Date, and any other Domestic Subsidiary that shall
deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

         “Domestic Subsidiary” shall mean a Subsidiary that is not a Foreign Subsidiary.

         “Dormant Subsidiary” shall mean a Company that (a) is not a Credit Party, (b) has aggregate assets of less than Fifty Thousand
Dollars ($50,000), and (c) has no direct or indirect Subsidiaries with aggregate assets for all such Subsidiaries of more than Fifty Thousand
Dollars ($50,000).

         “EBITDA” shall mean, for any period, in accordance with GAAP, the net earnings of a Company (without giving effect to
extraordinary losses or gains) for such period plus the aggregate amounts deducted in determining such net earnings in respect of (a) interest
expense of such Company, (b) income taxes of such Company and (c) the aggregate of all depreciation and amortization charges of such
Company.

          “Eligible Transferee” shall mean a commercial bank, financial institution or other “accredited investor” (as defined in SEC Regulation
D) that is not a Borrower, a Subsidiary or an Affiliate.

         “Environmental Laws” shall mean all provisions of law, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs,
injunctions, decrees, orders, awards and standards promulgated by a Governmental Authority concerning environmental health or safety and
protection of, or regulation of the discharge of substances into, the environment.

        “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations
promulgated pursuant thereto.

         “ERISA Event” shall mean (a) the existence of a condition or event with respect to an ERISA Plan that presents a risk of the
imposition of an excise tax or any other liability on a Company or of the imposition of a Lien on the assets of a Company; (b) the engagement
by a Controlled Group member in a non-exempt “prohibited transaction” (as defined under ERISA Section 406 or Code Section 4975) or a
breach of a fiduciary duty under ERISA that could result in liability to a Company; (c) the application by a Controlled Group member for a
waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a Controlled

                                                                       10
Group member is required to provide security under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event
with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member
from a Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” (as such terms are defined in ERISA Sections 4203 and 4205,
respectively); (f) the involvement of, or occurrence or existence of any event or condition that makes likely the involvement of, a
Multiemployer Plan in any reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan (and any related trust) that is intended
to be qualified under Code Sections 401 and 501 to be so qualified or the failure of any “cash or deferred arrangement” under any such ERISA
Plan to meet the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee
to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a
Controlled Group member or an ERISA Plan to satisfy any requirements of law applicable to an ERISA Plan; (j) the commencement, existence
or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any
incurrence by or any expectation of the incurrence by a Controlled Group member of any liability for post-retirement benefits under any
Welfare Plan, other than (i) as required by ERISA Section 601, et. seq. or Code Section 4980B or (ii) anticipated by IHS in the ordinary course
of business.

         “ERISA Plan” shall mean an “employee benefit plan” (within the meaning of ERISA Section 3(3)) that a Controlled Group member at
any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.

        “Eurocurrency Liabilities” shall have the meaning assigned to that term in Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

         “Eurodollar” shall mean a Dollar denominated deposit in a bank or branch outside of the United States.

       “Eurodollar Loan” shall mean a Revolving Loan described in Section 2.2(a) hereof, that shall be denominated in Dollars and on which
Borrowers shall pay interest at a rate based upon the Derived LIBOR Fixed Rate applicable to Eurodollar Loans.

          “Eurodollar Rate” shall mean, with respect to a Eurodollar Loan, for any Interest Period, a rate per annum equal to the quotient
obtained (rounded upwards, if necessary, to the nearest 1/16 thof 1%) by dividing (a) the rate of interest, determined by Agent in accordance
with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) three
Business Days prior to the beginning of such Interest Period pertaining to such Eurodollar Loan, as listed on British Bankers Association
Interest Rate LIBOR 01 or 02 as provided by Reuters (or, if for any reason such rate is unavailable from Reuters, from any other similar
company or service that provides rate quotations comparable to those currently provided by Reuters) as the rate in the London interbank market
for Dollar deposits in immediately available funds with a maturity comparable to such Interest Period, provided that, in the event that such rate
quotation is not available for any reason, then the Eurodollar Rate shall be the average (rounded upward to the nearest 1/16th of

                                                                        11
1%) of the per annum rates at which deposits in immediately available funds in Dollars for the relevant Interest Period and in the amount of the
Eurodollar Loan to be disbursed or to remain outstanding during such Interest Period, as the case may be, are offered to Agent (or an affiliate of
Agent, in Agent’s discretion) by prime banks in any Eurodollar market reasonably selected by Agent, determined as of 11:00 A.M. (London
time) (or as soon thereafter as practicable), three Business Days prior to the beginning of the relevant Interest Period pertaining to such
Eurodollar Loan hereunder; by (b) 1.00 minus the Reserve Percentage.

         “Event of Default” shall mean an event or condition that shall constitute an event of default as defined in Article VII hereof.

          “Excluded Taxes” shall mean net income taxes (and franchise taxes imposed in lieu of net income taxes) imposed on Agent or any
Lender by the Governmental Authority located in the jurisdiction where Agent or such Lender is organized (other than any such taxes arising
solely from Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document).

         “Existing Letter of Credit” shall mean that term as defined in Section 2.2(b)(vi) hereof.

         “Extruded Metals” shall mean Extruded Metals, Inc., a Delaware corporation, and its successors and permitted assigns.

          “Federal Funds Effective Rate” shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one
percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of
the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by
such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the
weighted average it refers to as the “Federal Funds Effective Rate” as of the Closing Date.

        “Financial Officer” shall mean any of the following officers: chief executive officer, president, chief financial officer or treasurer.
Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of IHS.

        “Fixed Charge Coverage Ratio” shall mean, as determined for the most recently completed four fiscal quarters of IHS, the ratio of (a)
Consolidated EBITDA plus rent expenses, to (b) Consolidated Fixed Charges.

        “Foreign Borrower” shall mean each of the Foreign Subsidiaries of IHS set forth on Schedule 2 hereto, together with any other
Foreign Subsidiary of IHS that, on or after the Closing Date, shall have satisfied, in the opinion of Agent, the requirements of Section 2.13(a)
hereof.

       “Foreign Borrower Assumption Agreement” shall mean each of the Foreign Borrower Assumption Agreements executed by a Foreign
Borrower after the Closing Date, in the form of

                                                                        12
the attached Exhibit G , as the same may from time to time be amended, restated or otherwise modified.

        “Foreign Borrower Revolving Credit Note” shall mean a Foreign Borrower Revolving Credit Note executed and delivered by a
Foreign Borrower pursuant to Section 2.4(b) hereof.

         “Foreign Guarantor of Payment” shall mean each of the Companies set forth on Schedule 3 hereto that shall have been designated a
“Foreign Guarantor of Payment”, that are executing and delivering (or have executed and delivered) a Guaranty of Payment on or as of the
closing date of the Original Credit Agreement or on or as of the Closing Date, or any other Foreign Subsidiary that shall execute and deliver a
Guaranty of Payment to Agent subsequent to the Closing Date.

         “Foreign Subsidiary” shall mean a Subsidiary that is organized outside of the United States.

          “Fronting Lender” shall mean, (a) as to any Letter of Credit transaction hereunder, Agent as issuer of the Letter of Credit, or, in the
event that Agent either shall be unable to issue or shall agree that another Lender may issue a Letter of Credit, such other Lender as shall agree
to issue the Letter of Credit in its own name, but on behalf of the Lenders hereunder, or (b) as to any Existing Letter of Credit, KeyBank
National Association.

         “GAAP” shall mean generally accepted accounting principles in the United States as then in effect, which shall include the official
interpretations thereof by the Financial Accounting Standards Board, applied on a basis (other than with respect to database costs, pension
accounting and goodwill amortization) consistent with the past accounting practices and procedures of IHS, subject to absence of footnotes
(with respect to interim statements) and year end adjustments.

         “Governmental Authority” shall mean any nation or government, any state, province or territory or other political subdivision thereof,
any governmental agency, department, authority, instrumentality, regulatory body, court, central bank or other governmental entity exercising
executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any
self-regulatory organization.

         “Guarantor” shall mean a Person that shall have pledged its credit or property in any manner for the payment or other performance of
the indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of payment or of collection),
surety, co-maker, endorser or Person that shall have agreed conditionally or otherwise to make any purchase, loan or investment in order
thereby to enable another to prevent or correct a default of any kind.

          “Guarantor of Payment” shall mean a Domestic Guarantor of Payment or Foreign Guarantor of Payment, or any other Person that
shall deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

                                                                        13
        “Guaranty of Payment” shall mean each Guaranty of Payment and each Amended and Restated Guaranty of Payment, as any of the
foregoing may from time to time be executed and delivered on or after the Closing Date in connection with this Agreement by the Guarantors
of Payment, as the same may from time to time be amended, restated or otherwise modified.

          “Hedge Agreement” shall mean any (a) hedge agreement, interest rate swap, basis swap agreement, cap, collar or floor agreement, or
other interest rate management device (including forward rate agreements) entered into by a Company with any Person in connection with any
Indebtedness of such Company, or (b) currency swap agreement, forward currency purchase agreement or similar arrangement or agreement
designed to protect against fluctuations in currency exchange rates entered into by a Company.

         “IHS IPO” shall mean the initial public offering of IHS.

          “Indebtedness” shall mean, for any Company (excluding in all cases trade payables payable in the ordinary course of business by such
Company), without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all
obligations for the deferred purchase price of capital assets, (c) all obligations under conditional sales or other title retention agreements, (d) all
obligations (contingent or otherwise) under any letter of credit or banker’s acceptance, (e) all net obligations under any currency swap
agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device or any Hedge Agreement, (f) all synthetic
leases, (g) all lease obligations (excluding operating leases) that have been or should be capitalized on the books of such Company in
accordance with GAAP, (h) all obligations of such Company with respect to asset securitization financing programs to the extent that there is
recourse against such Company or such Company is liable (contingent or otherwise) under any such program, (i) all obligations to advance
funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person, (j) all
indebtedness of any partnership in which such Company is a general partner, (k) any other transaction (including forward sale or purchase
agreements) having the commercial effect of a borrowing of money entered into by such Company to finance its operations or capital
requirements, and (l) any guaranty of any obligation described in subparts (a) through (k) hereof.

         “Interest Adjustment Date” shall mean the last day of each Interest Period.

         “Interest Period” shall mean, with respect to a LIBOR Fixed Rate Loan, the period commencing on the date such LIBOR Fixed Rate
Loan is made and ending on the last day of such period, as selected by Administrative Borrower (or the appropriate Foreign Borrower)
pursuant to the provisions hereof, and thereafter (unless, with respect to a Eurodollar Loan, such LIBOR Fixed Rate Loan is converted to a
Base Rate Loan) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day
of such period, as selected by Administrative Borrower (or the appropriate Foreign Borrower) pursuant to the provisions hereof. The duration
of each Interest Period for a LIBOR Fixed Rate Loan shall be one month, two months, three months or six months, in each case as
Administrative Borrower (or the appropriate Foreign Borrower) may select upon notice, as set forth in Section 2.5 hereof; provided that (a) if
Administrative Borrower (or the appropriate Foreign Borrower)

                                                                          14
shall fail to so select the duration of any Interest Period for a Eurodollar Loan at least three Business Days prior to the Interest Adjustment Date
applicable to such Eurodollar Loan, Borrowers shall be deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end of the
then current Interest Period; and (b) each Alternate Currency Loan must be repaid on the last day of the Interest Period applicable thereto.

         “Joint Venture Subsidiary” shall mean a joint venture of the Companies listed on Schedule 5.20 hereto (or provided in written notice
to Agent and the Lenders), in which the Companies have Voting Power of more than fifty percent (50%) but less than one hundred percent
(100%), which, by the terms of the agreement under which such joint venture was created, is prohibited from entering into a Guaranty of
Payment without the consent of the other joint venture party.

          “Letter of Credit” shall mean a standby letter of credit that shall be issued by the Fronting Lender for the account of a Borrower or
Guarantor of Payment, including amendments thereto, if any, and shall have an expiration date no later than the earlier of (a) one year after its
date of issuance, or (b) fifteen (15) days prior to the last day of the Commitment Period.

         “Letter of Credit Commitment” shall mean the commitment of the Fronting Lender, on behalf of the Lenders, to issue Letters of Credit
in an aggregate face amount of up to Twenty Million Dollars ($20,000,000).

         “Letter of Credit Exposure” shall mean, at any time, the Dollar Equivalent of the sum of (a) the aggregate undrawn face amount of all
issued and outstanding Letters of Credit, and (b) the aggregate of the draws made on Letters of Credit that have not been reimbursed by
Borrowers or converted to a Revolving Loan pursuant to Section 2.2(b)(iv) hereof.

          “Leverage Ratio” shall mean, as determined on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated
Funded Indebtedness (for the most recently completed fiscal quarter of IHS) to (b) Consolidated EBITDA (for the most recently completed
four fiscal quarters of IHS).

          “LIBOR Fixed Rate Loan” shall mean a Eurodollar Loan or an Alternate Currency Loan.

         “Lien” shall mean any mortgage, deed of trust, security interest, lien (statutory or other), charge, encumbrance on, pledge or deposit
of, or conditional sale, leasing (other than operating leases), sale with a right of redemption or other title retention agreement and any
capitalized lease with respect to any property (real or personal) or asset.

          “Liquidity Amount” shall mean, at any time, the sum of (a) (i) the Total Commitment Amount, minus (ii) the Revolving Credit
Exposure; plus (b) all cash of IHS; plus (c) all cash equivalents of IHS having maturities of not more than one year from the date of acquisition
thereof; as determined on a Consolidated basis and in accordance with GAAP.

          “Loan” shall mean a Revolving Loan or Swing Loan granted to Borrowers by the Lenders in accordance with Section 2.2(a) or (c)
hereof.

                                                                        15
          “Loan Documents” shall mean, collectively, this Agreement, each Note, each Guaranty of Payment, each Confirmation of Guaranty of
Payment, all documentation relating to each Letter of Credit, the Agent Fee Letter and the Closing Fee Letter, as any of the foregoing may from
time to time be amended, restated or otherwise modified or replaced, and any other document delivered pursuant thereto.

        “Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property or condition (financial or
otherwise) of a US Borrower, UK Borrower or Swiss Borrower, (b) the business, operations, property or condition (financial or otherwise) of
the Companies taken as a whole, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights and
remedies of Agent or the Lenders hereunder or thereunder.

         “Material Indebtedness Agreement” shall mean any debt instrument, lease (capital, operating or otherwise), guaranty, contract,
commitment, agreement or other arrangement evidencing any Indebtedness of any Company or the Companies in excess of the amount of Ten
Million Dollars ($10,000,000).

         “Maximum Amount” shall mean, for each Lender, the amount set forth opposite such Lender’s name under the column headed
“Maximum Amount” as set forth on Schedule 1 hereto, subject to decreases determined pursuant to Section 2.9(a) hereof, increases pursuant to
Section 2.9(b) hereof and assignments of interests pursuant to Section 10.10 hereof; provided, however, that the Maximum Amount for the
Swing Line Lender shall exclude the Swing Line Commitment (other than its pro rata share), and the Maximum Amount of the Fronting
Lender shall exclude the Letter of Credit Commitment (other than its pro rata share).

         “Maximum Commitment Amount” shall mean Two Hundred Fifty Million Dollars ($250,000,000).

         “Moody’s” shall mean Moody’s Investors Service, Inc., or any successor to such company.

         “Multiemployer Plan” shall mean a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.

         “Non-Credit Party” shall mean a Company that is not a Credit Party.

       “Non-Credit Party Exposure” shall mean the aggregate amount, after the Closing Date, of loans by a Company to, investments by a
Company in, guaranties by a Company of Indebtedness of, and Letters of Credit issued to or for the benefit of, a Foreign Subsidiary that is a
Non-Credit Party.

       “Note” shall mean a Revolving Credit Note or the Swing Line Note, or any other promissory note delivered pursuant to this
Agreement.

                                                                       16
         “Notice of Loan” shall mean a Notice of Loan in the form of the attached Exhibit D .

          “Obligations” shall mean, collectively, (a) all Indebtedness and other obligations incurred by a Borrower to Agent, the Fronting
Lender, the Swing Line Lender or any Lender pursuant to this Agreement, and includes the principal of and interest on all Loans and all
obligations pursuant to Letters of Credit; (b) each extension, renewal or refinancing of the foregoing, in whole or in part; and (c) the facility
fees, other fees and any prepayment fees payable hereunder, and all fees and charges in connection with the Letters of Credit.

        “Organizational Documents” shall mean, with respect to any Person (other than an individual), such Person’s Articles (Certificate) of
Incorporation, operating agreement or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any
amendments to any of the foregoing.

        “Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise, ad valorem or property taxes,
goods and services taxes, harmonized sales taxes and other sales taxes, use taxes, value added taxes, charges or similar taxes or levies arising
from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

        “Patriot Act” shall mean Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.

         “PBGC” shall mean the Pension Benefit Guaranty Corporation, or its successor.

         “Pension Plan” shall mean an ERISA Plan that is a “pension plan” (within the meaning of ERISA Section 3(2)).

         “Permitted Foreign Subsidiary Loans and Investments” shall mean:

        (a)       the investments by IHS or a Domestic Subsidiary in a Foreign Subsidiary that is not a Credit Party, existing as of the
Closing Date and set forth on Schedule 5.11 hereto;

         (b)       the loans by IHS or a Domestic Subsidiary to a Foreign Subsidiary that is not a Credit Party, in such amounts existing as of
the Closing Date and set forth on Schedule 5.11 hereto;

        (c)        any investment by a Foreign Subsidiary in, or loan from a Foreign Subsidiary to, or guaranty from a Foreign Subsidiary of
Indebtedness of a Company that is a Credit Party;

         (d)      any Non-Credit Party Exposure with respect to a Foreign Subsidiary or any loan by a US Borrower to a Foreign Subsidiary,
not otherwise permitted under this definition, up to the aggregate amount of One Million Dollars ($1,000,000) for such Foreign Subsidiary, so
long as the Non-Credit Party Exposure and loans by all US Borrowers to all Foreign Subsidiaries

                                                                         17
incurred pursuant to this subpart (d) does not exceed the aggregate amount of Five Million Dollars ($5,000,000) at any time outstanding; and

          (e)     any investment by a Foreign Subsidiary that is a Non-Credit Party in, or loan by a Foreign Subsidiary that is a Non-Credit
Party to, a Company.

         “Permitted Investment” shall mean an investment of a Company in the stock (or other debt or equity instruments) of a Person (other
than a Credit Party), so long as (a) the Company making the investment is a Credit Party; and (b) the aggregate amount of all such investments
of all Companies does not exceed, at any time, an aggregate amount of Twenty Million Dollars ($20,000,000).

           “Person” shall mean any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited
liability company, unlimited liability company, institution, trust, estate, government or other agency or political subdivision thereof or any
other entity.

         “Prime Rate” shall mean the interest rate established from time to time by Agent as Agent’s prime rate, whether or not such rate shall
be publicly announced; the Prime Rate may not be the lowest interest rate charged by Agent for commercial or other extensions of credit. Each
change in the Prime Rate shall be effective immediately from and after such change.

         “Regularly Scheduled Payment Date” shall mean the last day of each February, May, August and November of each year.

         “Related Writing” shall mean each Loan Document and any other assignment, mortgage, security agreement, guaranty agreement,
subordination agreement, financial statement or audit report furnished by any Credit Party, or any of its officers, to Agent or the Lenders
pursuant to or otherwise in connection with this Agreement.

         “Reportable Event” shall mean any of the events described in Section 4043 of ERISA except where notice is waived by the PBGC.

         “Request for Extension” shall mean a notice, substantially in the form of the attached Exhibit H .

         “Requested Availability” shall mean that term as defined in Section 2.13(a) hereof.

         “Required Lenders” shall mean the holders of at least fifty-one percent (51%) of (a) during the Commitment Period, the Total
Commitment Amount, and (b) after the termination of the Commitment Period, the sum of (i) the aggregate outstanding principal amount of
Revolving Loans, (ii) the Letter of Credit Exposure and (iii) the Swing Line Exposure; provided, however, that, if there shall be two or more
Lenders, Required Lenders shall constitute at least two Lenders.

                                                                        18
         “Requirement of Law” shall mean, as to any Person, any law, treaty, rule or regulation or determination or policy statement or
interpretation of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its
property.

         “Reserve Percentage” shall mean for any day that percentage (expressed as a decimal) that is in effect on such day, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including,
without limitation, all basic, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled
changes in reserve requirements) for a member bank of the Federal Reserve System in Cleveland, Ohio, in respect of Eurocurrency Liabilities.
The Derived LIBOR Fixed Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage.

          “Restricted Payment” shall mean, with respect to any Company, (a) any Capital Distribution, (b) any amount paid by such Company
in repayment, redemption, retirement or repurchase, directly or indirectly, of any Subordinated Indebtedness, or (c) any amount paid by such
Company in respect of any management, consulting or other similar arrangement with any shareholder of a Company (other than a Company)
or Affiliate in excess of the aggregate amount of One Hundred Thousand Dollars ($100,000) in any fiscal year.

         “Revolving Credit Commitment” shall mean the obligation hereunder, during the Commitment Period, of (a) each Lender to make
Revolving Loans up to the Maximum Amount for such Lender, (b) the Fronting Lender to issue and each Lender to participate in Letters of
Credit pursuant to the Letter of Credit Commitment, and (c) the Swing Line Lender to make and each Lender to participate in Swing Loans
pursuant to the Swing Line Commitment.

        “Revolving Credit Exposure” shall mean, at any time, the Dollar Equivalent of the sum of (a) the aggregate principal amount of all
Revolving Loans outstanding, (b) the Swing Line Exposure, and (c) the Letter of Credit Exposure.

         “Revolving Credit Note” shall mean a US Borrower Revolving Credit Note or a Foreign Borrower Revolving Credit Note.

         “Revolving Loan” shall mean a Loan granted to US Borrowers or a Foreign Borrower by the Lenders in accordance with Section
2.2(a) hereof.

          “SEC” shall mean the United States Securities and Exchange Commission, or any governmental body or agency succeeding to any of
its principal functions.

         “Significant Asset Disposition” shall mean a Disposition or a related series of Dispositions in which the aggregate fair market value or
book value, whichever is greater, of the assets sold, leased, transferred or otherwise disposed of shall be greater than or equal to five percent
(5%) of the Consolidated total assets of the Companies.

                                                                       19
       “Standard & Poor’s” shall mean Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., or any successor to such
company.

         “Subordinated” shall mean, as applied to Indebtedness, Indebtedness that shall have been subordinated (by written terms or written
agreement being, in either case, in form and substance satisfactory to Agent and the Required Lenders) in favor of the prior payment in full of
the Obligations.

          “Subsidiary” of a Company shall mean (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned,
directly or indirectly, by such Company or by one or more other subsidiaries of such Company or by such Company and one or more
subsidiaries of such Company, (b) a partnership, limited liability company or unlimited liability company of which such Company, one or more
other subsidiaries of such Company or such Company and one or more subsidiaries of such Company, directly or indirectly, is a general partner
or managing member, as the case may be, or otherwise has an ownership interest greater than fifty percent (50%) of all of the ownership
interests in such partnership, limited liability company or unlimited liability company, or (c) any other Person (other than a corporation,
partnership, limited liability company or unlimited liability company) in which such Company, one or more other subsidiaries of such
Company or such Company and one or more subsidiaries of such Company, directly or indirectly, has at least a majority interest in the Voting
Power or the power to elect or direct the election of a majority of directors or other governing body of such Person.

         “Subsidiary Borrower” shall mean a Borrower other than (a) IHS, or (b) a Foreign Borrower.

        “Swing Line Commitment” shall mean the commitment of the Swing Line Lender to make Swing Loans to US Borrowers up to the
aggregate amount at any time outstanding of Twenty Million Dollars ($20,000,000).

         “Swing Line Exposure” shall mean, at any time, the aggregate principal amount of all Swing Loans outstanding.

         “Swing Line Lender” shall mean KeyBank National Association, as holder of the Swing Line Commitment.

         “Swing Line Note” shall mean the Swing Line Note executed and delivered pursuant to Section 2.4(c) hereof.

        “Swing Loan” shall mean a loan that shall be denominated in Dollars granted to US Borrowers by the Swing Line Lender under the
Swing Line Commitment.

        “Swing Loan Maturity Date” shall mean, with respect to any Swing Loan, the earlier of (a) fifteen (15) days after the date such Swing
Loan is made, or (b) the last day of the Commitment Period.

                                                                       20
         “Swiss Borrower” shall mean Petroconsultants S.A., and its successors and permitted assigns.

         “Taxes” shall mean any and all present or future taxes of any kind, including but not limited to, levies, imposts, duties, charges, fees,
deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (together with
any interest, penalties, additions to taxes or similar liabilities with respect thereto) other than Excluded Taxes.

        “Threshold EBITDA Acquisition” shall mean an Acquisition, made after the Closing Date, that generates EBITDA for the Company
making such Acquisition or the acquired Company in excess of negative Five Million Dollars (-$5,000,000).

      “Total Commitment Amount” shall mean the Closing Commitment Amount, as such amount may be increased up to the Maximum
Commitment Amount pursuant to Section 2.9(b) hereof, or decreased pursuant to Section 2.9(a) hereof.

          “U.C.C. Financing Statement” shall mean a financing statement filed or to be filed in accordance with the Uniform Commercial Code,
as in effect from time to time, in the relevant state or states.

         “UK Borrower” shall mean IHS Engineering Group UK Ltd., and its successors and permitted assigns.

        “US Borrower Revolving Credit Note” shall mean a US Borrower Revolving Credit Note, executed and delivered by US Borrowers to
each Lender pursuant to Section 2.4(a) hereof.

         “Voting Power” shall mean, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital
stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing
body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock,
partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of
the members of the board of directors or similar governing body of such Person.

         “Welfare Plan” shall mean an ERISA Plan that is a “welfare plan” within the meaning of ERISA Section 3(l).

         “Wholly-Owned Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, unlimited liability
company or other entity, all of the securities or other ownership interest of which having ordinary Voting Power to elect a majority of the board
of directors, or other persons performing similar functions, are at the time directly or indirectly owned by such Person.

      Section 1.2. Accounting Terms . Any accounting term not specifically defined in this Article I shall have the meaning ascribed thereto
by GAAP.

                                                                         21
        Section 1.3. Terms Generally . The foregoing definitions shall be applicable to the singular and plurals of the foregoing defined terms.

                                             ARTICLE II. AMOUNT AND TERMS OF CREDIT

        Section 2.1. Amount and Nature of Credit .

         (a)        Subject to the terms and conditions of this Agreement, the Lenders, during the Commitment Period and to the extent
hereinafter provided, shall make Loans to Borrowers participate in Swing Loans made by the Swing Line Lender to US Borrowers and issue or
participate in Letters of Credit at the request of Administrative Borrower, in such aggregate amount as Borrowers shall request pursuant to the
Commitment; provided, however, that in no event shall the Revolving Credit Exposure be in excess of the Total Commitment Amount.

        (b)       Each Lender, for itself and not one for any other, agrees to make Loans, participate in Swing Loans made by the Swing Line
Lender to US Borrowers, and issue or participate in Letters of Credit, during the Commitment Period, on such basis that, immediately after the
completion of any borrowing by Borrowers or the issuance of a Letter of Credit:

                (i)     the Dollar Equivalent of the aggregate outstanding principal amount of Revolving Loans made by such Lender,
        when combined with such Lender’s pro rata share of the Letter of Credit Exposure and the Swing Line Exposure shall not be in excess
        of the Maximum Amount for such Lender; and

                  (ii)     the aggregate outstanding principal amount of Revolving Loans made by such Lender shall represent that
        percentage of the aggregate principal amount then outstanding on all Revolving Loans, together with such Lender’s interest in the
        Letter of Credit Exposure and the Swing Line Exposure that shall be such Lender’s Commitment Percentage.

Each borrowing (other than Swing Loans which shall be risk participated on a pro rata basis) from the Lenders shall be made pro rata according
to the respective Commitment Percentages of the Lenders.

          (c)       The Loans may be made as Revolving Loans as described in Section 2.2 (a) hereof and Swing Loans as described in Section
2.2 (c) hereof, and Letters of Credit may be issued in accordance with Section 2.2(b) hereof.

        Section 2.2. Revolving Credit .

        (a)        Revolving Loans . Subject to the terms and conditions of this Agreement, during the Commitment Period, the Lenders shall
make a Revolving Loan or Revolving Loans to US Borrowers or a Foreign Borrower in such amount or amounts as Administrative Borrower
may from time to time request, but not exceeding in aggregate principal amount at any time

                                                                      22
outstanding hereunder the Total Commitment Amount, when such Revolving Loans are combined with the Letter of Credit Exposure and the
Swing Line Exposure; provided, however, that Borrowers shall not request any Alternate Currency Loan (and the Lenders shall not be
obligated to make an Alternate Currency Loan) if, after giving effect thereto, the Alternate Currency Exposure would exceed the Alternate
Currency Maximum Amount. Borrowers shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans,
maturing on the last day of the Commitment Period, by means of any combination of Base Rate Loans, Eurodollar Loans or Alternate Currency
Loans. With respect to each Alternate Currency Loan, subject to the other provisions of this Agreement, US Borrowers or the appropriate
Foreign Borrower, as applicable, shall receive all of the proceeds of such Alternate Currency Loan in one Alternate Currency and repay such
Alternate Currency Loan in the same Alternate Currency. Subject to the provisions of this Agreement, Borrowers shall be entitled under this
Section 2.2(a) to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the
Commitment Period.

        (b)       Letters of Credit .

                 (i)          Generally . Subject to the terms and conditions of this Agreement, during the Commitment Period, the Fronting
        Lender shall, in its own name, on behalf of the Lenders, issue such Letters of Credit for the account of a Credit Party, as
        Administrative Borrower may from time to time request. Administrative Borrower shall not request any Letter of Credit (and the
        Fronting Lender shall not be obligated to issue any Letter of Credit) if, after giving effect thereto, (A) the Letter of Credit Exposure
        would exceed the Letter of Credit Commitment, (B) the Revolving Credit Exposure would exceed the Total Commitment Amount, or
        (C) with respect to a request for a Letter of Credit to be issued in an Alternate Currency, the Alternate Currency Exposure would
        exceed the Alternate Currency Maximum Amount. The issuance of each Letter of Credit shall confer upon each Lender the benefits
        and liabilities of a participation consisting of an undivided pro rata interest in the Letter of Credit to the extent of such Lender’s
        Commitment Percentage.

                 (ii)       Request for Letter of Credit . Each request for a Letter of Credit shall be delivered to Agent (and to the Fronting
        Lender, if the Fronting Lender is a Lender other than Agent) by an Authorized Officer not later than 11:00 A.M. (Mountain time)
        three Business Days prior to the day upon which the Letter of Credit is to be issued. Each such request shall be in a form acceptable to
        Agent (and the Fronting Lender, if the Fronting Lender is a Lender other than Agent) and shall specify the face amount thereof, the
        account party, the beneficiary, the intended date of issuance, the expiry date thereof, the Alternate Currency if other than Dollars are
        requested, and the nature of the transaction to be supported thereby. Concurrently with each such request, Administrative Borrower,
        and any Credit Party for whose account the Letter of Credit is to be issued (which may be a Borrower or a Guarantor of Payment),
        shall execute and deliver to the Fronting Lender an appropriate application and agreement, being in the standard form of the Fronting
        Lender for such letters of credit, as amended to conform to the provisions of this Agreement if required by Agent. Agent shall give the
        Fronting Lender and each Lender notice of each such request for a Letter of Credit.

                                                                      23



                  (iii)      Letter of Credit Fees . With respect to each Letter of Credit and the drafts thereunder, if any, whether issued for
        the account of a Borrower or any other Credit Party, US Borrowers agree (and each Foreign Borrower agrees to pay, with respect to
        Letters of Credit issued for its own account) to (A) pay to Agent, for the pro rata benefit of the Lenders, a non-refundable commission
        based upon the face amount of such Letter of Credit, which shall be paid quarterly in arrears, on each Regularly Scheduled Payment
        Date, at the rate per annum of the Applicable Margin (in effect on such Regularly Scheduled Payment Date) multiplied by the face
        amount of such Letter of Credit; (B) pay to Agent, for the sole benefit of the Fronting Lender, an additional Letter of Credit fee, which
        shall be paid on each date that such Letter of Credit shall be issued, amended or renewed at the rate of one-eighth percent (1/8%) of
        the face amount of such Letter of Credit; and (C) pay to Agent, for the sole benefit of the Fronting Lender, such other issuance,
        amendment, negotiation, draw, acceptance, telex, courier, postage and similar transactional fees as are generally charged by the
        Fronting Lender under its fee schedule as in effect from time to time.

                  (iv)       Refunding of Letters of Credit with Revolving Loans . Whenever a Letter of Credit shall be drawn, US
        Borrowers, and any Foreign Borrower for whose account such Letter of Credit was issued, shall immediately reimburse the Fronting
        Lender for the amount drawn. In the event that the amount drawn is not in an Alternate Currency and shall not have been reimbursed
        by such Borrowers, as applicable, within one Business Day of the drawing of such Letter of Credit, at the sole option of Agent (and
        the Fronting Lender, if the Fronting Lender is a Lender other than Agent), such Borrowers shall be deemed to have requested a
        Revolving Loan, subject to the provisions of subsection (a) of this Section 2.2 and Section 2.5 hereof (other than the requirement set
        forth in Section 2.5(d) hereof), in the amount drawn. Such Revolving Loan shall be evidenced by the Revolving Credit Notes. Each
        Lender agrees, subject to no conditions precedent whatsoever, to make a Revolving Loan on the date of receipt of notice from Agent
        of a request to make such Revolving Loan. Each Lender acknowledges and agrees that its obligation to make a Revolving Loan
        pursuant to subsection (a) of this Section 2.2 when required by this Section 2.2(b)(iv) shall be absolute and unconditional and shall not
        be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of
        Default, and that its payment to Agent, for the account of the Fronting Lender, of the proceeds of such Revolving Loan shall be made
without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s
Revolving Credit Commitment shall have been reduced or terminated. Borrowers irrevocably authorize and instruct Agent to apply
the proceeds of any borrowing pursuant to this subsection (iv) to reimburse, in full (other than the Fronting Lender’s pro rata share of
such borrowing), the Fronting Lender for the amount drawn on such Letter of Credit. Each such Revolving Loan shall be deemed to
be a Base Rate Loan unless otherwise requested by and available to Borrowers hereunder. Each Lender is hereby authorized to record
on its records relating to its Revolving Credit Note such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters
of Credit.

                                                              24
          (v)       Participation in Letters of Credit . If, for any reason, the Fronting Lender shall be unable to or, in the opinion of
Agent, it shall be impracticable to, convert any Letter of Credit to a Revolving Loan pursuant to the preceding subsection or if the
amount not reimbursed is a Letter of Credit drawn in an Alternate Currency, the Fronting Lender shall have the right to request that
each Lender purchase a participation in the amount due with respect to such Letter of Credit, and Agent shall promptly notify each
Lender thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the Fronting Lender
hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Fronting Lender, an undivided participation
interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of the
principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for the account of the Fronting
Lender, such Lender’s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such
Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount
due under any Letter of Credit that is drawn but not reimbursed by Borrowers pursuant to this subsection (v) shall be absolute and
unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance
of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim,
withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit Commitment shall have been reduced or
terminated. Each Lender shall comply with its obligation under this subsection (v) by wire transfer of immediately available funds in
Dollars (except in the case of a Letter of Credit issued and drawn in an Alternate Currency, and, in such case, in such Alternate
Currency), in the same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized
to record on its records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition,
each Lender agrees to risk participate in the Existing Letters of Credit as provided in subsection (vi) below.

          (vi)      Existing Letters of Credit . Schedule 2.2 hereto contains a description of all letters of credit outstanding on, and to
continue in effect after, the Closing Date. Each such letter of credit issued by a bank that is or becomes a Lender under this Agreement
on the Closing Date (each, an “Existing Letter of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement,
issued, for purposes of Section 2.2(b)(vi) hereof, on the Closing Date. Borrowers, Agent and the applicable Lenders hereby agree
that, from and after such date, the terms of this Agreement shall apply to the Existing Letters of Credit, superseding any other
agreement theretofore applicable to them to the extent inconsistent with the terms hereof. Notwithstanding anything to the contrary in
any reimbursement agreement applicable to the Existing Letters of Credit, the fees payable in connection with each Existing Letter of
Credit to be shared with the Lenders shall accrue from the Closing Date at the rate provided in Section 2.2(b)(iii) hereof.

                                                               25
(c)       Swing Loans .

          (i)        Generally . Subject to the terms and conditions of this Agreement, during the Commitment Period, the Swing Line
Lender shall make a Swing Loan or Swing Loans to US Borrowers in such amount or amounts as Administrative Borrower, through
an Authorized Officer, may from time to time request; provided that Administrative Borrower shall not request any Swing Loan if,
after giving effect thereto, (A) the Revolving Credit Exposure would exceed the Total Commitment Amount, or (B) the Swing Line
Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date
applicable thereto. US Borrowers shall not request that more than two Swing Loans be outstanding at any time. Each Swing Loan
shall be made in Dollars.

          (ii)      Refunding of Swing Loans . If the Swing Line Lender so elects, by giving notice to Administrative Borrower and
the Lenders, US Borrowers agree that the Swing Line Lender shall have the right, in its sole discretion, to require that any Swing Loan
be refinanced as a Revolving Loan. Such Revolving Loan shall be a Base Rate Loan unless otherwise requested by and available to
US Borrowers hereunder. Upon receipt of such notice by US Borrowers and the Lenders, US Borrowers shall be deemed, on such
day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with subsection (a) of this
Section 2.2 and Section 2.5 hereof (other than the requirement set forth in Section 2.5(d) hereof). Such Revolving Loan shall be
evidenced by the Revolving Credit Notes. Each Lender agrees to make a Revolving Loan on the date of such notice, subject to no
conditions precedent whatsoever. Each Lender acknowledges and agrees that such Lender’s obligation to make a Revolving Loan
pursuant to subsection (a) of this Section when required by this subsection (ii) is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and
that its payment to Agent, for the account of the Swing Line Lender, of the proceeds of such Revolving Loan shall be made without
any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s Revolving
Credit Commitment shall have been reduced or terminated. US Borrowers irrevocably authorize and instruct Agent to apply the
proceeds of any borrowing pursuant to this subsection (ii) to repay in full such Swing Loan. Each Lender is hereby authorized to
record on its records relating to its US Borrower Revolving Credit Note such Lender’s pro rata share of the amounts paid to refund
such Swing Loan.

         (iii)      Participation in Swing Loans . If, for any reason, Agent is unable to or, in the opinion of Agent, it is impracticable
to, convert any Swing Loan to a Revolving Loan pursuant to the preceding subsection (ii), then o n any day that a Swing Loan is
outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Lender purchase a
participation in such Swing Loan, and Agent shall promptly notify each Lender thereof (by facsimile or telephone, confirmed in
writing). Upon such notice, but without further action, the Swing Line Lender hereby agrees to grant to each Lender, and each Lender
hereby agrees to acquire from the Swing Line Lender, an undivided participation interest in such Swing Loan in an amount equal to

                                                               26
        such Lender’s Commitment Percentage of the principal amount of such Swing Loan. In consideration and in furtherance of the
        foregoing, each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for
        the benefit of the Swing Line Lender, such Lender’s ratable share of such Swing Loan (determined in accordance with such Lender’s
        Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Loans
        pursuant to this subsection (iii) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including,
        without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made
        without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s
        Revolving Credit Commitment shall have been reduced or terminated. Each Lender shall comply with its obligation under this
        subsection (iii) by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 hereof with respect to
        Revolving Loans to be made by such Lender.

        Section 2.3 . Interest .

        (a)       Revolving Loans .

                 (i)        Base Rate Loan . The appropriate Borrower or Borrowers shall pay interest on the unpaid principal amount of a
        Base Rate Loan outstanding from time to time from the date thereof until paid at the Base Rate from time to time in effect. Interest on
        such Base Rate Loan shall be payable, commencing February 28, 2005, and on each Regularly Scheduled Payment Date thereafter and
        at the maturity thereof.

                 (ii)       LIBOR Fixed Rate Loans . The appropriate Borrower or Borrowers shall pay interest on the unpaid principal
        amount of each LIBOR Fixed Rate Loan outstanding from time to time, fixed in advance on the first day of the Interest Period
        applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at
        the Derived LIBOR Fixed Rate. Interest on such LIBOR Fixed Rate Loan shall be payable on each Interest Adjustment Date with
        respect to an Interest Period (provided that if an Interest Period shall exceed three months, the interest must be paid every three
        months, commencing three months from the beginning of such Interest Period).

          (b)       Swing Loans . US Borrowers shall pay interest to Agent, for the sole benefit of the Swing Line Lender (and any Lender
that shall have purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to
time from the date thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be
payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one day.

        (c)       Default Rate . Anything herein to the contrary notwithstanding, if an Event of Default shall occur hereunder and during the
continuance thereof, upon the election of the Required Lenders (i) the principal of each Loan and the unpaid interest thereon shall bear

                                                                       27
interest, until paid, at the Default Rate, (ii) the fee for the aggregate undrawn face amount of all issued and outstanding Letters of Credit shall
be increased by two percent (2%) in excess of the rate otherwise applicable thereto, and (iii) in the case of any other amount due from
Borrowers hereunder or under any other Loan Document, such amount shall bear interest at the Default Rate; provided that, during an Event of
Default under Section 7.13 hereof, the applicable Default Rate shall apply without any election or action on the part of Agent or any Lender.

          (d)        Limitation on Interest . In no event shall the rate of interest hereunder exceed the maximum rate allowable by
law. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Agent or any
Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or,
if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or
received by Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (i) characterize any
payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations, so long as the foregoing does not adversely affect a Borrower.

         Section 2.4 . Evidence of Indebtedness .

         (a)       US Borrower Revolving Loans . The obligation of US Borrowers to repay the Base Rate Loans and LIBOR Fixed Rate
Loans made by each Lender and to pay interest thereon shall be evidenced by a US Borrower Revolving Credit Note of US Borrowers in the
form of the attached Exhibit A , payable to the order of such Lender in the principal amount of its Revolving Credit Commitment or, if less, the
aggregate unpaid principal amount of Revolving Loans made by such Lender.

        (b)       Foreign Borrower Revolving Loans . The obligation of each Foreign Borrower to repay the Base Rate Loans and LIBOR
Fixed Rate Loans made by each Lender and to pay interest thereon shall be evidenced by a Foreign Borrower Revolving Credit Note of such
Foreign Borrower in the form of the attached Exhibit B , payable to the order of such Lender in the principal amount of its Revolving Credit
Commitment or, if less, the aggregate unpaid principal amount of Revolving Loans made to such Foreign Borrower by such Lender.

        (c)       Swing Loan . The obligation of US Borrowers to repay the Swing Loans and to pay interest thereon shall be evidenced by a
Swing Line Note of US Borrowers in the form of the attached Exhibit C , and payable to the order of the Swing Line Lender in the principal
amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans made by the Swing Line Lender.

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         Section 2.5 . Notice of Credit Event; Funding of Loans .

          (a)       Notice of Credit Event . Administrative Borrower, through an Authorized Officer, shall provide to Agent a Notice of Loan
prior to (i) 11:00 A.M. (Mountain time) on the proposed date of borrowing or conversion of any Base Rate Loan, (ii) 11:00 A.M. (Mountain
time) three Business Days prior to the proposed date of borrowing, conversion or continuation of any LIBOR Fixed Rate Loan, and (iii) 2:00
P.M. (Mountain time) on the proposed date of borrowing of any Swing Loan; provided, however, that an Authorized Officer of Administrative
Borrower may verbally request a Loan, so long as a Notice of Loan is received by the end of the same Business Day, and, if Agent or any
Lender provides funds or initiates funding based upon such verbal request, Administrative Borrower shall bear the risk with respect to any
information regarding such funding that is later determined to have been incorrect.

         (b)        Funding of Loans . Agent shall notify each Lender of the date, amount, type of currency and Interest Period (if applicable)
promptly upon the receipt of a Notice of Loan, and, in any event, by 2:00 P.M. (Mountain time) on the date such Notice of Loan is
received. On the date that the Credit Event set forth in such Notice of Loan is to occur, each such Lender shall provide to Agent, not later than
3:00 P.M. (Mountain time), the amount in Dollars, or, with respect to an Alternate Currency, in the applicable Alternate Currency, in federal or
other immediately available funds, required of it. If Agent shall elect to advance the proceeds of such Loan prior to receiving funds from such
Lender, Agent shall have the right, upon prior notice to Administrative Borrower, to debit any account of any US Borrower or otherwise
receive such amount from US Borrowers or the appropriate Foreign Borrower, on demand, in the event that such Lender shall fail to reimburse
Agent in accordance with this subsection. Agent shall also have the right to receive interest from such Lender at the Federal Funds Effective
Rate in the event that such Lender shall fail to provide its portion of the Loan on the date requested and Agent shall elect to provide such funds.

          (c)       Conversion of Loans . At the request of Administrative Borrower to Agent, subject to the notice and other provisions of
this Section 2.5, the Lenders shall convert a Base Rate Loan to one or more Eurodollar Loans at any time and shall convert a Eurodollar Loan
to a Base Rate Loan on any Interest Adjustment Date applicable thereto. Swing Loans may be converted by the Swing Line Lender to
Revolving Loans in accordance with Section 2.2(c)(ii) hereof. No Alternate Currency Loan may be converted to a Base Rate Loan or
Eurodollar Loan and no Base Rate Loan or Eurodollar Loan may be converted to an Alternate Currency Loan.

         (d)       Minimum Amount . Each request for:

                 (i)       a Base Rate Loan shall be in an amount of not less than Three Million Dollars ($3,000,000), increased by
         increments of One Million Dollars ($1,000,000);

                  (ii)       a LIBOR Fixed Rate Loan shall be in an amount (or, with respect to an Alternate Currency Loan, the Dollar
         Equivalent (or, in the discretion of Agent, such approximately comparable amount as shall result in a rounded number)) of not less
         than Three Million Dollars ($3,000,000), increased by increments of One Million Dollars ($1,000,000) (or, with respect to an
         Alternate Currency Loan, the Dollar Equivalent (or,

                                                                        29
         in the discretion of Agent, such approximately comparable amount as shall result in a rounded number)); and

                  (iii)     a Swing Loan shall be in an amount of not less than Five Hundred Thousand Dollars ($500,000).

          (e)       Interest Periods . At no time shall Borrowers request that LIBOR Fixed Rate Loans be outstanding for more than twelve
different Interest Periods.

         Section 2.6 . Payment on Loans and Other Obligations .

       (a)        Payments Generally . Each payment made hereunder by a Credit Party shall be made without any offset, abatement,
recoupment, counterclaim, withholding or reduction whatsoever.

         (b)        Payments in Alternate Currency to Agent or Lenders . With respect to any Alternate Currency Loan or any Alternate
Currency Letter of Credit, all payments (including prepayments) to any Lender of the principal of or interest on such Alternate Currency Loan
or Alternate Currency Letter of Credit shall be made in the same Alternate Currency as the original Loan or Letter of Credit. All such
payments shall be remitted by Borrowers to Agent, at the address of Agent for notices referred to in Section 10.4 hereof, (or at such other office
or account as designated in writing by Agent to Administrative Borrower) for the account of the Lenders (or the Fronting Lender, as
appropriate) not later than 11:00 A.M. (Mountain time) on the due date thereof in same day funds. Any payments received by Agent after
11:00 A.M. (Mountain time) shall be deemed to have been made and received on the next Business Day.

          (c)       Payments in Dollars to Agent or Lenders . With respect to (i) any Loan (other than an Alternate Currency Loan), or (ii) any
other payment to Agent and the Lenders that shall not be covered by subsection (b) above, all such payments (including prepayments) to Agent
of the principal of or interest on such Loan or other payment, including but not limited to principal, interest, fees or any other amount owed by
any Borrower under this Agreement, shall be made in Dollars. All payments described in this subsection (c) shall be remitted to Agent, at the
address of Agent for notices referred to in Section 10.4 hereof, for the account of the Lenders (or the Fronting Lender or the Swing Line
Lender, as appropriate) not later than 11:00 A.M. (Mountain time) on the due date thereof in immediately available funds. Any such payments
received by Agent after 11:00 A.M. (Mountain time) shall be deemed to have been made and received on the next Business Day.

         (d)        Payments to Lenders from Agent . Upon Agent’s receipt of payments hereunder, Agent shall immediately distribute to the
Lenders (except with respect to Swing Loans, which shall be paid to the Swing Line Lender or, with respect to Letters of Credit, certain of
which payments shall be made to the Fronting Lender) their respective ratable shares, if any, of the amount of principal, interest, and facility
and other fees received by Agent for the account of such Lender. Payments received by Agent in Dollars shall be delivered to the Lenders in
Dollars in immediately available funds. Payments received by Agent in any Alternate Currency shall be delivered to the Lenders in such
Alternate Currency in same day funds. Each Lender shall

                                                                       30
record any principal, interest or other payment, the principal amounts of Base Rate Loans, LIBOR Fixed Rate Loans, Swing Loans and Letters
of Credit, the type of currency for each Loan, all prepayments and the applicable dates, including Interest Periods, with respect to the Loans
made, and payments received by such Lender, by such method as such Lender may generally employ; provided, however, that failure to make
any such entry shall in no way detract from the obligations of Borrowers under this Agreement or any Note. The aggregate unpaid amount of
Loans, types of Loans, Interest Periods and similar information with respect to the Loans and Letters of Credit set forth on the records of Agent
shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal, interest and fees owing to each
Lender.

         (e)       Timing of Payments . Whenever any payment to be made hereunder, including, without limitation, any payment to be made
on any Loan, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next Business Day and such
extension of time shall in each case be included in the computation of the interest payable on such Loan; provided, however, that, with respect
to any LIBOR Fixed Rate Loan, if the next Business Day shall fall in the succeeding calendar month, such payment shall be made on the
preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

         Section 2.7 . Prepayment .

         (a)       Right to Prepay . Borrowers shall have the right at any time or from time to time to prepay, on a pro rata basis for all of the
Lenders (except with respect to Swing Loans, which shall be paid to the Swing Line Lender), all or any part of the principal amount of the
Loans, as designated by Borrowers. Such payment shall include interest accrued on the amount so prepaid to the date of such prepayment and
any amount payable under Article III hereof with respect to the amount being prepaid. Prepayments of Base Rate Loans shall be without any
premium or penalty, other than any prepayment fees, penalties or other charges that may be contained in any Hedge Agreement.

         (b)        Notice of Prepayment . Administrative Borrower shall give Agent notice of prepayment of a Base Rate Loan or Swing
Loan not later than 1:00 P.M. (Mountain time) one Business Day before the Business Day on which such prepayment is to be made and written
notice of the prepayment of any LIBOR Fixed Rate Loan not later than 1:00 P.M. (Mountain time) three Business Days before the Business
Day on which such prepayment is to be made.

         (c)       Minimum Amount . Each prepayment of a LIBOR Fixed Rate Loan shall be in the principal amount of not less than One
Million Dollars ($1,000,000), (or, with respect to an Alternate Currency Loan, the Dollar Equivalent (rounded to a comparable amount of such
amount)) or, with respect to a Swing Loan, the principal balance of such Swing Loan, except in the case of a mandatory payment pursuant to
Section 2.11 or Article III hereof.

         Section 2.8 . Facility and Other Fees .

      (a)        Facility Fee . US Borrowers shall pay to Agent, for the ratable account of the Lenders, as a consideration for the
Commitment, a facility fee from the Closing Date to and

                                                                        31
including the last day of the Commitment Period, payable quarterly, at a rate per annum equal to (i) the Applicable Facility Fee Rate in effect
on the payment date, multiplied by (ii) the average daily Total Commitment Amount in effect during such quarter. The facility fee shall be
payable quarterly in arrears, on February 28, 2005 and continuing on each Regularly Scheduled Payment Date thereafter, and on the last day of
the Commitment Period.

         (b)       Agent Fee . US Borrowers shall pay to Agent, for its sole benefit, the fees set forth in the Agent Fee Letter.

         Section 2.9 . Modifications to Commitment .

          (a)       Optional Reduction of Commitment . Borrowers may at any time and from time to time permanently reduce in whole or
ratably in part the Commitment hereunder to an amount not less than the then existing Revolving Credit Exposure, by Administrative Borrower
giving Agent not fewer than three Business Days’ written notice of such reduction, provided that any such partial reduction shall be in an
aggregate amount, for all of the Lenders, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars
($1,000,000). Agent shall promptly notify each Lender of the date of each such reduction and such Lender’s proportionate share
thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Total Commitment Amount as so
reduced. If Borrowers reduce in whole the Commitment on the effective date of such reduction (the appropriate Borrowers having prepaid in
full the unpaid principal balance, if any, of the Loans, together with all interest and facility and other fees accrued and unpaid and provided that
no Letter of Credit Exposure or Swing Line Exposure shall exist), all of the Notes shall be delivered to Agent marked “Canceled” and Agent
shall redeliver such Notes to Administrative Borrower. Any partial reduction in the Total Commitment Amount shall be effective during the
remainder of the Commitment Period.

          (b)        Increase in Commitment . At any time during the Commitment Increase Period, Administrative Borrower may request that
Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount by either, at
the option of Administrative Borrower, (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving
Credit Commitments, or (ii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new Revolving
Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall
be given the first opportunity to provide the Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent,
in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional
Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this
Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the
effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) US Borrowers and, as
appropriate, each Foreign Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes
as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on

                                                                        32
behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with
respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect
thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the
revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrowers shall not request any
increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving
effect to any such increase would exist.

          Section 2.10 . Computation of Interest and Fees . With the exception of Base Rate Loans, interest on Loans and facility and other
fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number
of days elapsed. With respect to Base Rate Loans, interest shall be computed on the basis of a year having three hundred sixty-five (365) days
or three hundred sixty-six (366) days, as the case may be, and calculated for the actual number of days elapsed.

         Section 2.11 . Mandatory Payment .

         (a)        Revolving Credit Exposure . If, at any time, the Revolving Credit Exposure shall exceed the Total Commitment Amount as
then in effect, US Borrowers (and the appropriate Foreign Borrowers) shall, as promptly as practicable, but in no event later than the next
Business Day, prepay an aggregate principal amount of the Loans sufficient to bring the Revolving Credit Exposure within the Total
Commitment Amount.

          (b)        Swing Line Exposure . If, at any time, the Swing Line Exposure shall exceed the Swing Line Commitment, US Borrowers
shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Swing Loans
sufficient to bring the Swing Line Exposure within the Swing Line Commitment.

          (c)        Mandatory Payments Generally . Unless otherwise designated by Borrowers, each prepayment pursuant to Section 2.11(a)
hereof shall be applied in the following order (i) first, to the outstanding Base Rate Loans, and (ii) second, to the outstanding LIBOR Fixed
Rate Loans, provided that if the outstanding principal amount of any LIBOR Fixed Rate Loan shall be reduced to an amount less than the
minimum amount set forth in Section 2.5(d) hereof as a result of such prepayment, then such LIBOR Fixed Rate Loan shall be converted into a
Base Rate Loan on the date of such prepayment. Any prepayment of a LIBOR Fixed Rate Loan or Swing Loan pursuant to this Section 2.11
shall be subject to the prepayment provisions set forth in Article III hereof.

         Section 2.12 . Liability of Borrowers .

         (a)       Joint and Several Liability . Each US Borrower acknowledges and agrees that Agent and the Lenders are entering into this
Agreement at the request of each US Borrower and with the understanding that each US Borrower is and shall remain fully liable, jointly and
severally, for payment in full of the Obligations. Each US Borrower agrees that it is receiving or will receive a direct pecuniary benefit for
each Loan made or Letter of Credit issued hereunder.

                                                                       33
          (b)       Appointment of Administrative Borrower . Each Borrower hereby irrevocably appoints IHS as the borrowing agent and
attorney-in- fact for all Borrowers (“Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent
shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been
appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower to (i) provide Agent
with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under
this Agreement, (ii) take such action as Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit, and (iii)
exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.

         (c)        Maximum Liability of Each Borrower . Anything in this Agreement or any other Loan Document to the contrary
notwithstanding, in no event shall the maximum liability of any Subsidiary Borrower exceed the maximum amount that (after giving effect to
the incurring of the obligations hereunder and to any rights to contribution of such Subsidiary Borrower from other Affiliates of such
Subsidiary Borrower) would not render the rights to payment of Agent and the Lenders hereunder void, voidable or avoidable under any
applicable fraudulent transfer law.

          (d)         Waivers of Each Borrower . In the event that any obligation of any Borrower under this Agreement is deemed to be an
agreement by such Borrower to answer for the debt or default of another Credit Party or as a hypothecation of property as security therefore,
each Borrower represents and warrants that (i) no representation has been made to such Borrower as to the creditworthiness of such other
Credit Party, and (ii) such Borrower has established adequate means of obtaining from such other Credit Party on a continuing basis, financial
or other information pertaining to such other Credit Party’s financial condition. Each Borrower expressly waives, except as expressly required
under this Agreement, diligence, demand, presentment, protest and notice of every kind and nature whatsoever, consents to the taking by Agent
and the Lenders of any additional security, if any, of another Credit Party for the obligations secured hereby, or the alteration or release in any
manner of any security, if any, of another Credit Party now or hereafter held in connection with the Obligations, and consents that Agent, the
Lenders and any other Credit Party may deal with each other in connection with such obligations or otherwise, or alter any contracts now or
hereafter existing between them, in any manner whatsoever, including without limitation the renewal, extension, acceleration or changes in
time for payment of any such obligations or in the terms or conditions of any security held. Agent and the Lenders are hereby expressly given
the right, at their option, to proceed in the enforcement of any of the Obligations independently of any other remedy or security they may at any
time hold in connection with such obligations secured and it shall not be necessary for Agent and the Lenders to proceed upon or against or
exhaust any other security or remedy before proceeding to enforce their rights against such Borrower. Each Borrower further subordinates any
right of subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect of sums paid to Agent and
the Lenders by any other Credit Party.

                                                                        34
          (e)       Liability of Foreign Borrowers . Anything herein to the contrary notwithstanding, no Foreign Borrower shall at any time be
liable for the Indebtedness of US Borrowers under this Agreement.

        Section 2.13 . Addition of Foreign Borrowers or Foreign Guarantors .

          (a)      Addition of Foreign Borrower . At the request of Administrative Borrower, a Foreign Subsidiary of IHS that shall not then
be a Foreign Borrower may become a Foreign Borrower hereunder, provided that all of the following requirements shall have been met to the
satisfaction of Agent: (i) Administrative Borrower shall have provided to Agent a written request that such Foreign Subsidiary be designated
as a Foreign Borrower pursuant to the terms of this Agreement, which request shall specify the amount of Revolving Loans and Letters of
Credit requested to be made available to such Foreign Subsidiary (the “Requested Availability”); (ii) Agent shall have approved the amount of
the Requested Availability or otherwise agreed with Administrative Borrower as to the revised amount of availability, and, upon such approval
or reaching such agreement, Agent is hereby authorized to record such amount on Schedule 4 hereto as the “Additional Foreign Borrower
Maximum Amount” with respect to such Foreign Subsidiary; (iii) such Foreign Subsidiary shall be a Wholly-Owned Subsidiary of IHS; (iv)
IHS and each Domestic Guarantor of Payment shall have guaranteed the obligations of such Foreign Subsidiary under this Agreement pursuant
to the terms of a Guaranty of Payment; (v) such Foreign Subsidiary shall have executed a Foreign Borrower Assumption Agreement and
Foreign Borrower Revolving Credit Notes, and any other Foreign Subsidiary that Agent and Administrative Borrower agree shall become a
Foreign Guarantor of Payment with respect to such Foreign Subsidiary, shall have executed a Guaranty of Payment with respect to the
obligations of such Foreign Subsidiary (provided that there shall be no adverse tax consequences or adverse legal impact); and (vi) IHS and
such Foreign Subsidiary that shall become a Foreign Guarantor of Payment shall have provided to Agent such corporate governance and
authorization documents and an opinion of counsel and any other items as may be deemed necessary or advisable by Agent.

          (b)       Addition of Foreign Guarantor of Payment . At the request of Administrative Borrower, a Foreign Subsidiary of IHS that
shall not then be a Foreign Guarantor of Payment may become a Foreign Guarantor of Payment hereunder, provided that all of the following
requirements shall have been met to the satisfaction of Agent: (i) Administrative Borrower shall have provided to Agent a written request that
such Foreign Subsidiary be designated as a Foreign Guarantor of Payment pursuant to the terms of this Agreement, which request shall specify
the Requested Availability for such Foreign Subsidiary; (ii) Agent shall have approved the amount of the Requested Availability or otherwise
agreed with Administrative Borrower as to the revised amount of availability, and, upon such approval or reaching such agreement, Agent is
hereby authorized to record such amount on Schedule 4 hereto as the “Additional Foreign Guarantor Maximum Amount” with respect to such
Foreign Subsidiary; (ii) such Foreign Subsidiary shall be a Wholly-Owned Subsidiary of IHS; (iii) such Foreign Subsidiary shall have executed
a Guaranty of Payment with respect to the obligations of one or more Foreign Borrowers as may be required by Agent (provided that there shall
be no adverse tax consequences or adverse legal impact); and (iii) such Foreign Subsidiary that shall become a Foreign Guarantor of Payment

                                                                      35
shall have provided to Agent such corporate governance and authorization documents and an opinion of counsel and any other items as may be
deemed necessary or advisable by Agent.

         (c)        Additional Credit Party Bound by Provisions . Upon satisfaction by Administrative Borrower and any such Foreign
Subsidiary of the requirements set forth in subsections (a) and (b) above, Agent shall promptly notify Administrative Borrower and the
Lenders, whereupon such Foreign Subsidiary shall be designated a “Foreign Borrower” or “Foreign Guarantor of Payment”, as applicable,
pursuant to the terms and conditions of this Agreement, and such Foreign Subsidiary shall become bound by all representations, warranties,
covenants, provisions and conditions of this Agreement and each other Loan Document applicable to the Foreign Borrowers or Foreign
Guarantors of Payment, as the case may be, as if such Foreign Borrower or Foreign Guarantor had been the original party making such
representations, warranties and covenants.

         (d)        Alternative Structures . Agent, the Lenders and Borrowers agree that if the addition of a Foreign Borrower or Foreign
Guarantor of Payment pursuant to this Section would result in a requirement by such Foreign Borrower or Foreign Guarantor of Payment to
pay to any Lenders additional amounts pursuant to Section 3.2 hereof, then Agent, the Lenders and Borrowers agree to use reasonable efforts to
designate a different lending office or otherwise propose an alternate structure that would avoid the need for, or reduce the amount of, such
additional amounts so long as the same would not, in the judgment of Agent and the Lenders, be otherwise disadvantageous to Agent and the
Lenders.

         Section 2.14 . Extension of Commitment . Contemporaneously with the delivery of the financial statements required pursuant to
Section 5.3(b) hereof (beginning with the financial statements for the fiscal year of IHS ending November 30, 2005), Borrowers may deliver a
Request for Extension, requesting that the Lenders extend the maturity of the Commitment for an additional year. Each such extension shall
require the unanimous written consent of all of the Lenders and shall be upon such terms and conditions as may be agreed to by Agent,
Borrowers and the Lenders. Borrowers shall pay any attorneys’ fees or other expenses of Agent in connection with the documentation of any
such extension, as well as such other fees as may be agreed upon between Borrowers and Agent.

                                        ARTICLE III . ADDITIONAL PROVISIONS RELATING TO
                                       LIBOR FIXED RATE LOANS; INCREASED CAPITAL; TAXES

         Section 3.1 . Requirements of Law .

         (a)         If, after the Closing Date, (i) the adoption of or any change in any Requirement of Law or in the interpretation or application
thereof or (ii) the compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or
other Governmental Authority:

                (A)      shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or
         any LIBOR Fixed Rate Loan made by it, or

                                                                        36
         change the basis of taxation of payments to such Lender in respect thereof (except for Taxes and Excluded Taxes which are governed
         by Section 3.2 hereof);

                  (B)        shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement
         against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any
         other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate or
         the Alternate Currency Rate; or

                  (C)        shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining LIBOR Fixed
Rate Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such
case, US Borrowers (and any Foreign Borrower to which such Loan was made) shall pay to such Lender, promptly after receipt of a written
request therefor, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any
Lender becomes entitled to claim any additional amounts pursuant to this subsection (a), such Lender shall promptly notify Administrative
Borrower (with a copy to Agent) of the event by reason of which it has become so entitled.

          (b)       If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law
regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such
Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority
shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder,
or under or in respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such
adoption, change or compliance (taking into consideration the policies of such Lender or corporation with respect to capital adequacy), then
from time to time, upon submission by such Lender to Administrative Borrower (with a copy to Agent) of a written request therefor (which
shall include the method for calculating such amount), US Borrowers (and any Foreign Borrower to which such Loan was made) shall
promptly pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender for such reduction.

         (c)        A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender to Administrative
Borrower (with a copy to Agent) shall be conclusive absent manifest error. In determining any such additional amounts, such Lender may use
any method of averaging and attribution that it (in its sole discretion) shall deem applicable. The obligations of Borrowers pursuant to this
Section 3.1 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

                                                                        37
         Section 3.2 . Taxes .

          (a)       All payments made by any Credit Party under any Loan Document shall be made free and clear of, and without deduction or
withholding for or on account of any Taxes or Other Taxes. If any Taxes or Other Taxes are required to be deducted or withheld from any
amounts payable to Agent or any Lender hereunder, the amounts so payable to Agent or such Lender shall be increased to the extent necessary
to yield to Agent or such Lender (after deducting, withholding and payment of all Taxes and Other Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in the Loan Documents.

         (b)        In addition, the Credit Parties shall pay Taxes and Other Taxes to the relevant Governmental Authority in accordance with
applicable law.

          (c)       Whenever any Taxes or Other Taxes are required to be withheld and paid by a Credit Party, such Credit Party shall timely
withhold and pay such taxes to the relevant Governmental Authorities. As promptly as possible thereafter, such Credit Party shall send to
Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received
by such Credit Party showing payment thereof. If such Credit Party shall fail to pay any Taxes or Other Taxes when due to the appropriate
Governmental Authority or fails to remit to Agent the required receipts or other required documentary evidence, US Borrowers and such Credit
Party shall indemnify Agent and the Lenders on demand for any incremental Taxes or Other Taxes paid or payable by Agent or such Lender as
a result of any such failure.

           (d)        If any Lender shall be so indemnified by a Credit Party, such Lender shall use reasonable efforts to obtain the benefits of
any refund, deduction or credit for any taxes or other amounts with respect to the amount paid by such Credit Party and shall reimburse such
Credit Party to the extent, but only to the extent, that such Lender shall receive a refund with respect to the amount paid by such Credit Party or
an effective net reduction in taxes or other governmental charges (including any taxes imposed on or measured by the total net income of such
Lender) of the United States or any state or subdivision or any other Governmental Authority thereof by virtue of any such deduction or credit,
after first giving effect to all other deductions and credits otherwise available to such Lender. If, at the time any audit of such Lender’s income
tax return is completed, such Lender determines, based on such audit, that it shall not have been entitled to the full amount of any refund
reimbursed to such Credit Party as aforesaid or that its net income taxes shall not have been reduced by a credit or deduction for the full amount
reimbursed to such Credit Party as aforesaid, such Credit Party, upon request of such Lender, shall promptly pay to such Lender the amount so
refunded to which such Lender shall not have been so entitled, or the amount by which the net income taxes of such Lender shall not have been
so reduced, as the case may be.

          (e)      Each Lender that is not (i) a citizen or resident of the United States of America, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or (iii) an estate or trust that is subject to
federal income taxation regardless of the source of its income (any such Person, a “Non-U.S. Lender”) shall deliver to Administrative Borrower
and Agent two copies of either U.S. Internal

                                                                          38
Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement with respect to such interest and a
Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender
claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by Credit Parties under this Agreement
and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this
Agreement or such other Loan Document. In addition, each Non-U.S. Lender shall deliver such forms or appropriate replacements promptly
upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify
Administrative Borrower at any time it determines that such Lender is no longer in a position to provide any previously delivered certificate to
Administrative Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this subsection (e), a Non-U.S. Lender shall not be required to deliver any form pursuant to this subsection (e) that such
Non-U.S. Lender is not legally able to deliver.

          (f)      The agreements in this Section 3.2 shall survive the termination of the Loan Documents and the payment of the Loans and
all other amounts payable hereunder.

          Section 3.3 . Funding Losses . US Borrowers (and any appropriate Foreign Borrower) agree to indemnify each Lender, promptly
after receipt of a written request therefor, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as
a consequence of (a) default by a Borrower in making a borrowing of, conversion into or continuation of LIBOR Fixed Rate Loans after such
Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by a Borrower in making any
prepayment of or conversion from LIBOR Fixed Rate Loans after such Borrower has given a notice thereof in accordance with the provisions
of this Agreement, (c) the making of a prepayment of a LIBOR Fixed Rate Loan on a day that is not the last day of an Interest Period
applicable thereto, (d) any conversion of a LIBOR Fixed Rate Loan to a Base Rate Loan on a day that is not the last day of an Interest Period
applicable thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest that would have accrued
on the amounts so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period
that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein
(excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such
Lender) that would have accrued to such Lender on such amount b y placing such amount on deposit for a comparable period with leading
banks in the appropriate London interbank market, along with any administration fee charged by such Lender. A certificate as to any amounts
payable pursuant to this Section 3.3 submitted to Borrower (with a copy to Agent) by any Lender shall be conclusive absent manifest
error. The obligations of Administrative Borrower pursuant to this Section 3.3 shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.

                                                                         39
         Section 3.4 . Eurodollar Rate or Alternate Currency Rate Lending Unlawful; Inability to Determine Rate .

         (a)        If any Lender shall determine (which determination shall, upon notice thereof to Administrative Borrower and Agent, be
conclusive and binding on Borrowers) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of any law
makes it unlawful, or (ii) any Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to
convert (if permitted pursuant to this Agreement) any Loan into, a LIBOR Fixed Rate Loan, the obligations of such Lender to make, continue
or convert any such LIBOR Fixed Rate Loan shall, upon such determination, be suspended until such Lender shall notify Agent that the
circumstances causing such suspension no longer exist, and all outstanding LIBOR Fixed Rate Loans payable to such Lender shall
automatically convert (if conversion is permitted under this Agreement) into a Base Rate Loan, or be repaid (if no conversion is permitted) at
the end of the then current Interest Periods with respect thereto or sooner, if required by law or such assertion.

          (b)       If Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining
the Eurodollar Rate or Alternate Currency Rate for any requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan, or that
the Eurodollar Rate or Alternate Currency Rate for any requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan does not
adequately and fairly reflect the cost to the Lenders of funding such Loan, Agent will promptly so notify Administrative Borrower and each
Lender. Thereafter, the obligation of the Lenders to make or maintain such LIBOR Fixed Rate Loan shall be suspended until Agent (upon the
instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Administrative Borrower may revoke any pending
request for a borrowing of, conversion to or continuation of such LIBOR Fixed Rate Loan or, failing that, will be deemed to have converted
such request into a request for a borrowing of a Base Rate Loan in the amount specified therein.

                                                   ARTICLE IV . CONDITIONS PRECEDENT

         Section 4.1 . Conditions to Each Credit Event . The obligation of the Lenders, the Fronting Lender and the Swing Line Lender to
participate in any Credit Event shall be conditioned, in the case of each Credit Event, upon the following:

          (a)        all conditions precedent as listed in Section 4.2 hereof required to be satisfied prior to the first Credit Event shall have been
satisfied prior to or as of the first Credit Event;

         (b)       Administrative Borrower shall have submitted a Notice of Loan (or with respect to a Letter of Credit, complied with the
provisions of Section 2.2(b) hereof) and otherwise complied with Section 2.5 hereof;

         (c)        no Default or Event of Default shall then exist or immediately after the Credit Event would exist; and

                                                                          40
         (d)        each of the representations and warranties contained in Article VI hereof shall be true in all material respects as if made on
and as of the date of the Credit Event, except to the extent that any thereof expressly relate to an earlier date.

Each request by Borrowers (or Administrative Borrower) for a Credit Event shall be deemed to be a representation and warranty by Borrowers
as of the date of such request as to the satisfaction of the conditions precedent specified in subsections (c) and (d) above.

         Section 4.2 . Conditions to the First Credit Event . The obligation of the Lenders, the Fronting Lender and the Swing Line Lender to
participate in the first Credit Event is subject to Borrowers satisfying each of the following conditions prior to or concurrently with such Credit
Event:

         (a)       Notes . US Borrowers shall have executed and delivered to each Lender a U.S. Revolving Credit Note, each Foreign
Borrower shall have executed and delivered to each Lender a Foreign Borrower Revolving Credit Note, and IHS shall have executed and
delivered to the Swing Line Lender the Swing Line Note.

         (b)       Guaranties of Payment . Each Domestic Guarantor of Payment shall have executed and delivered to Agent a Guaranty of
Payment and each Foreign Guarantor of Payment (other than the Companies set forth in Section 4.3(c) hereof) shall have executed and
delivered to Agent a Confirmation of Guaranty of Payment.

         (c)        Officer’s Certificate, Resolutions, Organizational Documents . Each Borrower and Domestic Guarantor of Payment shall
have delivered to Agent an officer’s certificate (or comparable domestic or foreign documents) certifying the names of the officers of such
Credit Party authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (i) the resolutions
of the board of directors (or comparable domestic or foreign documents) of such Credit Party evidencing approval of the execution and delivery
of the Loan Documents and the execution of other Related Writings to which such Credit Party is a party, and (ii) the Organizational
Documents of such Credit Party.

          (d)        Good Standing and Full Force and Effect Certificates . Borrowers shall have delivered to Agent a good standing certificate
or full force and effect certificate, as the case may be, for each Borrower and Domestic Guarantor of Payment, issued on or about the Closing
Date by the Secretary of State in the state or states where such Credit Party is incorporated or formed.

         (e)       Agent Fee Letter, Closing Fee Letter and Other Fees . Borrowers shall have (i) executed and delivered to Agent the Agent
Fee Letter and paid to Agent, for its sole account, the fees stated therein, (ii) executed and delivered to Agent the Closing Fee Letter and paid to
Agent, for the benefit of the Lenders, the fees stated therein, and (iii) paid all legal fees and expenses of Agent in connection with the
preparation and negotiation of the Loan Documents.

         (f)      Lien Searches . With respect to the property owned or leased by each Borrower and Domestic Guarantor of Payment,
Borrowers shall have caused to be delivered to Agent (i) the results of Uniform Commercial Code lien searches (updated since the closing of
the Original

                                                                        41
Credit Agreement), satisfactory to Agent and the Lenders, (ii) the results of federal and state tax lien and judicial lien searches, satisfactory to
Agent and the Lenders, and (iii) Uniform Commercial Code termination statements reflecting termination of all financing statements previously
filed by any Person and not expressly permitted pursuant to Section 5.9 hereof.

         (g)        Closing Certificate . Borrowers shall have delivered to Agent and the Lenders an officer’s certificate certifying that, as of
the Closing Date, (i) all conditions precedent set forth in this Article IV have been satisfied, (ii) no Default or Event of Default exists nor
immediately after the making of the first Loan or the issuance of the first Letter of Credit will exist, and (iii) each of the representations and
warranties contained in Article VI hereof are true and correct as of the Closing Date.

         (h)       No Material Adverse Change . No material adverse change, in the opinion of Agent, shall have occurred in the financial
condition, operations or prospects of the Companies since August 31, 2004.

         (i)        Miscellaneous . Borrowers shall have provided to Agent and the Lenders such other items and shall have satisfied such
other conditions as may be reasonably required by Agent or the Lenders.

         Section 4.3 . Post-Closing Conditions .

          (a)      Schedules . No later than seven days after the Closing Date, Borrower shall have delivered to Agent, in form and substance
satisfactory to Agent and the Lenders, final schedules to this Agreement;

        (b)        Legal Opinion . No later than thirty (30) days after the Closing Date, Borrowers shall have delivered to Agent an opinion
of counsel for each Borrower and Domestic Guarantor of Payment, in form and substance satisfactory to Agent and the Lenders.

          (c)      New Foreign Guarantors of Payment . No later than thirty (30) days after the Closing Date (unless a longer period is agreed
to in writing by Agent), Research Associates (Canada) Inc., Cambridge Energy Research Associates (Germany) GmbH and Cambridge Energy
Research Associates (UK) Limited, shall each execute and deliver to Agent, for the benefit of the Lenders, a Guaranty of Payment and
Administrative Borrower shall deliver to Agent such other supporting documentation, corporate governance and authorization documents, and
an opinion of counsel as may be deemed necessary or advisable by Agent; provided that, if the execution and delivery of such Guaranty of
Payment, under the laws of such foreign jurisdiction is impractical or cost prohibitive, in the opinion of Agent, after consultation with
Administrative Borrower, then Agent may forego such Guaranty of Payment in such foreign jurisdiction.

                                                                        42
                                                         ARTICLE V . COVENANTS

         Section 5.1 . Insurance . Each Company shall (a) maintain insurance to such extent and against such hazards and liabilities as is
commonly maintained by Persons similarly situated; and (b) within ten days of any Lender’s written request, furnish to such Lender such
information about such Company’s insurance as that Lender may from time to time reasonably request, which information shall be prepared in
form and detail satisfactory to such Lender and certified by a Financial Officer of such Company.

          Section 5.2 . Money Obligations . Each Company shall pay in full (a) prior in each case to the date when penalties would attach, all
taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good
faith by appropriate and timely proceedings and for which adequate provisions have been established in accordance with GAAP) for which it
may be or become liable or to which any or all of its properties may be or become subject; (b) in the case of each US Borrower, all of its wage
obligations to its employees in compliance with the Fair Labor Standards Act (29 U.S.C. §§ 206-207) or any comparable provisions; and (c)
except to the extent that the nonpayment would not have a Material Adverse Effect, all of its other obligations calling for the payment of
money (except only those so long as and to the extent that the same shall be contested in good faith and for which adequate provisions have
been established in accordance with GAAP) before such payment becomes overdue.

         Section 5.3 . Financial Statements and Information .

          (a)        Quarterly Financials . Borrowers shall deliver to Agent and the Lenders, within forty- five (45) days after the end of each
of the first three quarter-annual periods of each fiscal year of IHS, balance sheets of the Companies as of the end of such period and statements
of income (loss) and cash- flow for the quarter and fiscal year to date periods, all prepared on a Consolidated and consolidating basis, in
accordance with GAAP, and in form and detail satisfactory to Agent and the Lenders and certified by a Financial Officer of IHS.

          (b)       Annual Audit Report . Borrowers shall deliver to Agent and the Lenders, within ninety (90) days after the end of each
fiscal year of IHS, an annual audit report of the Companies for that year prepared on a Consolidated and consolidating basis, in accordance
with GAAP, and in form and detail satisfactory to Agent and the Lenders and certified by an independent public accountant satisfactory to
Agent, which report shall include balance sheets and statements of income (loss), stockholders’ equity and cash-flow for that period.

        (c)         Compliance Certificate . Borrowers shall deliver to Agent and the Lenders, concurrently with the delivery of the financial
statements set forth in subsections (a) and (b) above, a Compliance Certificate.

         (d)        Management Report . Borrowers shall deliver to Agent and the Lenders, concurrently with the delivery of the quarterly and
annual financial statements set forth in subsection (b) above, a copy of any management report, letter or similar writing furnished to the
Companies by the accountants in respect of the Companies’ systems, operations, financial condition or properties.

                                                                       43
          (e)       Shareholder and SEC Documents . Borrowers shall deliver to Agent and the Lenders, as soon as available, copies of all
notices, reports, definitive proxy or other statements and other documents sent by Borrowers to their shareholders, to the holders of any of its
debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Borrowers (in final form)
to any securities exchange or over the counter authority or system, or to the SEC or any similar federal agency having regulatory jurisdiction
over the issuance of any Borrower’s securities.

         (f)       Financial Information of Companies . Borrowers shall deliver to Agent and the Lenders, within ten days of the written
request of Agent or any Lender, such other information about the financial condition, properties and operations of any Company as Agent or
such Lender may from time to time reasonably request, which information shall be submitted in form and detail satisfactory to Agent or such
Lender and certified by a Financial Officer of the Company or Companies in question.

Notwithstanding anything herein to the contrary, after the completion of the IHS IPO, Borrowers shall be required to deliver to Agent and the
Lenders the financial statements, pursuant to subsections (a) and (b) above, within the time period required by the SEC for financial reporting
by public companies.

         Section 5.4 . Financial Records . Each Company shall at all times maintain true and complete records and books of account,
including, without limiting the generality of the foregoing, appropriate provisions for possible losses and liabilities, all in accordance with
GAAP, and at all reasonable times (during normal business hours and upon notice to such Company) permit Agent, or any representative of
Agent, to examine such Company’s books and records and to make excerpts therefrom and transcripts thereof.

         Section 5.5 . Franchises; Change in Business .

         (a)       Each Company (other than a Dormant Subsidiary) shall preserve and maintain at all times its existence, and its rights and
franchises material to its business, except as otherwise permitted pursuant to Section 5.12 hereof.

        (b)       No Company shall engage in any business if, as a result thereof, the general nature of the business of the Companies taken
as a whole would be substantially changed from the general nature of the business the Companies are engaged in on the Closing Date.

        Section 5.6 . ERISA Compliance . No Company shall incur any material accumulated funding deficiency within the meaning of
ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. Borrowers shall furnish to the
Lenders (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable
Event with respect to any ERISA Plan has occurred, a statement of a Financial Officer of such Company, setting forth details as to such
Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable
Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice

                                                                        44
such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any
ERISA Plan administered by such Company; provided that this latter clause shall not apply to notices of general application promulgated by
the PBGC or the Internal Revenue Service. Borrowers shall promptly notify the Lenders of any material taxes assessed, proposed to be
assessed or that Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any
ERISA Plan. As used in this Section 5.6, “material” means the measure of a matter of significance that shall be determined as being an amount
equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company
shall become aware that an ERISA Event shall have occurred, such Company shall provide Agent with notice of such ERISA Event with a
certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled
Group member proposes to take with respect thereto. Borrowers shall, at the request of Agent or any Lender, deliver or cause to be delivered
to Agent or such Lender, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

         Section 5.7 . Financial Covenants .

         (a)       Leverage Ratio . Borrowers shall not suffer or permit at any time the Leverage Ratio to exceed 2.00 to 1.00; provided,
however, that, upon (i) the completion of the IHS IPO, and (ii) the receipt by IHS of net proceeds from the IHS IPO of at least One Hundred
Million Dollars ($100,000,000), Borrowers shall not suffer or permit at any time the Leverage Ratio to exceed 2.50 to 1.00.

         (b)       Fixed Charge Coverage Ratio . Borrowers shall not suffer or permit at any time the Fixed Charge Coverage Ratio to be less
than 1.10 to 1.00.

         Section 5.8 . Borrowing . No Company shall create, incur or have outstanding any Indebtedness of any kind; provided that this
Section 5.8 shall not apply to the following:

         (a)       the Loans, the Letters of Credit and any other Indebtedness under this Agreement;

          (b)       any loans granted to or Capitalized Lease Obligations entered into by any Company for the purchase or lease of fixed assets
(and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the
fixed assets being purchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies
shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding;

         (c)         the Indebtedness existing on the Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this
Section 5.8, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof so long as the principal amount thereof shall
not be increased after the Closing Date);

         (d)       loans to a Company from a Company so long as each such Company is a Credit Party;

                                                                         45



         (e)            Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the
ordinary course of business and not for speculative purposes;

         (f)             Permitted Foreign Subsidiary Loans and Investments; and

         (g)             additional unsecured Indebtedness, so long as the aggregate principal amount of all such Indebtedness for all
Companies shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding, provided that the financial covenants and defaults
under the agreements relating to such Indebtedness (for an aggregate amount of Indebtedness over One Million Dollars ($1,000,000)) shall not
be more restrictive than any such provisions of this Agreement.

        Section 5.9 . Liens . No Company shall create, assume or suffer to exist (upon the happening of a contingency or otherwise) any
Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section 5.9 shall not apply to the
following:

        (a)             Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which
adequate reserves shall have been established in accordance with GAAP;

          (b)           other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (i) were
not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (ii) do not in the aggregate materially
detract from the value of its property or assets or materially impair the use thereof in the operation of its business;
         (c)             Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Credit Party;

         (d)             purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to
Section 5.8 (b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired;

        (e)             the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals,
refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby shall not be increased;

         (f)             easements or other minor defects or irregularities in title of real property not interfering in any material respect with the
use of such property in the business of any Company;

         (g)            any Lien granted to Agent, for the benefit of the Lenders; and

        (h)             other Liens, in addition to the Liens listed above, securing amounts, in the aggregate for all Companies, not to exceed
Five Million Dollars ($5,000,000) and not incurred in connection with the borrowing of money.

                                                                         46
No Company shall enter into any contract or agreement (other than a contract or agreement entered into in connection with the purchase or
lease of fixed assets that prohibits Liens on such fixed assets or a contract or agreement entered into in the ordinary course of business that does
not permit Liens on, or collateral assignment of, the property relating to such contract or agreement) that would prohibit Agent or the Lenders
from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the material property or assets of such
Company.

         Section 5.10 . Regulations T, U and X . No Company shall take any action that would result in any non-compliance of the Loans or
Letters of Credit with Regulations T, U or X, or any other applicable regulation, of the Board of Governors of the Federal Reserve System.

         Section 5.11 . Investments, Loans and Guaranties . No Company shall, without the prior written consent of Agent and the Required
Lenders, (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or
become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan (in cash) to any Person, or (e) be or
become a Guarantor of any kind; provided that this Section 5.11 shall not apply to the following:

                 (i)              any endorsement of a check or other medium of payment for deposit or collection through normal banking
         channels or similar transaction in the normal course of business;

                (ii)           any investment in direct obligations of the United States of America or in certificates of deposit issued by a
         member bank (having capital resources in excess of One Hundred Million Dollars ($100,000,000)) of the Federal Reserve System;

                   (iii)          any investment in commercial paper or securities that at the time of such investment is assigned the highest
         quality rating in accordance with the rating systems employed by either Moody’s or Standard & Poor’s;

                  (iv)           the holding of Subsidiaries listed on Schedule 6.1 hereto and investments therein existing on the Closing Date;

                  (v)           the holding of interests in joint ventures (including any Joint Venture Subsidiary) listed on Schedule 5.11
         hereto and the investments therein existing on the Closing Date;

                   (vi)          the holding of interests in joint ventures (including any Joint Venture Subsidiary) created pursuant to contract
         after the Closing Date so long as all investments therein, together with Permitted Investments, do not in the aggregate exceed Twenty
         Million Dollars ($20,000,000);

                (vii)         investments in, loans to and guaranties of Indebtedness of a Company by or from a Company so long as each
         such Company is a Credit Party;

                                                                        47
                  (viii)         any Permitted Investment or Permitted Foreign Subsidiary Loans and Investments, so long as no Default or
         Event of Default shall then exist or would result therefrom;

                  (ix)            the creation of a Subsidiary, including for the purpose of making an Acquisition permitted by Section 5.13
         hereof, so long as such Subsidiary becomes a Guarantor of Payment promptly following such creation or Acquisition (unless such
         Subsidiary shall be a Joint Venture Subsidiary);

                 (x)           the holding of any Subsidiary as a result of an Acquisition made pursuant to Section 5.13 hereof so long as
         such Subsidiary becomes a Guarantor of Payment promptly following such Acquisition;

                   (xi)           any advance or loan to an officer or employee of a Company as an advance on commissions, travel and other
         items in the ordinary course of business, so long as all such advances and loans from all Companies aggregate not more than the
         maximum principal sum of One Million Dollars ($1,000,000) at any time outstanding; or

                   (xii)         any arms- length distribution or similar contractual arrangement with a Person (other than a Company or an
         Affiliate) where no separate or new legal entity has been created.

          Section 5.12 . Merger and Sale of Assets . No Company shall merge, amalgamate or consolidate with any other Person, or sell, lease
or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of
Default shall then exist or immediately thereafter shall begin to exist:

          (a)            any Domestic Subsidiary (other than a Borrower) may merge with (i) a US Borrower (provided that such US Borrower
shall be the continuing or surviving Person) or (ii) any one or more Domestic Guarantors of Payment;

         (b)            any US Borrower may merge with IHS (provided that IHS shall be the continuing or surviving Person);

         (c)           any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a US Borrower or, except
for a US Borrower, any Domestic Guarantor of Payment;

         (d)            any Company may sell, lease, transfer or otherwise dispose of any of its assets to IHS;

          (e)             any Domestic Subsidiary (other than a Credit Party) may merge with or sell, lease, transfer or otherwise dispose of any
of its assets to any other Domestic Subsidiary;

         (f)            any Foreign Subsidiary may merge or amalgamate with a Credit Party provided that a Credit Party shall be the
continuing or surviving Person and each Borrower shall be a continuing or surviving Person;

                                                                        48
         (g)            any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to a Credit Party;

         (h)             any Foreign Subsidiary (other than a Credit Party) may merge or amalgamate with or sell, lease, transfer or otherwise
dispose of any of its assets to any other Foreign Subsidiary;

         (i)             any Company may sell, lease, transfer or otherwise dispose of any assets (including stock) (i) that are obsolete or no
longer useful in such Company’s business, or (B) in connection with the shutting down or sale of a particular line of business; provided that no
Company shall, without the prior written consent of Agent and the Required Lenders, effect a Significant Asset Disposition (other than
pursuant to subsection (k) hereof);

         (j)            Acquisitions may be effected in accordance with the provisions of Section 5.13 hereof;

         (k)            the Companies may effect a Disposition of the assets listed on Schedule 5.12 hereto;

        (l)            a Domestic Subsidiary (other than a US Borrower) may be liquidated and its assets distributed to a US Borrower or a
Domestic Guarantor of Payment; or

         (m)           a Foreign Subsidiary (other than a Foreign Borrower) may be liquidated and its assets distributed to a Foreign Borrower
or a Foreign Guarantor of Payment.

         Section 5.13 . Acquisitions . No Company shall effect an Acquisition; provided, however, that a Credit Party may effect an
Acquisition so long as:

          (a)            in the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving
entity or the surviving entity shall become a Credit Party immediately following such combination;

         (b)             in the case of a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit
Party shall be the surviving entity or become a Credit Party following the Acquisition;

         (c)            the business to be acquired shall be similar to the lines of business of the Companies;

         (d)            the Companies shall be in full compliance with the Loan Documents both prior to and subsequent to the transaction;

         (e)            no Default or Event of Default shall exist prior to or after giving effect to such Acquisition;

                                                                        49
         (f)             Borrowers shall have provided to Agent and the Lenders, at least twenty (20) days prior to such Acquisition, historical
financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial
Officer of a Borrower showing pro forma compliance with Sections 5.7 and 5.13(h) hereof, both before and after the proposed Acquisition;

         (g)           such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or
the Persons whose equity interests are to be acquired; and

         (h)            the Liquidity Amount shall be no less than Fifteen Million Dollars ($15,000,000) after giving effect to such
Acquisition.

         Section 5.14 . Notice . Each Borrower shall cause a Financial Officer of such Borrower to notify Agent and the Lenders in writing,
within five days after the occurrence of any Default or Event of Default, or if any representation or warranty made in Article VI hereof or
elsewhere in this Agreement or in any Related Writing ceases in any material respect to be true and complete.

          Section 5.15 . Environmental Compliance . Each Company shall comply in all material respects with any and all Environmental
Laws including, without limitation, all Environmental Laws in jurisdictions in which such Company owns or operates a facility or site, arranges
for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or
other wastes or holds any interest in real property or otherwise. Borrowers shall furnish to the Lenders, promptly after receipt thereof, a copy of
any notice such Company may receive from any Governmental Authority or private Person or otherwise that any material litigation or
proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against such Company, any real property in
which such Company holds any interest or any past or present operation of such Company. No Company shall allow the release or disposal of
hazardous waste, solid waste or other wastes on, under or to any real property in which any Company holds any ownership interest or performs
any of its operations, in material violation of any Environmental Law. As used in this Section, “litigation or proceeding” means any demand,
claim, notice, suit, suit in equity action, administrative action, investigation or inquiry whether brought by any Governmental Authority or
private Person or otherwise. Borrowers shall defend, indemnify and hold Agent and the Lenders harmless against all costs, expenses, claims,
damages, penalties and liabilities of every kind or nature whatsoever (including attorneys’ fees) arising out of or resulting from the
noncompliance of any Company with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

          Section 5.16 . Affiliate Transactions . No Company shall, directly or indirectly, enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (other
than a Company that is a Credit Party) on terms that shall be less favorable to such Company than those that might be obtained at the time in a
transaction with a non-Affiliate; provided, however, that the foregoing shall not prohibit the payment of customary and reasonable directors’
fees to directors who are not employees of a Company or an Affiliate.

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         Section 5.17 . Use of Proceeds . Borrowers’ use of the proceeds of the Loans shall be solely for working capital and other general
corporate purposes of the Companies and for Acquisitions.

        Section 5.18 . Corporate Names . No Company shall change its corporate name or its state of organization, unless, in each case,
Administrative Borrower shall have provided Agent and the Lenders with at least ten (10) days prior written notice thereof.

         Section 5.19 . Restricted Payments . No Company shall make or commit itself to make any Restricted Payment, except that such
Company may make a Restricted Payment so long as no Default or Event of Default shall exist or would exist immediately after giving effect
to such proposed action.

         Section 5.20 . Subsidiary Guaranties .

         (a)            Domestic Subsidiary Guaranties . Each Domestic Subsidiary of a Company (that is not a Dormant Subsidiary) created,
acquired or held subsequent to the Closing Date, shall immediately execute and deliver to Agent, for the benefit of the Lenders, a Guaranty of
Payment of all of the Obligations, such agreements to be in form and substance acceptable to Agent, along with any such other supporting
documentation, corporate governance and authorization documents, and an opinion of counsel as may be deemed necessary or advisable by
Agent.

           (b)            Foreign Subsidiary Guaranties . So long as there shall be no adverse tax consequences, each Foreign Subsidiary that
(i) is not a Credit Party and (ii) (A) the amount of the Non-Credit Party Exposure with respect to such Foreign Subsidiary exceeds One Million
Dollars ($1,000,000) or (B) the amount of the Non-Credit Party Exposure with respect to all such Foreign Subsidiaries exceeds Five Million
Dollars ($5,000,000) at any time, shall execute and deliver to Agent, for the benefit of the Lenders, a Guaranty of Payment of the Obligations
of such Foreign Borrower in an amount equal to no less than the amount of Non-Credit Party Exposure (to the extent not prohibited by law)
with respect to such Foreign Subsidiary, and Administrative Borrower shall deliver to Agent such other supporting documentation, corporate
governance and authorization documents, and an opinion of counsel as may be deemed necessary or advisable by Agent, provided that, if the
execution and delivery of such Guaranty of Payment under the laws of such foreign jurisdiction is impractical or cost prohibitive, in the opinion
of Agent, after consultation with Administrative Borrower, then Agent may forego such Guaranty of Payment in such foreign jurisdiction.

          (c)              Joint Venture Subsidiary Guaranties . Anything in this Section to the contrary notwithstanding, no Joint Venture
Subsidiary shall be required to execute a Guaranty of Payment, provided that (i) no Joint Venture Subsidiary shall own, directly or indirectly, in
full or in part, any other Subsidiary; (ii) no Joint Venture Subsidiary may receive any advances or loans unless permitted pursuant to
Section 5.11(v) or (vi) hereof; (iii) no other Company may make any investment in a Joint Venture Subsidiary unless permitted pursuant to
Section 5.11(v) or (vi) hereof; (iv) no Company shall guarantee any Indebtedness of a Joint Venture Subsidiary; and (v)

                                                                       51
IHS shall provide written notice to Agent and the Lenders of the creation of any Joint Venture Subsidiary.

          Section 5.21 . Restrictive Agreements . Except as set forth in this Agreement, Borrowers shall not, and shall not permit any of their
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the
ability of any Subsidiary to (a) make, directly or indirectly, any Capital Distribution to any Borrower, (b) make, directly or indirectly, loans or
advances or capital contributions to any Borrower or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary to any
Borrower; except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment
provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, or (iii) customary
restrictions in security agreements or mortgages securing Indebtedness or Capitalized Lease Obligations, of a Company to the extent such
restrictions shall only restrict the transfer of the property subject to such security agreement, mortgage or lease.

         Section 5.22 . Amendment of Organizational Documents . No Company shall amend its Organizational Documents, if it would have
a Material Adverse Effect, without the prior written consent of Agent.

          Section 5.23 . Negative Pledge on IHS Stock . IHS shall not suffer or permit any Lien to exist upon the capital stock or other equity
interest of IHS owned (or held for the benefit of) TBG Holdings N.V. or any affiliate thereof.

                                         ARTICLE VI . REPRESENTATIONS AND WARRANTIES

          Section 6.1 . Corporate Existence; Subsidiaries; Foreign Qualification . Each Credit Party is duly organized, validly existing and in
good standing under the laws of its state or jurisdiction of incorporation or organization, and is duly qualified and authorized to do business and
is in good standing as a foreign entity in the jurisdictions set forth opposite its name on Schedule 6.1 hereto, which are all of the states or
jurisdictions where the character of its property or its business activities makes such qualification necessary, except where a failure to qualify
will not result in a Material Adverse Effect. Schedule 6.1 hereto sets forth, as of the Closing Date, each Subsidiary of a Borrower (and whether
such Subsidiary is a Dormant Subsidiary) and each Person that is an owner of a Borrower’s stock, its state of formation, its relationship to each
Borrower, including the percentage of each class of stock (or membership interests) owned by a Company or the percentage of stock or other
equity interest of a Borrower owned by it, the location of its chief executive office and its principal place of business. Except as set forth in
Schedule 6.1 , on the date hereof, each Borrower owns all of the equity interests of each of its Subsidiaries.

         Section 6.2 . Corporate Authority . Each Company has the right and power and is duly authorized and empowered to enter into,
execute and deliver the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan
Documents to which each Company is a party have been duly authorized and approved by such Company’s

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board of directors or other governing body, as applicable, and are the valid and binding obligations of such Company, enforceable against such
Company in accordance with their respective terms. The execution, delivery and performance of the Loan Documents will not conflict with,
result in any breach in any of the provisions of, constitute a default under, or result in the creation of any Lien (other than Liens permitted under
Section 5.9 hereof) upon any assets or property of any Company under, the provisions of, such Company’s Organizational Documents or any
agreement.

         Section 6.3 . Compliance with Laws and Contracts . Each Company:

        (a)          holds all material permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals
from any Governmental Authority necessary for the conduct of its business and is in compliance with all applicable laws relating thereto;

         (b)            is in material compliance with all federal, state, local, or foreign applicable statutes, rules, regulations, and orders
including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices; and

        (c)             is not in violation of or in default under any agreement to which it is a party or by which its assets are subject or bound,
except with respect to any violation or default that would not have a Material Adverse Effect.

          Section 6.4 . Litigation and Administrative Proceedings . Except as disclosed on Schedule 6.4 hereto, there are (a) no lawsuits,
actions, investigations, or other proceedings pending or, to the knowledge of Administrative Borrower, threatened against any Company, or in
respect of which any Company may have any liability, in any court or before any Governmental Authority, arbitration board, or other tribunal,
(b) no orders, writs, injunctions, judgments, or decrees of any court or government agency or instrumentality to which any Company is a party
or by which the property or assets of any Company are bound, and (c) no grievances, disputes, or controversies outstanding with any union or
other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining, that, as
to (a) through (c) above, if violated or determined adversely, would have a Material Adverse Effect.

         Section 6.5 . Title to Assets . Each Company has good title to and ownership o f substantially all property it purports to own, which
property is free and clear of all Liens, except those permitted under Section 5.9 hereof.

          Section 6.6 . Liens and Security Interests . On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof,
(a) there is and will be no U.C.C. Financing Statement or similar notice of Lien outstanding covering any personal property of any Company,
(b) there is and will be no mortgage outstanding covering any real property of any Company; and (c) no real or personal property of any
Company is subject to any security interest or Lien of any kind other than any security interest or Lien that may be granted to Agent, for the
benefit of the Lenders. No Company has entered into any contract or agreement (other than a contract or agreement entered into in connection
with the purchase or lease of fixed assets that prohibits

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Liens on such fixed assets or a contract or agreement entered into in the ordinary course of business that does not permit Liens on, or collateral
assignment of, the property relating to such contract or agreement) that exists on or after the Closing Date that would prohibit Agent or the
Lenders from acquiring a Lien on, or a collateral assignment of, any of the property or assets of any Company.

          Section 6.7 . Tax Returns . All federal, state, provincial and local tax returns and other reports required by law to be filed in respect
of the income, business, properties and employees of each Company have been filed and all taxes, assessments, fees and other governmental
charges that are due and payable have been paid, except as otherwise permitted herein. The provision for taxes on the books of each Company
is adequate for all years not closed by applicable statutes and for the current fiscal year.

           Section 6.8 . Environmental Laws . Each Company is in substantial compliance with all Environmental Laws, including, without
limitation, all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site,
arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport
any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise. Except as disclosed on
Schedule 6.8 hereto, no material litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or,
to the best knowledge of each Company, threatened, against any Company, any real property in which any Company holds or has held an
interest or any past or present operation of any Company. Except as disclosed on Schedule 6.8 hereto, no material release, threatened release
or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being cleaned up in
accordance with Environmental Laws), on, under or to any real property in which any Company holds any interest or performs any of its
operations, in violation of any Environmental Law. As used in this Section 6.8, “litigation or proceeding” means any demand, claim, notice,
suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any Governmental Authority or private Person, or
otherwise.

         Section 6.9 . Continued Business . There exists no actual, pending, or, to each Borrower’s knowledge, any threatened termination,
cancellation or limitation of, or any modification or change in the business relationship of any Company and any customer or supplier, or any
group of customers or suppliers of any Company, that would have a Material Adverse Effect.

         Section 6.10 . Employee Benefits Plans . Schedule 6.10 hereto identifies each ERISA Plan as of the Closing Date covering
employees of a Company. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made
of all amounts that a Controlled Group member is required, under applicable law or under t he governing documents, to have paid as a
contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been
fully funded to the extent required by law, based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully
reserved for on its financial statements. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the
ERISA Plan and any associated trust operationally comply in all material respects with the applicable

                                                                        54
requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as
currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period”
available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may
rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that
the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any
cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for
which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code
Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no
contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated
benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting
Standards No. 87, “Employers’ Accounting for Pensions”) does not, in any material way, exceed the fair market value of Pension Plan assets.

         Section 6.11 . Consents or Approvals . No consent, approval or authorization of, or filing, registration or qualification with, any
Governmental Authority or any other Person is required to be obtained or completed by any Company in connection with the execution,
delivery or performance of any of the Loan Documents, that has not already been obtained or completed.

         Section 6.12 . Solvency .

          (a)             US Borrowers . Each US Borrower has received consideration that is the reasonable equivalent value of the
obligations and liabilities that such Borrower has incurred to Agent and the Lenders. No US Borrower is insolvent as defined in any applicable
state, federal or relevant foreign statute, nor will such US Borrower be rendered insolvent by the execution and delivery of the Loan Documents
to Agent and the Lenders. No US Borrower is engaged or about to engage in any business or transaction for which the assets retained by it are
or will be an unreasonably small amount of capital, taking into consideration the obligations to Agent and the Lenders incurred hereunder. No
US Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

         (b)              Foreign Borrowers . Each Foreign Borrower has received consideration that is the reasonable equivalent value of the
obligations and liabilities that such Foreign Borrower has incurred to the Lenders. No Foreign Borrower is insolvent as defined in any
applicable state, federal or relevant foreign statute, nor will such Foreign Borrower be rendered insolvent by the execution and delivery of the
Loan Documents to Agent and the Lenders. No Foreign Borrower has liabilities, including contingent liabilities, greater than its assets. No
Foreign Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

      Section 6.13 . Financial Statements . The audited Consolidated financial statements of IHS Group for the fiscal year ended
November 30, 2003 and the unaudited Consolidated

                                                                       55
financial statements of IHS Group for the fiscal quarter ended August 31, 2004 furnished to Agent and the Lenders, are true and complete, have
been prepared in accordance with GAAP (except with respect to the absence of footnotes), and fairly present the financial condition of the
Companies included in the consolidation as of the dates of such financial statements and the results of their operations for the periods then
ending. Since the dates of such statements, there has been no material adverse change in the financial condition, properties or business of the
Companies taken as a whole or any change in the accounting procedures of the Companies.

          Section 6.14 . Regulations . No Company is engaged principally or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any “margin stock” (within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System of the United States of America). Neither the granting of any Loan (or any conversion thereof) or Letter of Credit nor
the use of the proceeds of any Loan or Letter of Credit will violate, or be inconsistent with, the provisions of Regulation T, U or X or any other
Regulation of such Board of Governors.

           Section 6.15 . Material Agreements . Except as disclosed on Schedule 6.15 hereto, on the Closing Date, no Company is a party to
any (a) debt instrument (excluding the Loan Documents); (b) lease (capital, operating or otherwise), whether as lessee or lessor thereunder;
(c) contract, commitment, agreement, or other arrangement involving the purchase or sale of any inventory by it, or the license of any right to
or by it; (d) contract, commitment, agreement, or other arrangement with any of its “Affiliates” (as such term is defined in the Securities
Exchange Act of 1934, as amended) other than a Company; (e) management or employment contract or contract for personal services with any
of its Affiliates that is not otherwise terminable at will or on less than ninety (90) days’ notice without liability; (f) collective bargaining
agreement; or (g) other contract, agreement, understanding, or arrangement with a third party that, as to subsections (a) through (g), above, if
violated, breached, or terminated for any reason, would have a Material Adverse Effect.

         Section 6.16 . Intellectual Property . Each Company owns or has the right to use all of the material patents, patent applications,
industrial designs, trademarks, service marks, copyrights and licenses, and rights with respect to the foregoing, necessary for the conduct of its
business without any known conflict with the rights of others.

         Section 6.17 . Insurance . Each Company maintains with financially sound and reputable insurers insurance with coverage and limits
as required by law and as is customary with Persons engaged in the same businesses as the Companies. Schedule 6.17 hereto sets forth all
insurance carried by the Companies on the Closing Date, setting forth in detail the amount and type of such insurance.

        Section 6.18 . Accurate and Complete Statements . Neither the Loan Documents nor any written statement made by any Company in
connection with any of the Loan Documents contains any untrue statement of a material fact or omits a material fact necessary to make the
statements contained therein or in the Loan Documents not misleading. After due inquiry by Borrowers, there is no known fact that any
Company has not disclosed to Agent and the Lenders that has or is likely to have a Material Adverse Effect.

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         Section 6.19 . Investment Company; Holding Company . No Company is (a) an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to regulation under the
Public Utility Holding Company Act of 1935 or the Federal Power Act, each as amended, or any foreign, federal, state or local statute or
regulation limiting its ability to incur Indebtedness.

         Section 6.20 . Defaults . No Default or Event of Default exists hereunder, nor will any begin to exist immediately after the execution
and delivery hereof.

                                                    ARTICLE VII. EVENTS OF DEFAULT

         Each of the following shall constitute an Event of Default hereunder:

         Section 7.1 . Payments . If (a) the interest on any Loan or any facility or other fee shall not be paid in full when due and payable or
within five days thereafter, or (b) the principal of any Loan or any obligation under any Letter of Credit shall not be paid in full when due and
payable.

         Section 7.2 . Special Covenants . If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13,
5.19 or 5.20 hereof.

          Section 7.3 . Other Covenants . If any Company shall fail or omit to perform and observe any agreement or other provision (other
than those referred to in Section 7.1 or 7.2 hereof) contained or referred to in this Agreement or any Related Writing that is on such Company’s
part to be complied with, and that Default shall not have been fully corrected within twenty (20) days after the giving of written notice thereof
to Administrative Borrower by Agent or the Required Lenders that the specified Default is to be remedied.

         Section 7.4 . Representations and Warranties . If any representation or warranty made in or pursuant to this Agreement or any
Related Writing furnished by any Company to the Lenders or any thereof or any other holder of any Note, shall be false or erroneous in any
material respect when made.

         Section 7.5 . Cross Default . If any Company shall default in the payment of principal or interest due and owing upon any other
obligation for borrowed money in excess of the aggregate, for all such obligations of all such Companies, of Five Million Dollars ($5,000,000),
beyond any period of grace provided with respect thereto or in the performance or observance of any other agreement, term or condition
contained in any agreement under which such obligation is created, if the effect of such default is to allow the acceleration of the maturity of
such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.

          Section 7.6 . ERISA Default . The occurrence of one or more ERISA Events that (a) could have a Material Adverse Effect, or
(b) results in a Lien on any of the assets of any Company.

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         Section 7.7 . Change in Control . If any Change in Control shall occur.

         Section 7.8 . Money Judgment . A final judgment or order for the payment of money shall be rendered against any Company by a
court of competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively
stayed) of thirty (30) days after the date on which the right to appeal has expired , provided that the aggregate of all such judgments, for all
such Companies, shall exceed One Million Dollars ($1,000,000).

         Section 7.9 . Material Adverse Change . There shall have occurred any condition or event that has or is reasonably likely to have a
Material Adverse Effect.

         Section 7.10 . Validity of Loan Documents . (a) Any material provision of any Loan Document shall at any time for any reason
cease to be valid, binding and enforceable against any Credit Party; (b) the validity, binding effect or enforceability of any Loan Document
against any Credit Party shall be contested by any Credit Party; (c) any Credit Party shall deny that it has any or further liability or obligation
under any Loan Document ; or (d) any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or
in any way cease to give or provide to Agent and the Lenders the benefits purported to be created thereby. In addition to any other material
Loan Documents, this Agreement, each Note and each Guaranty of Payment shall be deemed to be “material”.

         Section 7.11 . Discontinue Business . If any Company with assets over One Million Dollars ($1,000,000) shall, except as permitted
pursuant to Sections 5.5 or 5.12 hereof, discontinue business.

          Section 7.12 . Solvency of Certain Companies . If any Company (other than a Dormant Subsidiary or a Credit Party) with assets of
less than One Million Dollars ($1,000,000) shall engage in or permit to occur (whether voluntarily or involuntarily) any of the activities set
forth in Section 7.13 hereof.

          Section 7.13 . Solvency . If any Credit Party or any other Company with assets over One Million Dollars ($1,000,000) shall
(a) generally not pay its debts as such debts become due, (b) make a general assignment for the benefit of creditors, (c) apply for or consent to
the appointment of an interim receiver, a receiver and manager, an administrator, sequestrator, monitor, a custodian, a trustee, an interim trustee
or liquidator of all or a substantial part of its assets or of such Company, (d) be adjudicated a debtor or insolvent or have entered against it an
order for relief under Title 11 of the United States Code, or under any other bankruptcy insolvency, liquidation, winding- up, corporate or
similar statute or law, foreign, federal, state or provincial, in any applicable jurisdiction, now or hereafter existing, as any of the foregoing may
be amended from time to time, or other applicable statute for jurisdictions outside of the United States, as the case may be, (e) file a voluntary
petition in bankruptcy, or file a proposal or notice of intention to file a proposal or have an involuntary proceeding filed against it and the same
shall continue undismissed for a period of sixty (60) days from commencement of such proceeding or case, or file a petition or an answer or an
application or a proposal seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law

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(whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, or admit (by answer, by default or
otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether
federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, (f) suffer or permit to continue unstayed and in
effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition or an
application or a proposal seeking its reorganization or appoints an interim receiver, a receiver and manager, an administrator, custodian, trustee,
interim trustee or liquidator of all or a substantial part of its assets, or of such Company, (g) have an administrative receiver appointed over the
whole or substantially the whole of its assets, or (h) have a moratorium declared in respect of any of its Indebtedness, or any analogous
procedure or step is taken in any jurisdiction.

                                                 ARTICLE VIII. REMEDIES UPON DEFAULT

         Notwithstanding any contrary provision or inference herein or elsewhere:

         Section 8.1 . Optional Defaults . If any Event of Default referred to in Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10, 7.11 or
7.12 hereof shall occur, Agent may, with the consent of the Required Lenders, and shall, at the written request of the Required Lenders, give
written notice to Borrowers to:

         (a)           terminate the Commitment, if not previously terminated, and, immediately upon such election, the obligations of the
Lenders, and each thereof, to make any further Loan and the obligation of the Fronting Lender to issue any Letter of Credit immediately shall
be terminated; and/or

         (b)             accelerate the maturity of all of the Obligations (if the Obligations are not already due and payable), whereupon all of
the Obligations shall become and thereafter be immediately due and payable in full without any presentment or demand and without any further
or other notice of any kind, all of which are hereby waived by each Borrower.

         Section 8.2 . Automatic Defaults . If any Event of Default referred to in Section 7.13 hereof shall occur:

         (a)             all of the Commitment shall automatically and immediately terminate, if not previously terminated, and no Lender
thereafter shall be under any obligation to grant any further Loan, nor shall the Fronting Lender be obligated to issue any Letter of Credit; and

        (b)            the principal of and interest then outstanding on all of the Loans, and all of the other Obligations, shall thereupon
become and thereafter be immediately due and payable in full (if the Obligations are not already due and payable), all without any presentment,
demand or notice of any kind, which are hereby waived by each Borrower.

       Section 8.3 . Letters of Credit . If the maturity of the Obligations shall be accelerated pursuant to Section 8.1 or 8.2 hereof, US
Borrowers shall immediately deposit with Agent, as

                                                                         59
security for the obligations of US Borrowers and any Domestic Guarantor of Payment to reimburse Agent and the Lenders for any then
outstanding Letters of Credit, cash equal to the sum of the aggregate undrawn balance of any then outstanding Letters of Credit. Agent and the
Lenders are hereby authorized, at their option, to deduct any and all such amounts from any deposit balances then owing by any Lender (or any
affiliate of such Lender, wherever located) to or for the credit or account of any US Borrower or Domestic Guarantor of Payment, as security
for the obligations of US Borrowers and any Domestic Guarantor of Payment to reimburse Agent and the Lenders for any then outstanding
Letters of Credit.

         Section 8.4 . Offsets . If there shall occur or exist any Event of Default referred to in Section 7.13 hereof or if the maturity of the
Obligations is accelerated pursuant to Section 8.1 or 8.2 hereof, each Lender shall have the right at any time to set off against, and to
appropriate and apply toward the payment of, any and all of the Obligations then owing by a Borrower or Guarantor of Payment to such Lender
(including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2 or 8.5 hereof), whether or not the same
shall then have matured, any and all deposit (general or special) balances and all other Indebtedness then held or owing by such Lender
(including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or account of
such Borrower or Guarantor of Payment, all without notice to or demand upon such Borrower or any other Person, all such notices and
demands being hereby expressly waived by each Borrower.

          Section 8.5 . Equalization Provision . Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage
over the other Lenders or any thereof in respect of the Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of
notice to participate and except under Article III hereof), it shall purchase from the other Lenders, for cash and at par, such additional
participation in the Obligations as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional
participation as aforesaid shall be recovered in whole or in part from the Lender receiving the Advantage, each such purchase shall be
rescinded, and the purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the
Advantage to the Person recovering the Advantage from such Lender) ratably to the extent of the recovery. Each Lender further agrees with
the other Lenders that if it at any time shall receive any payment for or on behalf of any Borrower on any Indebtedness owing by any Borrower
to that Lender (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, by
counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise) it will apply such payment first to any
and all Obligations owing by such Borrower to that Lender (including, without limitation, any participation purchased or to be purchased
pursuant to this Section 8.5 or any other Section of this Agreement). Each Credit Party agrees that any Lender so purchasing a participation
from the other Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.

         Section 8.6 . Other Remedies . The remedies in this Article VIII are in addition to, not in limitation of, any other right, power,
privilege, or remedy, either in law, in equity, or otherwise, to which the Lenders may be entitled. Agent shall exercise the rights under this
Article VIII and

                                                                        60
all other collection efforts on behalf of the Lenders and no Lender shall act independently with respect thereto, except as otherwise specifically
set forth in this Agreement.

                                                          ARTICLE IX. THE AGENT

         The Lenders authorize KeyBank National Association and KeyBank National Association hereby agrees to act as agent for the
Lenders in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the following terms and
conditions:

         Section 9.1 . Appointment and Authorization . Each Lender hereby irrevocably appoints and authorizes Agent to take such action as
agent on its behalf and to exercise such powers hereunder as are delegated to Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. Neither Agent nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any
action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful
misconduct (as determined by a court of competent jurisdiction), or be responsible in any manner to any of the Lenders for the effectiveness,
enforceability, genuineness, validity or due execution of this Agreement or any other Loan Documents, (b) be under any obligation to any
Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part
of Borrowers or any other Company, or the financial condition of Borrowers or any other Company, or (c) be liable to any of the Companies
for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation,
administration or collection of the Loans or Letters of Credit or any of the Loan Documents.

         Section 9.2 . Note Holders . Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have
been filed with Agent, signed by such payee and in form satisfactory to Agent.

         Section 9.3 . Consultation With Counsel . Agent may consult with legal counsel selected by Agent and shall not be liable for any
action taken or suffered in good faith by Agent in accordance with the opinion of such counsel.

         Section 9.4 . Documents . Agent shall not be under any duty to examine into or pass upon the validity, effectiveness, genuineness or
value of any Loan Document or any other Related Writing furnished pursuant hereto or in connection herewith or the value of any collateral
obtained hereunder, and Agent shall be entitled to assume that the same are valid, effective and genuine and what they purport to be.

         Section 9.5 . Agent and Affiliates . With respect to the Loans, Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not Agent, and Agent and its affiliates may accept deposits from, lend money to and
generally engage in any kind of business with any Company or any Affiliate.

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         Section 9.6 . Knowledge of Default . It is expressly understood and agreed that Agent shall be entitled to assume that no Default or
Event of Default has occurred, unless Agent has been notified by a Lender in writing that such Lender believes that a Default or Event of
Default has occurred and is continuing and specifying the nature thereof or has been notified by a Borrower pursuant to Section 5.14 hereof.

          Section 9.7 . Action by Agent . Subject to the other terms and conditions hereof, so long as Agent shall be entitled, pursuant to
Section 9.6 hereof, to assume that no Default or Event of Default shall have occurred and be continuing, Agent shall be entitled to use its
discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining
from taking any action or actions that it may be able to take under or in respect of, this Agreement. Agent shall incur no liability under or in
respect of this Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed by it to be genuine or authentic
or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its
judgment, or that may seem to it to be necessary or desirable in the premises.

         Section 9.8 . Notice of Default . In the event that Agent shall have acquired actual knowledge of any Default or Event of Default,
Agent shall promptly notify the Lenders and shall take such action and assert such rights under this Agreement as the Required Lenders shall
direct and Agent shall inform the other Lenders in writing of the action taken. Agent may take such action and assert such rights as it deems to
be advisable, in its discretion, for the protection of the interests of the holders of the Obligations.

         Section 9.9 . Release of Guarantor of Payment . In the event of a transfer of assets permitted by Section 5.12 hereof (or otherwise
permitted pursuant to this Agreement), Agent, at the request and expense of Borrower, is hereby authorized by the Lenders to release a
Guarantor of Payment in connection with such permitted transfer.

          Section 9.10 . Indemnification of Agent . The Lenders agree to indemnify Agent (to the extent not reimbursed by Borrowers)
ratably, according to their respective Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document
or any action taken or omitted by Agent with respect to this Agreement or any Loan Document, provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or
disbursements resulting from Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction, or from any
action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document.

        Section 9.11 . Successor Agent . Agent may resign as agent hereunder by giving not fewer than thirty (30) days prior written notice
to Borrowers and the Lenders. If Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders (with the consent of Administrative Borrower so long

                                                                        62
as an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so
appointed and approved within the thirty (30) day period following Agent’s notice to the Lenders of its resignation, then Agent shall appoint a
successor agent that shall serve as agent until such time as the Required Lenders appoint a successor agent. Upon its appointment, such
successor agent shall succeed to the rights, powers and duties as agent, and the term “Agent” shall mean such successor effective upon its
appointment, and the former agent’s rights, powers and duties as agent shall be terminated without any other or further act or deed on the part
of such former agent or any of the parties to this Agreement.

        Section 9.12 . Other Agents . As used in this Agreement, the term “Agent” shall only include Agent. Neither Co-Documentation
Agent shall have any rights, obligations or responsibilities hereunder in such capacity.

                                                       ARTICLE X. MISCELLANEOUS

          Section 10.1 . Lenders’ Independent Investigation . Each Lender, by its signature to this Agreement, acknowledges and agrees that
Agent has made no representation or warranty, express or implied, with respect to the creditworthiness, financial condition, or any other
condition of any Company or with respect to the statements contained in any information memorandum furnished in connection herewith or in
any other oral or written communication between Agent and such Lender. Each Lender represents that it has made and shall continue to make
its own independent investigation of the creditworthiness, financial condition and affairs of the Companies in connection with the extension of
credit hereunder, and agrees that Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any
credit or other information with respect thereto (other than such notices as may be expressly required to be given by Agent to the Lenders
hereunder), whether coming into its possession before the first Credit Event hereunder or at any time or times thereafter. Each Lender further
represents that it has reviewed each of the Loan Documents.

         Section 10.2 . No Waiver; Cumulative Remedies . No omission or course of dealing on the part of Agent, any Lender or the holder
of any Note in exercising any right, power or remedy hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder or under any of the Loan Documents. The remedies herein provided are cumulative and in addition to any
other rights, powers or privileges held by operation of law, by contract or otherwise.

         Section 10.3 . Amendments, Consents . No amendment, modification, termination, or waiver of any provision of any Loan
Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and
then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the
contrary notwithstanding, unanimous consent of the Lenders shall be required with respect to (a) any increase in the Commitment hereunder
(except as specified in Section 2.9(b) hereof), (b) the extension of maturity of the Loans, the payment

                                                                        63
date of interest or scheduled principal thereunder, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction
in the rate of interest on the Loans (provided that the institution of the Default Rate and a subsequent removal o f the Default Rate shall not
constitute a decrease in interest rate of this Section 10.3), or in any amount of scheduled principal or interest due on any Loan, or the payment
of facility or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Lenders
hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (e) the
release of any Borrower or Guarantor of Payment, except as specifically permitted hereunder, or (f) any amendment to this Section 10.3 or
Section 8.5 hereof. Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the
Lenders. Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as
authorized by this Section, regardless of its failure to agree thereto.

          Section 10.4 . Notices . All notices, requests, demands and other communications provided for hereunder shall be in writing and, if
to a Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement (including a courtesy
notice to Stephen Green, Esq., mailed or delivered to him, addressed to him at 1350 Avenue of the Americas, Suite 840, New York, New York
10019, provided that a failure to give such courtesy notice shall have no legal effect hereunder), if to a Lender, mailed or delivered to it,
addressed to the address of such Lender specified on the signature pages of this Agreement, or, as to each party, at such other address as shall
be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other
communications provided for hereunder shall be given by overnight delivery or first class mail with postage prepaid by registered or certified
mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt (and confirmation copy by mail or overnight
delivery), except that all notices hereunder shall not be effective until received.

          Section 10.5 . Costs, Expenses and Taxes . US Borrowers agree to pay on demand all costs and expenses of Agent, including but not
limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and
expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan
Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder,
(b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to
be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and
of local counsel, if any, who may be retained by said special counsel with respect thereto. US Borrowers also agree to pay on demand all costs
and expenses of Agent and the Lenders, including reasonable attorneys’ fees, in connection with the restructuring or enforcement of the
Obligations, this Agreement or any Related Writing. In addition, US Borrowers and any other appropriate Borrower shall pay any and all
stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the
execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agree to hold Agent
and each Lender harmless from and against any

                                                                       64
and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees.

          Section 10.6 . Indemnification . Each US Borrower, and each Foreign Borrower to the extent relating to the Loans and other credit
extensions to such Foreign Borrower, agrees to defend, indemnify and hold harmless Agent and the Lenders (and their respective affiliates,
officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including reasonable attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against Agent or any Lender in connection with any investigative, administrative or judicial proceeding (whether or
not such Lender or Agent shall be designated a party thereto) or any other claim by any Person relating to or arising out of any Loan Document
or any actual or proposed use of proceeds of the Loans or any o f the Obligations, or any activities of any Company or its Affiliates; provided
that no Lender nor Agent shall have the right to be indemnified under this Section 10.6 for its own gross negligence or willful misconduct as
determined by a court of competent jurisdiction. All obligations provided for in this Section 10.6 shall survive any termination of this
Agreement.

         Section 10.7 . Obligations Several; No Fiduciary Obligations . The obligations of the Lenders hereunder are several and not joint.
Nothing contained in this Agreement and no action taken by Agent or the Lenders pursuant hereto shall be deemed to constitute Agent or the
Lenders a partnership, association, joint venture or other entity. No default by any Lender hereunder shall excuse the other Lenders from any
obligation under this Agreement; but no Lender shall have or acquire any additional obligation of any kind by reason of such default. The
relationship between Borrowers and the Lenders with respect to the Loan Documents and the Related Writings is and shall be solely that of
debtors and creditors, respectively, and neither Agent nor any Lender shall have any fiduciary obligation toward any Credit Party with respect
to any such documents or the transactions contemplated thereby.

          Section 10.8 . Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts and by facsimile signature, each of which counterparts when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the same agreement.

         Section 10.9 . Binding Effect; Borrowers’ Assignment . This Agreement shall become effective when it shall have been executed by
each Borrower, Agent and each Lender and thereafter shall be binding upon and inure to the benefit of each Borrower, Agent and each of the
Lenders and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of Agent and all of the Lenders.

         Section 10.10 . Lender Assignments .

        (a)              Assignments of Commitments . Each Lender shall have the right at any time or times to assign to an Eligible
Transferee (other than to a Lender that shall not be in compliance with this Agreement), without recourse, all or a percentage of all of the
following: (i) such

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Lender’s Commitment, (ii) all Loans made by that Lender, (iii) such Lender’s Notes, and (iv) such Lender’s interest in any Letter of Credit or
Swing Loan, and any participation purchased pursuant to Section 2.2 or 8.5 hereof.

         (b)            Prior Consent . No assignment may be consummated pursuant to this Section 10.10 without the prior written consent
of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible
Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender,
or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided, however, that the
consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then
exist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its
rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations
hereunder.

        (c)             Minimum Amount . Each such assignment shall be in a minimum amount of the lesser of Ten Million Dollars
($10,000,000) of the assignor’s Commitment and interest herein, or the entire amount of the assignor’s Commitment and interest herein.

         (d)            Assignment Fee . Unless the assignment shall be to an affiliate of the assignor or the assignment shall be due to
merger of the assignor or for regulatory purposes, either the assignor or the assignee shall remit to Agent, for its own account, an administrative
fee of Three Thousand Five Hundred Dollars ($3,500).

         (e)            Assignment Agreement . Unless the assignment shall be due to merger of the assignor or a collateral assignment for
regulatory purposes, the assignor shall (i) cause the assignee to execute and deliver to Administrative Borrower and Agent an Assignment
Agreement, and (ii) execute and deliver, or cause the assignee to execute and deliver, as the case may be, to Agent such additional
amendments, assurances and other writings as Agent may reasonably require.

          (f)            Non-U.S. Assignee . If the assignment is to be made to an assignee that is organized under the laws of any jurisdiction
other than the United States or any state thereof, the assignor Lender shall cause such assignee, at least five Business Days prior to the effective
date of such assignment, (i) to represent to the assignor Lender (for the benefit of the assignor Lender, Agent and Borrowers) that under
applicable law and treaties no taxes will be required to be withheld by Agent, Borrowers or the assignor with respect to any payments to be
made to such assignee in respect of the Loans hereunder, (ii) to furnish to the assignor Lender (and, in the case of any assignee registered in the
Register (as defined below), Agent and Borrowers) either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service
Form W-8BEN, as applicable (wherein such assignee claims entitlement to complete exemption from U.S. federal withholding tax on all
interest payments hereunder), and (iii) to agree (for the benefit of the assignor, Agent and Borrowers) to provide to the assignor Lender (and, in
the case of any assignee registered in the Register, to Agent and Borrowers) a new Form W-8ECI or Form W-8BEN, as applicable, upon the
expiration or obsolescence of any previously delivered form

                                                                        66
and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such
assignee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

          (g)            Deliveries by Borrowers . Upon satisfaction of all applicable requirements specified in subsections (a) through
(f) above, Borrowers shall execute and deliver (i) to Agent, the assignor and the assignee, any consent or release (of all or a portion of the
obligations of the assignor) required to be delivered by Borrowers in connection with the Assignment Agreement, and (ii) to the assignee and
the assignor, if applicable, an appropriate Note or Notes. After delivery of the new Note or Notes, the assignor’s Note or Notes being replaced
shall be returned to Borrowers marked “replaced”.

           (h)             Effect of Assignment . Upon satisfaction of all applicable requirements set forth in subsections (a) through (g) above,
and any other condition contained in this Section 10.10, (i) the assignee shall become and thereafter be deemed to be a “Lender” for the
purposes of this Agreement, (ii) the assignor shall be released from its obligations hereunder to the extent that its interest has been assigned,
(iii) in the event that the assignor’s entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to
be a “Lender” and (iv) the signature pages hereto and Schedule 1 hereto shall be automatically amended, without further action, to reflect the
result of any such assignment.

         (i)             Agent to Maintain Register . Agent shall maintain at the address for notices referred to in Section 10.4 hereof a copy
of each Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and Borrowers, Agent and the Lenders may treat each Person whose name is recorded in the
Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by
Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

           Section 10.11 . Sale of Participations . Any Lender may, in the ordinary course of its commercial banking business and in
accordance with applicable law, at any time sell participations to one or more Eligible Transferees (each a “Participant”) in all or a portion of
its rights or obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Commitment
and the Loans and participations owing to it and the Note held by it); provided that:

         (a)             any such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged;

         (b)            such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations;

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         (c)            the parties hereto shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement and each of the other Loan Documents;

         (d)            such Participant shall be bound by the provisions of Section 8.5 hereof, and the Lender selling such participation shall
obtain from such Participant a written confirmation of its agreement to be so bound; and

         (e)             no Participant (unless such Participant is itself a Lender) shall be entitled to require such Lender to take or refrain from
taking action under this Agreement or under any other Loan Document, except that such Lender may agree with such Participant that such
Lender will not, without such Participant’s consent, take action of the type described as follows:

                  (i)          increase the portion of the participation amount of any Participant over the amount thereof then in effect, or
         extend the Commitment Period, without the written consent of each Participant affected thereby; or

                   (ii)            reduce the principal amount of or extend the time for any payment of principal of any Loan, or reduce the rate
         of interest or extend the time for payment of interest on any Loan, or reduce the facility fee, without the written consent of each
         Participant affected thereby.

Borrowers agree that any Lender that sells participations pursuant to this Section shall still be entitled to the benefits of Article III hereof,
notwithstanding any such transfer; provided, however, that the obligations of Borrowers shall not increase as a result of such transfer and
Borrowers shall have no obligation to any Participant.

          Section 10.12 . Patriot Act Notice . Each Lender and Agent (for itself and not on behalf of any other party) hereby notifies the Credit
Parties that, pursuant to the requirements of the Patriot Act, such Lender and Agent are required to obtain, verify and record information that
identifies the Credit Parties, which information includes the name and address of the Credit Parties and other information that will allow such
Lender or Agent, as applicable, to identify the Credit Parties in accordance with the Patriot Act. Administrative Borrower shall provide, to the
extent commercially reasonable, such information and take such actions as are reasonably requested by Agent or any Lenders in order to assist
Agent and the Lender in maintaining compliance with the Patriot Act.

         Section 10.13 . Severability of Provisions; Captions; Attachments . Any provision of this Agreement that shall be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several
captions to Sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this
Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

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         Section 10.14 . Entire Agreement . This Agreement, any Note and any other Loan Document or other agreement, document or
instrument attached hereto or executed on or as of the Closing Date integrate all of the terms and conditions mentioned herein or incidental
hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.

         Section 10.15 . Legal Representation of Parties . The Loan Documents were negotiated by the parties with the benefit of legal
representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or
interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

         Section 10.16 . Currency .

          (a)            Currency Equivalent Generally . For the purposes of making valuations or computations under this Agreement (but
not for the purposes of the preparation of any financial statements delivered pursuant hereto), unless expressly provided otherwise, where a
reference is made to a dollar amount the amount is to be considered as the amount in Dollars and, therefor, each other currency shall be
converted into the Dollar Equivalent.

          (b)             Judgment Currency . If Agent, on behalf of the Lenders, obtains a judgment or judgments against any Credit Party in
an Alternate Currency, the obligations of such Credit Party in respect of any sum adjudged to be due to Agent or the Lenders hereunder or
under the Notes (the “Judgment Amount”) shall be discharged only to the extent that, on the Business Day following receipt by Agent of the
Judgment Amount in the Alternate Currency, Agent, in accordance with normal banking procedures, purchases Dollars with the Judgment
Amount in such Alternate Currency. If the amount of Dollars so purchased is less than the amount of Dollars that could have been purchased
with the Judgment Amount on the date or dates the Judgment Amount (excluding the portion of the Judgment Amount that has accrued as a
result of the failure of such Credit Party to pay the sum originally due hereunder or under the Notes when it was originally due and owing to
Agent or the Lenders hereunder or under the Notes) was originally due and owing to Agent or the Lenders hereunder or under the Notes (the
“Original Due Date”) (the “Loss”), such Credit Party agrees as a separate obligation and notwithstanding any such judgment, to indemnify
Agent or such Lender, as the case may be, against the Loss, and if the amount of Dollars so purchased exceeds the amount of Dollars that could
have been purchased with the Judgment Amount on the Original Due Date, Agent or such Lender agrees to remit such excess to such Credit
Party.

         Section 10.17 . Governing Law; Submission to Jurisdiction . This Agreement, each of the Notes and any Related Writing shall be
governed by and construed in accordance with the laws of the State of Ohio and the respective rights and obligations of Borrowers, Agent, and
the Lenders shall be governed by Ohio law, without regard to principles of conflicts of laws. Each Borrower hereby irrevocably submits to the
non-exclusive jurisdiction of any Ohio state or federal court sitting in Cleveland, Ohio, over any action or proceeding arising out of or relating
to this Agreement, the Obligations or any Related Writing, and each Borrower hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and

                                                                        69




determined in such Ohio state or federal court. Each Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest
extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well
as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM
NON CONVENIENS or otherwise. Each Borrower agrees that a final, nonappealable judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

                                                  [Remainder of page left intentionally blank]

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        Section 10.18 . JURY TRIAL WAIVER . TO THE EXTENT PERMITTED BY LAW, EACH BORROWER, AGENT AND EACH
LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT
OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED
OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

           IN WITNESS WHEREOF, the parties have executed and delivered this Credit Agreement as of the date first set forth above.

Address:      15 Inverness Way East                                             IHS INC.
              Englewood, Colorado 80112
              Attn: Chief Financial Officer                                     By:         /s/ Francis J. Mullins
              Facsimile: 303-754-4025                                           Name:           FRANCIS J. MULLINS
                                                                                Title:        VICE PRESIDENT

Address:      15 Inverness Way East                                             INFORMATION HANDLING SERVICES
              Englewood, Colorado 80112                                         GROUP INC.
              Attn: Chief Financial Officer
              Facsimile: 303-754-4025                                           By:        /s/ Francis J. Mullins
                                                                                Name:           FRANCIS J. MULLINS
                                                                                Title:       VICE PRESIDENT

Address:      15 Inverness Way East                                             INFORMATION HANDLING SERVICES
              Englewood, Colorado 80112                                         INC.
              Attn: Chief Financial Officer
              Facsimile: 303-754-4025                                           By:        /s/ Francis J. Mullins
                                                                                Name:           FRANCIS J. MULLINS
                                                                                Title:       VICE PRESIDENT

Address:      15 Inverness Way East                                             IHS ENERGY GROUP INC.
              Englewood, Colorado 80112
              Attn: Chief Financial Officer                                     By:        /s/ Francis J. Mullins
              Facsimile: 303-754-4025                                           Name:           FRANCIS J. MULLINS
                                                                                Title:       VICE PRESIDENT

                                                                     71
Address:   Technical Indexes Ltd                  IHS ENGINEERING GROUP UK LTD.
           Willoughby Road
           Bracknell, Berkshire RG 12, 8DW        By:     /s/ Francis J. Mullins
           UNITED KINGDOM                               Francis J. Mullins
           Attn: Chief Financial Officer                VICE PRESIDENT

                                                  and     /s/ Michael J. Sullivan
                                                        Michael J. Sullivan
                                                        Director

Address:   24 Chemin de la Mairie                 PETROCONSULTANTS S.A.
           1258 Perly
           Geneva                                 By:   /s/ Michael R. McCrory
           Attn: Chief Financial Officer                Michael R. McCrory
                                                        Director

Address:   127 Public Square                      KEYBANK NATIONAL ASSOCIATION,
           Cleveland, Ohio 44114                   as Agent and as a Lender
           Attn: Key Technology Finance
                                                  By:
                                                        Vijaya N. Kulkarni
                                                        Vice President

Address:   DN-CO-BB4A                             U.S. BANK NATIONAL ASSOCIATION
           918 17 th Street, 4 th Floor
           Denver, Colorado 80202                 By:
           Attn: Commercial Banking               Name:
                                                  Title:

Address:   MAC C7301-037                          WELLS FARGO BANK, NATIONAL
           1740 Broadway                           ASSOCIATION
           Denver, Colorado 80274
           Attn: Commercial Banking               By:
                                                        Catherine M. Jones
                                                        Vice President

                                             72
Address:   Technical Indexes Ltd                  IHS ENGINEERING GROUP UK LTD.
           Willoughby Road
           Bracknell, Berkshire RG 12, 8DW        By:
           UNITED KINGDOM                         Name:
           Attn: Chief Financial Officer          Title:

                                                  and
                                                  Name:
                                                  Title:

Address:   24 Chemin de la Mairie                 PETROCONSULTANTS S.A.
           1258 Perly
           Geneva                                 By:
           Attn: Chief Financial Officer          Name:
                                                  Title:

Address:   127 Public Square                      KEYBANK NATIONAL ASSOCIATION,
           Cleveland, Ohio 44114                   as Agent and as a Lender
           Attn: Key Technology Finance
                                                  By:      /s/ Thomas A. Crandell
                                                           Thomas A. Crandell
                                                           Senior Vice President

Address:   DN-CO-BB4A                             U.S. BANK NATIONAL ASSOCIATION
           918 17 th Street, 4 th Floor
           Denver, Colorado 80202
           Attn: Commercial Banking               By:
                                                  Name:
                                                  Title:

Address:   MAC C7301-037                          WELLS FARGO BANK, NATIONAL
           1740 Broadway                           ASSOCIATION
           Denver, Colorado 80274
           Attn: Commercial Banking               By:
                                                           Catherine M. Jones
                                                           Vice President

                                             73
Address:   Technical Indexes Ltd                  IHS ENGINEERING GROUP UK LTD.
           Willoughby Road
           Bracknell, Berkshire RG 12, 8DW        By:
           UNITED KINGDOM                         Name:
           Attn: Chief Financial Officer          Title:

                                                  and
                                                  Name:
                                                  Title:

Address:   24 Chemin de la Mairie                 PETROCONSULTANTS S.A.
           1258 Perly
           Geneva                                 By:
           Attn: Chief Financial Officer          Name:
                                                  Title:

Address:   127 Public Square                      KEYBANK NATIONAL ASSOCIATION,
           Cleveland, Ohio 44114                   as Agent and as a Lender
           Attn: Key Technology Finance
                                                  By:
                                                           Vijaya N. Kulkarni
                                                           Vice President

Address:   DN-CO-BB4A                             U.S. BANK NATIONAL ASSOCIATION
           918 17 th Street, 4 th Floor
           Denver, Colorado 80202
           Attn: Commercial Banking               By:      /s/ Thomas J McCarthy
                                                           Thomas J McCarthy
                                                           Vice President

Address:   MAC C7301-037                          WELLS FARGO BANK, NATIONAL
           1740 Broadway                           ASSOCIATION
           Denver, Colorado 80274
           Attn: Commercial Banking               By:
                                                           Catherine M. Jones
                                                           Vice President

                                             74
Address:   Technical Indexes Ltd                  IHS ENGINEERING GROUP UK LTD.
           Willoughby Road
           Bracknell, Berkshire RG 12, 8DW        By:
           UNITED KINGDOM                         Name:
           Attn: Chief Financial Officer          Title:

                                                  and
                                                  Name:
                                                  Title:

Address:   24 Chemin de la Mairie                 PETROCONSULTANTS S.A.
           1258 Perly
           Geneva                                 By:
           Attn: Chief Financial Officer          Name:
                                                  Title:

Address:   127 Public Square                      KEYBANK NATIONAL ASSOCIATION,
           Cleveland, Ohio 44114                   as Agent and as a Lender
           Attn: Key Technology Finance
                                                  By:
                                                           Vijaya N. Kulkarni
                                                           Vice President

Address:   DN-CO-BB4A                             U.S. BANK NATIONAL ASSOCIATION
           918 17 th Street, 4 th Floor
           Denver, Colorado 80202                 By:
           Attn: Commercial Banking               Name:
                                                  Title:

Address:   MAC C7301-037                          WELLS FARGO BANK, NATIONAL
           1740 Broadway                           ASSOCIATION
           Denver, Colorado 80274
           Attn: Commercial Banking               By:      /s/ Catherine M. Jones
                                                           Catherine M. Jones
                                                           Vice President

                                             75
                                         SCHEDULE 1

                                                                       REVOLVING
                                                                         CREDIT
                                                      COMMITMENT      COMMITMENT            MAXIMUM
LENDERS                                               PERCENTAGE        AMOUNT              AMOUNT
KeyBank National Association                                   44 %   $    55,000,000   $     55,000,000
U.S. Bank National Association                                 28 %   $    35,000,000   $     35,000,000
Wells Fargo Bank, National Association                         28 %   $    35,000,000   $     35,000,000
Total Commitment Amount                                       100 %   $   125,000,000   $    125,000,000

                                            S-1
                                             SCHEDULE 2

                                         FOREIGN BORROWERS

IHS Engineering Group UK Ltd.
Petroconsultants S.A.

                                                      S-2



                                             SCHEDULE 2.2

                                  EXISTING LETTERS OF CREDIT

SBLC No.                        Amount                                 Renewal Date              Expiry Date


S305381000                                50,000.00         10/22/04                  10/22/05
S305384000                               200,000.00         9/19/04                   9/19/05
S305387000                                81,874.00         6/30/04                   6/30/05
S306195000                               164,461.35         3/10/04                   12/15/05
S306929000                               188,400.00         6/30/04                   6/30/05
S307166000                               300,570.00         7/31/04                   7/31/05
S307718000                                53,295.00         12/31/04                  12/30/05
S307787000                                47,757.00         12/31/04                  12/30/05
S307790000                                53,295.00         12/31/04                  12/30/05
S307793000                                45,804.00         12/31/04                  12/30/05
S307796000                                48,082.00         12/31/04                  12/31/05
S307823000                                53,295.10         12/31/04                  12/30/05
S307830000                                59,166.00         1/31/05                   1/31/05
S307833000                                44,409.00         1/31/05                   12/31/05
S307836000                                49,067.00         12/31/04                  12/31/05
S307883000                                58,955.00         1/31/05                   1/31/05
S308290000                                72,420.00         1/31/05                   1/31/05
S308501000                                30,908.10         12/15/05                  12/15/05
S309828000A                               10,042.00         11/24/04                  12/31/05
S309829000A                               34,876.00         11/24/04                  12/31/05
S309884000A                               65,163.00         12/9/04                   12/31/05
S309885000A                                6,531.00         12/9/04                   12/31/05
S309886000A                                9,251.00         12/9/04                   12/31/05
S309920000A                               45,804.00         12/20/04                  12/31/05
S309928000A                               10,195.00         12/22/04                  12/31/05

Total:                               1,783,620.55

                                                      S-3
                                                      SCHEDULE 3

                                 GUARANTORS OF PAYMENT (DOMESTIC & FOREIGN)

Domestic Guarantors of Payment

State of Organization                                                           Company


Colorado                           IHS Group Inc.

Delaware                           IHS Inc.
                                   Information Handling Services Group Inc.
                                   Information Handling Services Inc.
                                   IHS Energy Group Inc.
                                   IHS Group Services Inc.
                                   IHS Property Management Inc.
                                   IHS South Africa Publishing Inc.
                                   IHS Africa Holdings Inc.
                                   Information Handling Services South Africa Inc.
                                   IHS Canada Limited
                                   IHS iMonitoring Inc.
                                   Nexdata Solutions, Inc.
                                   IHS Database Services Inc.
                                   PID Acquisition Corp.
                                   Dwights Acquisition Corp.
                                   Petroleum Information/Dwights LLC
                                   Petroconsultants-MAI Inc.

Massachusetts                      Cambridge Energy Research Associates, Inc.

Texas                              Data Logic Services Corp.
                                   IHS Energy Log Services, Inc.

Virginia                           USA Information Systems, Inc.

Foreign Guarantors of Payment

Country                                                                         Company


Australia                          IHS Australia Pty Ltd.
                                   IHS Enterprise Solutions (Australia) Pty Limited

Canada                             IHS Energy (Canada) Ltd. (fka IHS Accumap Ltd.)
                                   IHS Group Canada Ltd.
                                   IHS Solutions Limited
                                   Cambridge Energy Research Associates (Canada) Inc.

                                                            S-4
Denmark          Information Handling Services Nordic A/S

France           IHS France SA

Germany          IHS Holdings GmbH
                 Cambridge Energy Research Associates (Germany) GmbH

Hong Kong        IHS Hong Kong Limited

Japan            Information Handling Services Japan Inc.

Malaysia         Information Handling Services (Malaysia) Sdn. Bhd. (95% ownership)

Mexico           Information Handling Services de Mexico S.A. de C.V.

Sweden           IHS Nordic Tech AB

Switzerland      Petroconsultants S.A.
                 TFV Technischer Fachbuch Vertrieb AG (80% ownership)

United Kingdom   IHS Engineering Group UK Ltd.
                 IHS Group Holdings Limited
                 ESDU International Plc
                 Technical Indexes Limited
                 Wessex Software International Limited
                 Wessex Software (UK) Limited
                 Wessex Software (Maintenance) Limited
                 Integrated Exploration and Development Services Limited
                 IHS Energy Ltd.
                 IHS Energy Group UK Limited
                 Petroconsultants-MAI Limited
                 Petroconsultants (UK) Limited
                 Petroleum Information (ERICO) Limited
                 Cambridge Energy Research Associates (UK) Limited

                                         S-5
                                                                SCHEDULE 4

                                     ADDITIONAL FOREIGN GUARANTOR MAXIMUM AMOUNT

None.

                                                                      S-6



                                                           EXHIBIT A
                                                            FORM OF
                                               US BORROWER REVOLVING CREDIT NOTE

$                                                                                                                               January 6, 2005

          FOR VALUE RECEIVED, the undersigned, IHS INC., INFORMATION HANDLING SERVICES GROUP INC., INFORMATION
HANDLING SERVICES INC. and IHS ENERGY GROUP INC. (collectively, “US Borrowers” and, individually, each a “US Borrower”),
jointly and severally, promise to pay, on the last day of the Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to
the order of [        ] (“Lender”) at the main office of KEYBANK NATIONAL ASSOCIATION, as Agent, as hereinafter defined, 127 Public
Square, Cleveland, Ohio 44114 the principal sum of

                                                                                                                                     DOLLARS

or the aggregate unpaid principal amount of all Revolving Loans, as defined in the Credit Agreement made by Lender to US Borrowers
pursuant to Section 2.2(a) of the Credit Agreement, whichever is less, in lawful money of the United States of America; provided that
Revolving Loans that are Alternate Currency Loans, as defined in the Credit Agreement, shall be payable in the applicable Alternate Currency,
as defined in the Credit Agreement, at the place or places designated in the Credit Agreement. US Borrowers also agree to pay any additional
amount that is required to be paid pursuant to Section 10.15 of the Credit Agreement.

         As used herein, “Credit Agreement” means the Amended and Restated Credit Agreement dated as of January 6, 2005, among US
Borrowers, the Foreign Borrowers, as defined therein, the Lenders, as defined therein, KeyBank National Association, as lead arranger, sole
book runner and administrative agent for the Lenders (“Agent”), U.S. Bank National Association, as co-documentation agent, and Wells Fargo
Bank, National Association, as co-documentation agent, as the same may from time to time be amended, restated or otherwise modified. Each
capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in
the Credit Agreement.

         US Borrowers also promise to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding,
from the date of such Revolving Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the
provisions of Section 2.3(a) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.3(a);
provided, however, that interest on any principal portion that is not paid when due shall be payable on demand.

          The portions of the principal sum hereof from time to time representing Base Rate Loans and LIBOR Fixed Rate Loans, and payments
of principal of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided, however, that
failure to make any such entry shall in no way detract from the obligations of US Borrowers under this Note.

                                                                      E-1
          If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at
a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available
funds.

          This Note is one of the US Borrower Revolving Credit Notes referred to in the Credit Agreement. Reference is made to the Credit
Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due
prior to its stated maturity, and other terms and conditions upon which this Note is issued.

         Except as expressly provided in the Credit Agreement, US Borrowers expressly waive presentment, demand, protest and notice of any
kind. This Note shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws
provisions.

       JURY TRIAL WAIVER . EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG US BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

INFORMATION HANDLING SERVICES                                                 IHS INC.
  INC.

By:                                                                           By:
Name:                                                                         Name:
Title:                                                                        Title:

IHS ENERGY GROUP INC.                                                         INFORMATION HANDLING SERVICES
                                                                                GROUP INC.

By:                                                                           By:
Name:                                                                         Name:
Title:                                                                        Title:

                                                                        E-2
                                                         EXHIBIT B
                                                          FORM OF
                                           FOREIGN BORROWER REVOLVING CREDIT NOTE

$                                                                                                                                January 6, 2005

         FOR VALUE RECEIVED, the undersigned, [                  ] (“Foreign Borrower”), promises to pay, on the last day of the
Commitment Period, as defined in the Credit Agreement (as hereinafter defined), to the order of [                          ] (“Lender”) at
the main office of KEYBANK NATIONAL ASSOCIATION, as Agent, as hereinafter defined, 127 Public Square, Cleveland, Ohio 44114 the
principal sum of

                                                                                                                                      DOLLARS

or the aggregate unpaid principal amount of all Revolving Loans, as defined in the Credit Agreement made by Lender to a Foreign Borrower
pursuant to Section 2.2(a) of the Credit Agreement, whichever is less, in lawful money of the United States of America; provided that
Revolving Loans that are Alternate Currency Loans, as defined in the Credit Agreement, shall be payable in the applicable Alternate Currency,
as defined in the Credit Agreement, at the place or places designated in the Credit Agreement. Foreign Borrower also agrees to pay any
additional amount that is required to be paid pursuant to Section 10.15 of the Credit Agreement.

         As used herein, “Credit Agreement” means the Amended and Restated Credit Agreement dated as of January 6, 2005, among Foreign
Borrowers, as defined therein, US Borrowers, as defined therein, the Lenders, as defined therein, KeyBank National Association, as lead
arranger, sole book runner and administrative agent for the Lenders (“Agent”), U.S. Bank National Association, as co-documentation agent,
and Wells Fargo Bank, National Association, as co-documentation agent, as the same may from time to time be amended, restated or otherwise
modified. Each capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning
ascribed to it in the Credit Agreement.

         Foreign Borrower also promises to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding,
from the date of such Revolving Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the
provisions of Section 2.3(a) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.3(a);
provided, however, that interest on any principal portion that is not paid when due shall be payable on demand.

          The portions of the principal sum hereof from time to time representing Base Rate Loans and LIBOR Fixed Rate Loans, and payments
of principal of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided, however, that
failure to make any such entry shall in no way detract from the obligations of Foreign Borrowers under this Note.

         If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit

                                                                       E-3
Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All
payments of principal of and interest on this Note shall be made in immediately available funds.

        This Note is one of the Foreign Borrower Revolving Credit Notes referred to in the Credit Agreement. Reference is made to the
Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this
Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued.

         Except as expressly provided in the Credit Agreement, Foreign Borrower expressly waives presentment, demand, protest and notice of
any kind. This Note shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws
provisions.

      JURY TRIAL WAIVER . FOREIGN BORROWER, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,
AMONG FOREIGN BORROWER, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


                                                                                              [FOREIGN BORROWER]

                                                                                              By:
                                                                                              Name:
                                                                                              Title:

                                                                        E-4
                                                                  EXHIBIT C
                                                                  FORM OF
                                                               SWING LINE NOTE

$20,000,000                                                                                                                        January 6, 2005

          FOR VALUE RECEIVED, the undersigned, IHS INC., INFORMATION HANDLING SERVICES GROUP INC., INFORMATION
HANDLING SERVICES INC. and IHS ENERGY GROUP INC. (collectively, “US Borrowers” and, individually, each a “US Borrower”),
jointly and severally, promise to pay to the order of KEYBANK NATIONAL ASSOCIATION (“Lender”) at the main office of KEYBANK
NATIONAL ASSOCIATION, as Agent, as hereinafter defined, 127 Public Square, Cleveland, Ohio 44114 the principal sum of

TWENTY MILLION AND 00/100                                                                                                               DOLLARS

or the aggregate unpaid principal amount of all Swing Loans, as defined in the Credit Agreement (as hereinafter defined) made by Lender to
US Borrowers pursuant to Section 2.2(c) of the Credit Agreement, whichever is less, in lawful money of the United States of America on the
earlier of the last day of the Commitment Period, as defined in the Credit Agreement, or, with respect to each Swing Loan, the Swing Loan
Maturity Date applicable thereto.

         As used herein, “Credit Agreement” means the Amended and Restated Credit Agreement dated as of January 6, 2005, among US
Borrowers, Foreign Borrowers, as defined therein, the Lenders, as defined therein, KeyBank National Association, as lead arranger, sole book
runner and administrative agent for the Lenders (“Agent”), U.S. Bank National Association, as co-documentation agent, and Wells Fargo Bank,
National Association, as co-documentation agent, as the same may from time to time be amended, restated or otherwise modified. Each
capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in
the Credit Agreement.

          US Borrowers also promise to pay interest on the unpaid principal amount of each Swing Loan from time to time outstanding, from
the date of such Swing Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions
of Section 2.3(b) of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.3(b); provided, however,
that interest on any principal portion that is not paid when due shall be payable on demand.

         The principal sum hereof from time to time and the payments of principal and interest thereon, shall be shown on the records of
Lender by such method as Lender may generally employ; provided, however, that failure to make any such entry shall in no way detract from
the obligations of US Borrowers under this Note.

         If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at
a

                                                                        E-5
rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds.

          This Note is the Swing Line Note referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of
the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and
other terms and conditions upon which this Note is issued.

         Except as expressly provided in the Credit Agreement, US Borrowers expressly waives presentment, demand, protest and notice of
any kind. This Note shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws
provisions.

       JURY TRIAL WAIVER. US BORROWERS, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE,
AMONG BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE OR ANY
OTHER NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO.

INFORMATION HANDLING SERVICES                                                 IHS INC.
  INC.

By:                                                                           By:
Name:                                                                         Name:
Title:                                                                        Title:

IHS ENERGY GROUP INC.                                                         INFORMATION HANDLING SERVICES
                                                                                GROUP INC.

By:                                                                           By:
Name:                                                                         Name:
Title:                                                                        Title:

                                                                        E-6
                                                                EXHIBIT D
                                                                 FORM OF
                                                              NOTICE OF LOAN

                                                                     [Date]                     , 20

KeyBank National Association, as Agent
127 Public Square
Cleveland, Ohio 44114-0616
Attention: Institutional Banking

Ladies and Gentlemen:

         The undersigned, IHS INC. (“Administrative Borrower”) refers to the Amended and Restated Credit Agreement, dated as of
January 6, 2005 (“Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrowers, the Lenders,
KeyBank National Association, as Agent, U.S. Bank National Association, as co-documentation agent, and Wells Fargo Bank, National
Association, as co-documentation agent, and hereby gives you notice, pursuant to Section 2.5 of the Credit Agreement that Borrowers hereby
request a Loan under the Credit Agreement, and in connection therewith sets forth below the information relating to the Loan (the “Proposed
Loan”) as required by Section 2.5 of the Credit Agreement:

         (a)             The Borrower requesting the Loan is IHS Inc., on behalf of                      .

         (b)             The Business Day of the Proposed Loan is               , 20   .

         (c)             The amount of the Proposed Loan is $                   .

         (d)             The Proposed Loan is to be a Base Rate Loan         , Alternate Currency Loan       , Eurodollar Loan   , Swing
                  Loan      . (Check one.)

         (e)           If the Proposed Loan is an Alternate Currency Loan or a Eurodollar Loan, the Interest Period requested is: one
                  month      , two months     , three months    , six months    . (Check one.)

         The undersigned hereby certifies on behalf of Borrowers that the following statements are true on the date hereof, and will be true on
the date of the Proposed Loan:

          (i)              the representations and warranties contained in each Loan Document are correct in all material respects, before and
after giving effect to the Proposed Loan and the application of the proceeds therefrom, as though made on and as of such date, except to the
extent that any thereof expressly relate to an earlier date;

                                                                       E-7
         (ii)            no event has occurred and is continuing, or would result from such Proposed Loan, or the application of proceeds
therefrom, that constitutes a Default or Event of Default; and

         (iii)          the conditions set forth in Section 2.5 and Article IV of the Credit Agreement have been satisfied.


                                                                                      IHS INC.

                                                                                      By:
                                                                                      Name:
                                                                                      Title:

                                                                       E-8



                                                               EXHIBIT E
                                                               FORM OF
                                                        COMPLIANCE CERTIFICATE

                                                                                                      For Fiscal Quarter ended

THE UNDERSIGNED HEREBY CERTIFIES THAT:

         (1)            I am the duly elected President or Chief Financial Officer of IHS INC., a Delaware corporation (“IHS”);

         (2)             I am familiar with the terms of that certain Amended and Restated Credit Agreement, dated as of January 6, 2005,
among the Borrowers, as defined therein, the lenders named on Schedule 1 thereto (together with their respective successors and assigns,
collectively, the “Lenders”), KeyBank National Association, as Agent, U.S. Bank National Association, as co-documentation agent, and Wells
Fargo Bank, National Association, as co-documentation agent (as the same may from time to time be amended, restated or otherwise modified,
the “Credit Agreement”, the terms defined therein being used herein as therein defined), and the terms of the other Loan Documents, and I have
made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Borrowers and their
Subsidiaries during the accounting period covered by the attached financial statements;

         (3)             The review described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any
condition or event that constitutes or constituted a Default or Event of Default, at the end of the accounting period covered by the attached
financial statements or as of the date of this Certificate;

         (4)              The representations and warranties made by the Credit Parties contained in each Loan Document are true and correct in
all material respects as though made on and as of the date hereof; except to the extent that any thereof expressly relate to an earlier date; and

       (5)            Set forth on Attachment I hereto are calculations of the financial covenants set forth in Sections 5.7 of the Credit
Agreement, which calculations show compliance with the terms thereof.

         IN WITNESS WHEREOF, I have signed this certificate the              day of            , 20   .

                                                                                  IHS INC.

                                                                                  By:
                                                                                  Name:
                                                                                  Title:

                                                                       E-9
                                                          EXHIBIT F
                                                          FORM OF
                                            ASSIGNMENT AND ACCEPTANCE AGREEMENT

         This Assignment and Acceptance Agreement (this “Assignment Agreement”) between                                      (the “Assignor”)
and                           (the “Assignee”) is dated as of        , 20 . The parties hereto agree as follows:

          1.              Preliminary Statement . Assignor is a party to a Amended and Restated Credit Agreement, dated as of January 6,
2005 (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”), among IHS INC.,
INFORMATION HANDLING SERVICES GROUP INC., INFORMATION HANDLING SERVICES INC. and IHS ENERGY GROUP INC.
(collectively, “US Borrowers”), each Foreign Borrower, as defined in the Credit Agreement (each such Foreign Borrower, together with US
Borrowers shall be referred to herein, collectively, as “Borrowers” and, individually, each a “Borrower”), the lenders named on Schedule 1
thereto (together with their respective successors and assigns, collectively, the “Lenders” and, individually, each a “Lender”), KEYBANK
NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), U.S. BANK NATIONAL
ASSOCIATION, as co-documentation agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation
agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

         2.               Assignment and Assumption . Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and
assumes from Assignor, an interest in and to Assignor’s rights and obligations under the Credit Agreement, effective as of the Assignment
Effective Date (as hereinafter defined), equal to the percentage interest specified on Annex 1 hereto (hereinafter, “Assignee’s Percentage”) of
Assignor’s right, title and interest in and to (a) the Commitment of Assignor as set forth on Annex 1 hereto (hereinafter, the “Assigned
Amount”), (b) any Loan made by Assignor that is outstanding on the Assignment Effective Date, (c) Assignor’s interest in any Letter of Credit
outstanding on the Assignment Effective Date, (d) any Note delivered to Assignor pursuant to the Credit Agreement, and (e) the Credit
Agreement and the other Related Writings. After giving effect to such sale and assignment and on and after the Assignment Effective Date,
Assignee shall be deemed to have a “Commitment Percentage” under the Credit Agreement equal to the Commitment Percentage set forth in
subpart II.A on Annex 1 hereto.

        3.              Assignment Effective Date . The Assignment Effective Date (the “Assignment Effective Date”) shall be
[            ,      ] (or such other date agreed to by Agent). On or prior to the Assignment Effective Date, Assignor shall satisfy the
following conditions:

        (a)            receipt by Agent of this Assignment Agreement, including Annex 1 hereto, properly executed by Assignor and
Assignee and accepted and consented to by Agent and, if necessary pursuant to the provisions of Section 10.10(b) of the Credit Agreement, by
Administrative Borrower;

                                                                     E-10
         (b)            receipt by Agent from Assignor of a fee of Three Thousand Five Hundred Dollars ($3,500), if required by
Section 10.10(d) of the Credit Agreement;

          (c)             receipt by Agent from Assignee of an administrative questionnaire, or other similar document, which shall include
(i) the address for notices under the Credit Agreement, (ii) the address of its Lending Office, (iii) wire transfer instructions for delivery of funds
by Agent, (iv) and such other information as Agent shall request; and

       (d)            receipt by Agent from Assignor or Assignee of any other information required pursuant to Section 10.10 of the Credit
Agreement or otherwise necessary to complete the transaction contemplated hereby.

          4.              Payment Obligations . In consideration for the sale and assignment of Loans hereunder, Assignee shall pay to
Assignor, on the Assignment Effective Date, the amount agreed to by Assignee and Assignor. Any interest, fees and other payments accrued
prior to the Assignment Effective Date with respect to the Assigned Amount shall be for the account of Assignor. Any interest, fees and other
payments accrued on and after the Assignment Effective Date with respect to the Assigned Amount shall be for the account of Assignee. Each
of Assignor and Assignee agrees that it will hold in trust for the other part any interest, fees or other amounts which it may receive to which the
other party is entitled pursuant to the preceding sentence and to pay the other party any such amounts which it may receive promptly upon
receipt thereof.

         5.               Credit Determination; Limitations on Assignor’s Liability . Assignee represents and warrants to Assignor, Borrowers,
Agent and the Lenders (a) that it is capable of making and has made and shall continue to make its own credit determinations and analysis
based upon such information as Assignee deemed sufficient to enter into the transaction contemplated hereby and not based on any statements
or representations by Assignor, (b) Assignee confirms that it meets the requirements to be an assignee as set forth in Section 10.10 of the Credit
Agreement; (c) Assignee confirms that it is able to fund the Loans and the Letters of Credit as required by the Credit Agreement; (d) Assignee
agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the Related
Writings are required to be performed by it as a Lender thereunder; and (e) Assignee represents that it has reviewed each of the Loan
Documents. It is understood and agreed that the assignment and assumption hereunder are made without recourse to Assignor and that
Assignor makes no representation or warranty of any kind to Assignee and shall not be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of the Credit Agreement or any Related Writings, (ii) any representation, warranty or
statement made in or in connection with the Credit Agreement or any of the Related Writings, (iii) the financial condition or creditworthiness
of any Borrower or Guarantor of Payment, (iv) the performance of or compliance with any of the terms or provisions of the Credit Agreement
or any of the Related Writings, (v) the inspection of any of the property, books or records of Borrowers, or (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or Letters of Credit. Neither
Assignor nor any of its officers, directors, employees, agents or attorneys shall be liable for any mistake, error of judgment, or action taken or
omitted to be taken in connection with the Loans, the Letters of

                                                                        E-11
Credit, the Credit Agreement or the Related Writings, except for its or their own bad faith or willful misconduct. Assignee appoints Agent to
take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Agent by the terms thereof.

         6.              Indemnity . Assignee agrees to indemnify and hold Assignor harmless against any and all losses, cost and expenses
(including, without limitation, attorneys’ fees) and liabilities incurred by Assignor in connection with or arising in any manner from Assignee’s
performance or non-performance of obligations assumed under this Assignment Agreement.

         7.               Subsequent Assignments . After the Assignment Effective Date, Assignee shall have the right pursuant to
Section 10.10 of the Credit Agreement to assign the rights which are assigned to Assignee hereunder, provided that (a) any such subsequent
assignment does not violate any of the terms and conditions of the Credit Agreement, any of the Related Writings, or any law, rule, regulation,
order, writ, judgment, injunction or decree and that any consent required under the terms of the Credit Agreement or any of the Related
Writings has been obtained, (b) the assignee under such assignment from Assignee shall agree to assume all of Assignee’s obligations
hereunder in a manner satisfactory to Assignor and (c) Assignee is not thereby released from any of its obligations to Assignor hereunder.

         8.              Reductions of Aggregate Amount of Commitments . If any reduction in the Total Commitment Amount occurs
between the date of this Assignment Agreement and the Assignment Effective Date, the percentage of the Total Commitment Amount assigned
to Assignee shall remain the percentage specified in Section 1 hereof and the dollar amount of the Commitment of Assignee shall be
recalculated based on the reduced Total Commitment Amount.

         9.              Acceptance of Agent; Notice by Assignor . This Assignment Agreement is conditioned upon the acceptance and
consent of Agent and, if necessary pursuant to Section 10.10 of the Credit Agreement, upon the acceptance and consent of Administrative
Borrower; provided, that the execution of this Assignment Agreement by Agent and, if necessary, by Administrative Borrower is evidence of
such acceptance and consent.

         10.            Entire Agreement . This Assignment Agreement embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

          11.           Governing Law . This Assignment Agreement shall be governed by the laws of the State of Ohio, without regard to
conflicts of laws.

        12.            Notices . Notices shall be given under this Assignment Agreement in the manner set forth in the Credit
Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth
under each party’s name on the signature pages hereof.

                                                  [Remainder of page intentionally left blank.]

                                                                       E-12
      13.        JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, AMONG AGENT, ANY OF THE LENDERS AND BORROWERS, OR ANY THEREOF, ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION
WITH THIS INSTRUMENT OR ANY NOTE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED HERETO.

          IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the
date first above written.

                                                                            ASSIGNOR:

Address:

                Attn:                                                       By:
                Phone:                                                      Name:
                Fax:                                                        Title:




                                                                            ASSIGNEE:

Address:

                Attn:                                                       By:
                Phone:                                                      Name:
                Fax:                                                        Title:



Accepted and Consented to this   day of   , 20 :                        Accepted and Consented to this   day of   , 20 :

KEYBANK NATIONAL ASSOCIATION,                                           IHS INC.
 as Agent


By:                                                                     By:
Name:                                                                   Name:
Title:                                                                  Title:

                                                                 E-13
                                                          ANNEX 1
                                                             TO
                                            ASSIGNMENT AND ACCEPTANCE AGREEMENT

          On and after the Assignment Effective Date, the Commitment of Assignee, and, if this is less than an assignment of all of Assignor’s
interest, Assignor, shall be as follows:

I.     INTEREST OF ASSIGNOR BEING ASSIGNED TO ASSIGNEE

       A.         Assignee’s Percentage                                                                                                  %

       B.         Assigned Amount                                                                                    $

II.    ASSIGNEE’S COMMITMENT (as of the Assignment Effective Date)

       A.         Assignee’s Commitment Percentage under the Credit Agreement                                                            %

       B.         Assignee’s Commitment Amount under the Credit Agreement                                            $

III.   ASSIGNOR’S COMMITMENT (as of the Assignment Effective Date)

       A.         Assignor’s Commitment Percentage under the Credit Agreement                                                            %

       B.         Assignor’s Commitment Amount under the Credit Agreement                                            $

                                                                     E-14
                                                        EXHIBIT G
                                                         FORM OF
                                          FOREIGN BORROWER ASSUMPTION AGREEMENT

         This FOREIGN BORROWER ASSUMPTION AGREEMENT (“Agreement”) is made effective as of                                     , 20 , by and
among                       ,a             (the “Obligor”), IHS INC., a Delaware corporation (“IHS”), INFORMATION HANDLING
SERVICES GROUP INC., a Delaware corporation (“IHS Group”), INFORMATION HANDLING SERVICES INC., a Delaware corporation
(“IHS Services”), IHS ENERGY GROUP INC., a Delaware corporation (“IHS Energy” and, together with IHS, IHS Group and IHS Services,
collectively, “US Borrowers”), each Foreign Borrower, as defined in the Credit Agreement referred to below (each such Foreign Borrower,
together with US Borrowers shall be referred to herein, collectively, as “Borrowers” and, individually, each a “Borrower”), KEYBANK
NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent for the Lenders (“Agent”), on behalf of and for the
benefit of each of the banks named therein (collectively, the “Lenders” and, individually, each a “Lender”), U.S. BANK NATIONAL
ASSOCIATION, as co-documentation agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agent :

         WHEREAS, Borrowers, Agent, and the Lenders are parties to the Amended and Restated Credit Agreement, dated as of January 6,
2005 (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, each capitalized term not
defined herein being used herein as therein defined) wherein Agent and the Lenders have agreed to make Loans to Borrowers, and the Fronting
Lender has agreed to issue Letters of Credit to IHS on behalf of the Lenders, all upon certain terms and conditions;

       WHEREAS, pursuant to Section 2.13 of the Credit Agreement, IHS has requested that, effective on                      , 20    (the “FB
Assumption Effective Date”), the Obligor shall be designated as a “Foreign Borrower” under the Credit Agreement; and

         WHEREAS, Agent and the Lenders are willing to permit the Obligor to become a “Foreign Borrower” under the Credit Agreement
and the Lenders are willing to make Loans to the Obligor pursuant to the Commitment, upon certain terms and conditions as set forth in the
Credit Agreement, one of which is that the Obligor shall assume all of the Obligations, as hereinafter defined, and this Agreement is being
executed and delivered in consideration of each financial accommodation, if any, granted to the Obligor by Agent and the Lenders and for other
valuable considerations;

         NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Obligor hereby agrees as follows:

         1.                Assumption . On and after the FB Assumption Effective Date, the Obligor irrevocably and unconditionally assumes
and shall be liable for all of the obligations of a Foreign Borrower under the Credit Agreement, the Notes and the Related Writings (the
“Obligations”) as fully as if such Obligor had been an original party to the Credit Agreement, including, but not

                                                                    E-15
limited to (a) all Loans and Letters of Credit made to or for the benefit of the Obligor; (b) all other indebtedness now owing or hereafter
incurred by the Obligor to Agent and the Lenders pursuant to the Credit Agreement and the Notes executed in connection therewith; and
(c) each renewal, extension, consolidation or refinancing of any of the foregoing, in whole or in part.

          2.             Obligor Party to the Credit Agreement . On and after the FB Assumption Effective Date, the Obligor shall (a) be
designated a “Foreign Borrower” pursuant to the terms and conditions of the Credit Agreement, and (b) become bound by all representations,
warranties, covenants, provisions and conditions of the Credit Agreement and each other Loan Document applicable to the Foreign Borrowers
as if the Obligor had been the original party making such representations, warranties and covenants.

         3.              Representations and Warranties of the Obligor . The Obligor represents and warrants to Agent and each Lender that:

                  (a)             the Obligor is an entity duly organized or formed, validly existing and in good standing or in full force and
         effect under the laws of its jurisdiction of organization or formation, as the case may be, and is duly qualified or authorized to do
         business in each jurisdiction in which the Obligor is doing business, to the extent the failure to be so authorized would have an adverse
         material impact on the Obligor;

                  (b)            the Obligor has full power, authority and legal right to execute and deliver this Agreement, and to perform and
         observe the provisions hereof and of the Credit Agreement and the Notes executed by the Obligor, and the officers acting on behalf of
         the Obligor have been duly authorized to execute and deliver this Agreement;

                  (c)           this Agreement, the Credit Agreement and the Notes executed by the Obligor are each valid and binding upon
         the Obligor and enforceable against the Obligor in accordance with their respective terms; and

                 (d)            each of the representations and warranties set forth in Article VI of the Credit Agreement applicable to a
         Foreign Borrower are true and complete in all material respects with respect to the Obligor as a Foreign Borrower under the Credit
         Agreement, except to the extent that any thereof expressly relate to an earlier date.

         4.            Representations and Warranties of Borrowers and the Obligor . The Borrowers and the Obligor represent and warrant
to Agent and each Lender that:

                 (a)             no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the
         execution and delivery of this Agreement or by the performance or observance of any provision hereof; and

                  (b)            neither the execution and delivery of this Agreement, nor the performance and observance of the provisions
         hereof, by the Obligor will conflict with, or constitute a violation or default under, any provision of any applicable law or of any
         material contract

                                                                      E-16
         (including, without limitation, the Obligor’s organizational, constituting or governing documents) or of any other material writing
         binding upon the Obligor in any manner.

         5.              Obligations of Borrowers and Each Guarantor Not Affected . Anything herein to the contrary notwithstanding,
Borrowers and each Guarantor of Payment shall remain bound by the terms and conditions of all of the Loan Documents to which such
Borrower or Guarantor of Payment is a party regardless of the assumption of the Obligations by the Obligor hereunder or the enforceability
thereof or of the Notes.

        6.              Conditions Precedent . Concurrently with the execution of this Agreement, Borrowers and the Obligor, as
appropriate, shall:

                  (a)            satisfy each of the conditions set forth in Section 2.13 of the Credit Agreement;

                  (b)            pay all reasonable legal fees and expenses of Agent incurred in connection with this Agreement;

                  (c)            cause each Guarantor of Payment to consent and agree to and acknowledge the terms of this Agreement; and

                (d)              provide such other items as may be reasonably required by Agent or the Lenders in connection with this
         Agreement.

         7.             Binding Nature of Agreement . All provisions of the Credit Agreement shall remain in full force and effect and be
unaffected hereby. This Agreement is a Related Writing as defined in the Credit Agreement. This Agreement shall bind and benefit
Borrowers, the Obligor and Agent and the Lenders and their respective successors and assigns.

         8.               Counterparts . This Agreement may be executed in any number of counterparts, by different parties hereto in separate
counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.

        9.               Ohio Law to Govern . The rights and obligations of all parties hereto shall be governed by the laws of the State of
Ohio, without regard to principles of conflicts of laws.

                                                  [Remainder of page intentionally left blank.]

                                                                      E-17
       10.       JURY TRIAL WAIVER . EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, AMONG AGENT, THE LENDERS, OBLIGOR AND BORROWERS, OR ANY THEREOF, ARISING OUT OF,
IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG EACH OF THEM IN
CONNECTION WITH THIS INSTRUMENT OR ANY NOTE OR OTHER AGREEMENT, INSTRUMENT OR DOCUMENT EXECUTED
OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED HERETO.

           IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above
written.


                                                        OBLIGOR:

                                                        [                             ]


                                                        By:
                                                        Name:
                                                        Title:


                                                        IHS INC.

                                                        By:
                                                        Name:
                                                        Title:


                                                        [OTHER BORROWERS]

                                                        AGENT:

                                                        KEYBANK NATIONAL ASSOCIATION,
                                                         as Agent on behalf of and for the benefit
                                                         of the Lenders


                                                        By:
                                                        Name:
                                                        Title:

                                                                    E-18
                                                    GUARANTOR ACKNOWLEDGMENT

        Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing Foreign Borrower Assumption
Agreement. Each of the undersigned specifically agrees to the waivers set forth in such agreement, including, but not limited to, the jury trial
waiver. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranty of Payment and any
other Loan Document to which any of the undersigned is a party shall remain in full force and effect and be unaffected hereby.


                                                         [                               ]

                                                         By:
                                                         Name:
                                                         Title:


                                                         [INCLUDE ALL GUARANTORS]

                                                                      E-19
                                                              EXHIBIT H
                                                              FORM OF
                                                        REQUEST FOR EXTENSION

                                                                                                                                   ,

KeyBank National Association, as Agent
127 Public Square
Cleveland, Ohio 44114-0616
Attention: Institutional Banking

Ladies and Gentlemen:

         The undersigned, IHS INC., INFORMATION HANDLING SERVICES GROUP INC., INFORMATION HANDLING SERVICES
INC. and IHS ENERGY GROUP INC. (collectively, “US Borrowers”), each Foreign Borrower, as defined in the Credit Agreement referred to
below (each such Foreign Borrower, together with US Borrowers shall be referred to herein, collectively, as “Borrowers” and, individually,
each a “Borrower”), refer to the Amended and Restated Credit Agreement, dated as of January 6, 2005 (as the same may from time to time be
amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among
Borrowers, the Lenders, as defined in the Credit Agreement, KEYBANK NATIONAL ASSOCIATION, as lead arranger, sole book runner and
administrative agent for the Lenders (“Agent”), U.S. BANK NATIONAL ASSOCIATION, as co-documentation agent, and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as co-documentation agent, and hereby gives you notice, pursuant to Section 2.14 of the Credit
Agreement that the undersigned hereby requests an extension as set forth below (the “Extension”) under the Credit Agreement, and in
connection with the Extension sets forth below the information relating to the Extension as required by Section 2.14 of the Credit Agreement.

         The undersigned hereby requests Agent and the Lenders to extend the Commitment Period from                                ,
200 to                            , 200 .

          The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the
Extension: (a) the representations and warranties contained in each Loan Document are correct in all material respects, before and after giving
effect to the Extension and the application of the proceeds therefrom, as though made on and as of such date except to the extent that any
thereof expressly relate to an earlier date; (b) no event has occurred

                                                                     E-20
and is continuing, or would result from such Extension, or the application of proceeds therefrom, which constitutes a Default or an Event of
Default; and (c) the conditions set forth in Section 2.14 and Article IV of the Credit Agreement have been satisfied.

                                                                                       Very truly yours,

                                                                                       IHS INC.

                                                                                       By:
                                                                                       Name:
                                                                                       Title:

                                                                     E-21
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                                                                       Exhibit 10.20


                                                     IHS GROUP

                                                      Executive

                                                   Relocation Policy

                                                         2004
                                              IHS GROUP EXECUTIVE RELOCATION POLICY

Policy

     It is the policy of IHS Group and its participating companies (hereinafter referred to as Company) to relocate employees and their families
as expeditiously as possible and with the least amount of inconvenience to the relocating family. All relocations are to be approved in advance
by an ExCom member. All relocation expenses are to be charged to the department that the employee will be employed in. Any questions
should be directed to the Relocation Department, IHS Denver.

Provisions

I.    Eligibility

      This policy applies to grade levels S-13 and above.

      All employees permanently (more than twelve months) relocated at the convenience of the Company are eligible for benefits under this
      policy. Contingent eligibility requirements include the following:

      •
                The move should be completed within six months after transfer; no longer than twelve months.

      •
                Eligibility ceases immediately if the employee is terminated for any reason. In addition, employees who voluntarily terminate their
                employment or who are discharged for cause within twelve months after the date of the relocation will be required to repay, on a
                pro-rata basis, all relocation expenses paid on their behalf by the Company. A Relocation Reimbursement Agreement Form must
                be signed by the employee and returned to the Relocation Administrator at the IHS Denver office prior to commencement of the
                relocation process.

      •
                The new place of work must be at least 50 miles further from the former residence than was the former place of employment.

      •
                The employee must be the owner, one of the owners, or a bona fide head of household in the property owned by a close relative,
                which was the place of residence immediately prior to transfer. "Home" is defined, for the purpose of this policy, as completed real
                estate used as a year-round one or two family primary residence. This includes condominiums and townhouses, and excludes
                summer or second homes or excess land or acreage adjacent to the primary home.

II.       Standard Expense Reimbursement

A.
           Employees are given a miscellaneous moving allowance equal to two weeks base salary at the rate in effect at the new location, or
           $3,000 (whichever is lower), to be used for any miscellaneous relocation expenses not specifically mentioned in this policy. The
           miscellaneous moving allowance will be paid only one time in any twelve-month period regardless of the number of moves.

      It is a good idea to keep all receipts during your move, especially the ones that are not reimbursed by IHS, to help reduce the tax impact of
      the miscellaneous moving allowance. You may use these receipts to credit against the miscellaneous moving allowance when you fill out
      your 3903 at tax time.

B.
           Lease Breaking


           1.
                  Company may cover cost and penalties to terminate a rental lease if approved by an Ex Com member.

           2.
                  Company limits lease breaking costs to a maximum amount equal to two months' rent if approved by an Ex Com member.

                                                                           2
C.
     Selection of a New Home/Househunting Pre-Move Visits


     1.
           Employee and spouse/partner may be reimbursed for one trip up to one week's duration, to the new work location for the
           purpose of selecting a home.

     2.
           Reimbursable home finding expenditures will also include expenses incurred for lodging, meals and rental car for one week's
           duration. Receipts are required and should be attached to a company expense report.


D.
     Movement of Household Goods (Primary Domicile Only)


     1.
           The Company will engage the services of a moving company to facilitate the transportation of all reasonable household effects.
           Arrangements for the special handling and movement of unusual items such as trailers, boats, livestock, hot tubs/spas, building
           materials, firewood, hobby items, etc., are not covered. Any exception requires an Ex Com members approval.

     2.
           Payment by the Company will be made only for the initial move from the employee's old primary residence to the new primary
           residence. The employee must pay for any additional pick-ups other than the primary residence and any additional deliveries at
           the new location.

     3.
           The following additional services are included:


           a.
                  Insurance at full replacement value at time of estimate. NOTE: any items of high value, such as antiques, should be
                  brought to the attention of the Relocation Department and the moving company involved.

           b.
                  Packing and Loading

           c.
                  Transporting and Unloading

           d.
                  Partial Unpacking

           e.
                  Debris pick-up

           f.
                  Normal appliance services

           g.
                  Necessary storage of household effects for up to 30 days. The moving company will arrange storage. You will need to
                  make payment to the moving company if your storage exceeds thirty days. The company will pay to deliver your goods
                  out of storage to your permanent residence one time. If you request the moving company to deliver your household
                  goods to a "self-storage" type unit, the Company will not pay to move your goods out of this type of storage.

           h.
            Permanent storage may be available when the move is international as long as the employee remains on the international
            assignment for the specified time agreed to before the move.


4.
     The company will not pay for:


     a.
            Housecleaning

     b.
            Snow removal

     c.
            Labor to take down draperies, curtains, shades, blinds

     d.
            Cost of extra pick up or delivery at second location

     e.
            Piano or organ tuning, clock servicing, electronic equipment tuning

     f.
            Dismantling of swing sets, bookshelves, outdoor recreational equipment

     g.
            Above ground pools

                                                             3
               h.
                         Furnishings of secondary homes


     5.
                    The Company will select the mover.

     6.
                    Items that cannot be moved by the moving company:


                    a.
                           Bank bills, Deeds, Valuable papers, Coins, Notes, Currency, Drafts

                    b.
                           Watches, Jewelry

                    c.
                           Liquor

                    d.
                           Furs

                    e.
                           Firearms

                    f.
                           Open paint cans, Aerosol cans, Propane

                    g.
                           Precious metals

                    h.
                           Live ammunition

                    i.
                           Coin, Stamp collections

                    j.
                           Flammable materials


     7.
                    Transporting Pets


                    a.
                           Costs for the transportation of up to two pets, each no larger than a dog, to the new location will be reimbursed up to $150
                           per animal only if it is impossible for you to transport such pets along with the family during your final move trip.
                           Reimbursement will be made only upon the presentation of a detailed original receipt attached to a company expense report
                           form. The company will accept no liability for shipping pets.


E.
          Transportation of Employee and Family


          1.
     Unless the distance is unreasonable, or where other factors do not make it practical, the employee is expected to drive his or her
     personal vehicle. Mileage will be paid at the prevailing Company rate, plus tolls and parking. Shipment of a second automobile
     is authorized when the distance exceeds 400 miles. Any requests other than the above must have the written approval from an
     Ex Com member.

2.
     If airline transportation is involved, the Company will reserve the lowest rate available through the company travel department.

3.
     A midsize automobile rental may be included for a maximum of two weeks or until your personal vehicle has arrived. This does
     not apply to a second personal vehicle. The company travel department will assist you with car rental reservations.

4.
     Meal and lodging expenses are covered and are based on reasonable expenses incurred while moving to a new location. Receipts
     are required.

5.
     Employees who are required to move to the new location before the new residence is available for possession, or arrive before
     their household effects, will be reimbursed for temporary residence for up to 30 days unless permanent housing is available
     sooner. This expense covers lodging only; it does not include food, meals and other expenses incurred while in temporary
     lodging. The relocation department will arrange all temporary housing.

6.
     Household good moves are awarded to carriers who provide professional service to our employees at all times. Every employee
     is asked to complete a Service Performance Report following the move. The carrier is evaluated on the basis of these
     performances. The

                                                              4
           relocation department will provide you with this form. Please return to the relocation department within three weeks of your
           completed move.

F.
      Assistance in the Sale of Primary Domicile/Purchase of New Home


      1.
                In order to be eligible for this benefit the employee must own a home at the old location. Expenses connected directly with the
                primary domicile (second homes or resort condominiums not included) shall be eligible for reimbursement within the following
                guidelines:


                a.
                       Payment of closing costs, including real estate fees, legal fees and miscellaneous fees normally associated with closing
                       costs. Closing costs are actual costs and should not exceed 8.5% of the selling price when selling a home, and 4.5% of
                       the purchase price when purchasing a home. Points reimbursed by the Company on the purchase end shall not exceed
                       (2) points. The loan origination fee and the loan discount points cannot exceed (2) points in total.

                b.
                       Mortgage points, penalty points, loan origination fees (on selling end), taxes and interest associated with closings costs
                       are not paid by the Company.


      2.
                The payment of closing costs on either the buying or selling end have certain restrictions, making some homes ineligible.
                Examples of these include:


                a.
                       Excess acreage/Farms

                b.
                       Commercial or Rental Properties

                c.
                       Closing costs are capped on homes valued at $750,000

                d.
                       Properties with structural problems

           Contact the relocation department if you have questions about the eligibility of your home.

III. Method of Reimbursement

A.
      Expenses for Travel, Temporary Living and other Related Expenses


      1.
                The employee shall submit expenses to the relocation department on a standard company expense report form.

      2.
                The employee's immediate supervisor must approve the expense report form before sending to the Relocation Department in
                Denver. This form must also be approved by the department head, the relocation department and the finance department
                (controller's office) before being forwarded through normal accounting channels.


B.
Tax Information


1.
      Many reimbursements or direct bill items paid to you or on your behalf are considered taxable and earned income as required by
      the Internal Revenue Service (IRS) and are included on your W-2 earnings statement.

2.
      To help compensate you for the additional taxes on the taxable items, the Company will gross-up payments for home finding
      trips, temporary living expenses, miscellaneous moving allowance and real estate closing costs (excluding points and loan
      origination fees as they are deductible as an itemized deduction).

3.
      The gross-up calculation is based on the supplemental withholding rates for federal and state withholding, if applicable, as well
      as Social Security tax, if not capped and Medicare tax and local taxes, if applicable. Spousal income, investment income or any
      other outside income is not included in the calculations.

                                                               5
4.
       You are encouraged to consult your personal tax advisor for information regarding the tax consequences of your relocation
       benefits.

5.
       A TBG company must employ the employee at the time the income tax relief is requested.

6.
       Lump sum payments to employees to assist in relocation are taxable and not eligible for income tax gross-up.

This policy may be changed at any time at the discretion of senior management.

Revised, October, 2004

                                                                 6
QuickLinks

IHS GROUP Executive Relocation Policy 2004
                                                                                                                                Exhibit 10.21

                                                                                                                        [IHS GROUP LOGO]

January 26, 2005


Mr. Charles Picasso
420 Adams Street
Denver, CO 80206


Dear Charles:

This letter is to confirm that you will be the primary user of the Cherry Creek Country Club. IHS Inc. will pay for the membership deposit and
the monthly family dues while you are employed by IHS Inc. At such time that you leave the employment of IHS Inc. for any reason, the
membership will revert back to the company.


Sincerely


/s/ Susan Auxer
Susan Auxer
Sr. Vice President
                                                                                               Exhibit 21

                                                                                                3/15/2005

IHS INC. SUBSIDIARY LISTING - ENGINEERING
FISCAL YEAR ENDED NOVEMBER 30, 2004

                                                                                           SEGMENT
ENTITY NAME                                                               COUNTRY           GROUP


British Standards Publishing (Sales) Limited                           UK             ENGINEERING
Data Conversion Specialist, Inc.                                       USA            ENGINEERING
Engineering Sciences Data Unit Ltd.                                    UK             ENGINEERING
ESDU Holdings Limited                                                  UK             ENGINEERING
ESDU International Plc                                                 UK             ENGINEERING
Global Info Centre do Brasil Ltda.                                     Brazil         ENGINEERING
IHS Africa Holdings Inc.                                               USA            ENGINEERING
IHS Australia Pty Ltd.                                                 Australia      ENGINEERING
IHS Canada Limited                                                     USA            ENGINEERING
IHS Data Conversion (Malaysia) Sdn. Bhd.                               Malaysia       ENGINEERING
IHS Database Services Inc.                                             USA            ENGINEERING
IHS Documenta de Mexico, S.A. de C.V.                                  Mexico         ENGINEERING
IHS Enterprise Solutions (Australia) Pty Limited                       Australia      ENGINEERING
IHS France                                                             France         ENGINEERING
IHS Global Brazil Inc.                                                 USA            ENGINEERING
IHS Global International Inc.                                          USA            ENGINEERING
IHS Group Holdings Limited                                             UK             ENGINEERING
IHS Health Group, Inc.                                                 USA            ENGINEERING
IHS Holding GmbH                                                       Germany        ENGINEERING
IHS Hong Kong Limited                                                  Hong Kong      ENGINEERING
IHS iMonitoring Inc.                                                   USA            ENGINEERING
IHS Italy Sri                                                          Italy          ENGINEERING
IHS Nordic Tech AB                                                     Sweden         ENGINEERING
IHS Professional Markets Inc.                                          USA            ENGINEERING
IHS Solutions Inc.                                                     USA            ENGINEERING
IHS Solutions Limited                                                  Canada         ENGINEERING
IHS South Africa Publishing Inc.                                       USA            ENGINEERING
IHS Technologies GmbH                                                  Germany        ENGINEERING
Information Handling Services Data Conversion Services, S.A. de C.V.   Mexico         ENGINEERING
Information Handling Services de Mexico, S.A., de C.V.                 Mexico         ENGINEERING
Information Handling Services GmbH                                     Germany        ENGINEERING
Information Handling Services Inc.                                     USA            ENGINEERING
Information Handling Services Japan, Inc.                              Japan          ENGINEERING
Information Handling Services (Malaysia) Sdn. Bhd.                     Malaysia       ENGINEERING
Information Handling Services Nordic A/S                               Denmark        ENGINEERING
Information Handling Services SA (Proprietary) Limited                 South Africa   ENGINEERING
Information Handling Services South Africa Inc.                        USA            ENGINEERING
National Publishing (Proprietary) Limited                              South Africa   ENGINEERING
Nexdata Solutions, Inc.                                                USA            ENGINEERING
Panda Publishing (Proprietary) Limited                                 South Africa   ENGINEERING
Poole Software International Limited                                   UK             ENGINEERING
Poole Software (Maintenance) Limited                                   UK             ENGINEERING
Poole Software (UK) Limited                                            UK             ENGINEERING
Pulse Publications (Proprietary) Limited                               South Africa   ENGINEERING
Specifile (Proprietary) Limited                                        South Africa   ENGINEERING
Technical Indexes Limited                                              UK             ENGINEERING
TFV Technischer Fachbuch-Vertrieb AG                                   Switzerland    ENGINEERING
USA Information Systems Inc.             USA   ENGINEERING
Wessex (Electronic) Publishing Limited   UK    ENGINEERING
Wessex Software Limited                  UK    ENGINEERING
                                                                3/15/2005

IHS INC. SUBSIDIARY LISTING - GROUP
FISCAL YEAR ENDED NOVEMBER 30, 2004

                                                           SEGMENT
ENTITY NAME                                  COUNTRY        GROUP


IHS Energy Group UK Limited                UK          GROUP
IHS Engineering Group UK Limited           UK          GROUP
IHS Group Canada Ltd.                      Canada      GROUP
IHS Group Inc.                             USA         GROUP
IHS Group Services Inc.                    USA         GROUP
IHS Inc. (fka HAIC Inc.)                   USA         GROUP
IHS Property Management Inc.               USA         GROUP
IHS Sponsor Inc.                           USA         GROUP
Information Handling Services Group Inc.   USA         GROUP
TBG Industries Inc.                        USA         GROUP
TBG Services Inc.                          USA         GROUP
TBG Sponsor Inc.                           USA         GROUP
                                                                                 3/15/2005

IHS INC. SUBSIDIARY LISTING - ENERGY
FISCAL YEAR ENDED NOVEMBER 30, 2004

                                                                            SEGMENT
ENTITY NAME                                                  COUNTRY         GROUP


Cambridge Energy Research Associates, Inc.                USA           ENERGY
Cambridge Energy Research Associates (Canada), Inc.       Canada        ENERGY
Cambridge Energy Research Associates (Germany) GmbH       Germany       ENERGY
Cambridge Energy Research Associates (UK) Limited         UK            ENERGY
Data Logic Services Corp.                                 USA           ENERGY
Dwights Acquisition Corp.                                 USA           ENERGY
Electronic Logbook@MAI.CO.UK                              UK            ENERGY
ERICO Data Services (Ireland) Limited                     Ireland       ENERGY
ERICO Data Services Limited                               UK            ENERGY
Heights Productions, Inc.                                 USA           ENERGY
IHS Energy (Canada) Ltd.                                  Canada        ENERGY
IHS Energy Group Inc.                                     USA           ENERGY
IHS Energy Log Services, Inc.                             USA           ENERGY
IHS Energy Ltd.                                           UK            ENERGY
Integrated Exploration and Development Services Limited   UK            ENERGY
MAI Software Limited                                      UK            ENERGY
Petroconsultants Digimap Pty Limited                      Australia     ENERGY
Petroconsultants (Far East) PTE Ltd.                      Singapore     ENERGY
Petroconsultants-MAI Inc.                                 USA           ENERGY
Petroconsultants-MAI Limited                              UK            ENERGY
Petroconsultants S.A.                                     Switzerland   ENERGY
Petroconsultants UK Limited                               UK            ENERGY
Petroleum Information Argentina, S.A.                     Argentina     ENERGY
Petroleum Information/Dwights LLC                         USA           ENERGY
Petroleum Information (ERICO) Limited                     UK            ENERGY
PID Acquisition Corp.                                     USA           ENERGY
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                                                                                                                                Exhibit 23.1


                                       Consent of Independent Registered Public Accounting Firm

     We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 17, 2005, in Amendment
No. 1 to the Registration Statement (Form S-1 No. 333-122565) and related Prospectus of IHS Inc. filed with the Securities Exchange
Commission on March 18, 2005.

                                                      /s/ Ernst & Young LLP

Denver, Colorado
March 15, 2005
QuickLinks

Consent of Independent Registered Public Accounting Firm
a.                                     Brazil         ENGINEERING
IHS Africa Hold ings Inc.                                              USA            ENGINEERING
IHS Australia Pty Ltd.                                                 Australia      ENGINEERING
IHS Canada Limited                                                     USA            ENGINEERING
IHS Data Conversion (Malaysia) Sdn. Bhd.                               Malaysia       ENGINEERING
IHS Database Services Inc.                                             USA            ENGINEERING
IHS Docu menta de Mexico, S.A. de C.V.                                 Mexico         ENGINEERING
IHS Enterprise Solutions (Australia) Pty Limited                       Australia      ENGINEERING
IHS France                                                             France         ENGINEERING
IHS Global Brazil Inc.                                                 USA            ENGINEERING
IHS Global International Inc.                                          USA            ENGINEERING
IHS Group Hold ings Limited                                            UK             ENGINEERING
IHS Health Group, Inc.                                                 USA            ENGINEERING
IHS Ho lding GmbH                                                      Germany        ENGINEERING
IHS Hong Kong Limited                                                  Hong Kong      ENGINEERING
IHS iMonitoring Inc.                                                   USA            ENGINEERING
IHS Italy Sri                                                          Italy          ENGINEERING
IHS No rdic Tech A B                                                   Sweden         ENGINEERING
IHS Professional Markets Inc.                                          USA            ENGINEERING
IHS So lutions Inc.                                                    USA            ENGINEERING
IHS So lutions Limited                                                 Canada         ENGINEERING
IHS South Africa Publishing Inc.                                       USA            ENGINEERING
IHS Technologies GmbH                                                  Germany        ENGINEERING
Information Handling Services Data Conversion Services, S.A. de C.V.   Mexico         ENGINEERING
Information Handling Services de Mexico, S.A., de C.V.                 Mexico         ENGINEERING
Information Handling Services Gmb H                                    Germany        ENGINEERING
Information Handling Services Inc.                                     USA            ENGINEERING
Information Handling Services Japan, Inc.                              Japan          ENGINEERING
Information Handling Services (Malaysia) Sdn. Bhd.                     Malaysia       ENGINEERING
Information Handling Services Nord ic A/S                              Den mark       ENGINEERING
Information Handling Services SA (Proprietary) Limited                 South Africa   ENGINEERING
Information Handling Services South Africa Inc.                        USA            ENGINEERING
National Publishing (Proprietary ) Limited                             South Africa   ENGINEERING
Nexdata So lutions, Inc.                                               USA            ENGINEERING
Panda Publishing (Proprietary) Limited                                 South Africa   ENGINEERING
Poole Soft ware International Limited                                  UK             ENGINEERING
Poole Soft ware (Maintenance) Limited                                  UK             ENGINEERING
Poole Soft ware (UK) Limited                                           UK             ENGINEERING
Pulse Publicat ions (Proprietary) Limited                              South Africa   ENGINEERING
Specifile (Proprietary) Limited                                        South Africa   ENGINEERING
Technical Indexes Limited                                              UK             ENGINEERING
TFV Technischer Fachbuch-Vert rieb A G                                 Switzerland    ENGINEERING
USA In formation Systems Inc.            USA   ENGINEERING
Wessex (Electronic) Publishing Limited   UK    ENGINEERING
Wessex Soft ware Limited                 UK    ENGINEERING
                                                                3/15/2005

IHS INC. S UBS IDIARY LISTING - GROUP
FISCAL YEAR ENDED NOVEMB ER 30, 2004

                                                           SEGMENT
ENTITY NAME                                  COUNTRY        GROUP


IHS Energy Group UK Limited                UK          GROUP
IHS Engineering Group UK Limited           UK          GROUP
IHS Group Canada Ltd.                      Canada      GROUP
IHS Group Inc.                             USA         GROUP
IHS Group Services Inc.                    USA         GROUP
IHS Inc. (fka HAIC Inc.)                   USA         GROUP
IHS Property Management Inc.               USA         GROUP
IHS Sponsor Inc.                           USA         GROUP
Information Handling Services Group Inc.   USA         GROUP
TBG Industries Inc.                        USA         GROUP
TBG Services Inc.                          USA         GROUP
TBG Sponsor Inc.                           USA         GROUP
                                                                                    3/15/2005

IHS INC. S UBS IDIARY LISTING - ENERGY
FISCAL YEAR ENDED NOVEMB ER 30, 2004

                                                                               SEGMENT
ENTITY NAME                                                    COUNTRY          GROUP


Cambridge Energy Research Associates, Inc.                   USA           ENERGY
Cambridge Energy Research Associates (Canada), Inc.          Canada        ENERGY
Cambridge Energy Research Associates (Germany) GmbH          Germany       ENERGY
Cambridge Energy Research Associates (UK) Limited            UK            ENERGY
Data Logic Services Co rp.                                   USA           ENERGY
Dwights Acquisition Corp.                                    USA           ENERGY
Electronic Logbook@MAI.CO.UK                                 UK            ENERGY
ERICO Data Services (Ireland) Limited                        Ireland       ENERGY
ERICO Data Services Limited                                  UK            ENERGY
Heights Productions, Inc.                                    USA           ENERGY
IHS Energy (Canada) Ltd.                                     Canada        ENERGY
IHS Energy Group Inc.                                        USA           ENERGY
IHS Energy Log Serv ices, Inc.                               USA           ENERGY
IHS Energy Ltd.                                              UK            ENERGY
Integrated Exp loration and Develop ment Serv ices Limited   UK            ENERGY
MAI Software Limited                                         UK            ENERGY
Petroconsultants Digimap Pty Limited                         Australia     ENERGY
Petroconsultants (Far East) PTE Ltd.                         Singapore     ENERGY
Petroconsultants-MAI Inc.                                    USA           ENERGY
Petroconsultants-MAI Limited                                 UK            ENERGY
Petroconsultants S.A.                                        Switzerland   ENERGY
Petroconsultants UK Limited                                  UK            ENERGY
Petroleu m Informat ion Argentina, S.A.                      Argentina     ENERGY
Petroleu m Informat ion/Dwights LLC                          USA           ENERGY
Petroleu m Informat ion (ERICO) Limited                      UK            ENERGY
PID Acquisition Corp.                                        USA           ENERGY
QuickLinks -- Click here to rapidly navigate through this document

                                                                                                                                Exhi bit 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 Amend ment
No. 1 to the Reg istration Statement (Fo rm S-1 No. 333-122565) and related Prospectus of IHS Inc. filed with the Securit ies Exchange
Co mmission on March 18, 2005.

                                                      /s/ Ernst & Young LLP

Denver, Colorado
March 15, 2005
QuickLin ks

Consent of Independent Registered Public Accounting Firm