**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

----

 

**FORM 10-K/A**

 

**Amendment No. 1**

** **

**(Mark One)**

 
| x                                                                                                                                                                                                      | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                   | ** **                                                                                                   |
| **For the fiscal year ended November 30, 2008**                                                                                                                                                   |
| ** **                                                                                                                                                                                             |
| **OR**                                                                                                                                                                                                 |
| ** **                                                                                                                                                                                             |
| o                                                                                                                                                                                                      | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                   | ** **                                                                                                   |
| **For the transition period from                 to               ** |

 

**Commission file number 001-32511**

 

----

 

**IHS INC.**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**                                                     | ** ** | **13-3769440**                     |
|------------------------------------------------------------------|------------|------------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization) |       | (IRS Employer  Identification No.) |

 

**15 Inverness Way East**

**Englewood, CO 80112**

(Address of PrincipalExecutive Offices)

 

**(303) 790-0600**

(Registrant’s telephonenumber, including area code)

 

----

 

Securities registeredpursuant to Section 12(b) of the Act:

 

| **Title of each class**                                                                                                                                                | ** ** | **Name of each exchange on which  registered** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------|
| Class A Common Stock,  $0.01 par value per share  Series A junior participating preferred stock purchase rights  (attached to the Class A Common Stock) |       | New York Stock Exchange                        |

 

Securities registeredpursuant to Section 12(g) of the Act:

**None.**

 

----

 

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.   x YES  o NO

 

Indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or15(d) of the Act.   o YES  x NO

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  x YES  o NO

 

Indicate by check mark ifdisclosure of delinquent filer pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of theregistrant’s knowledge, in definitive proxy or information statements incorporatedby reference in Part III of the Form 10-K or any amendment to theForm 10-K. x

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files) .  o YES  o NO

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See definition of "large accelerated filer,""accelerated filer," and "smaller reporting company" inRule 12b-2 of the Exchange Act. 

 
| Large accelerated filer x       | Accelerated filer o              |
|------------------------------------------------|--------------------------------------------|
| Non-accelerated filer o              | Smaller reporting company o |
| (Do not check if a smaller reporting  company) |                                       |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct).   o YES  x NO

 

The aggregate market value ofthe voting and non-voting common equity held by non-affiliates, based upon theclosing price for the Common Stock as reported on the New York Stock Exchangecomposite tape on the last business day of the Registrant’s most recentlycompleted second fiscal quarter, was approximately$           million. Allexecutive officers, directors, and holders of 5% or more of the outstandingCommon Stock of the registrant have been deemed, solely for purposes of theforegoing calculation, to be “affiliates” of the registrant.

 

As of December 31, 2008,there were 62,798,001 shares of the registrant’s Class A Common Stockoutstanding.

 

 

 

----

 

**Explanatory Note**

 

IHS Inc. (theRegistrant) is filing this amendment to our Annual Report on Form 10-K forthe year ended November 30, 2008 (the Form 10-K), filed with the U.S.Securities and Exchange Commission on January 23, 2009, solely to (i) correct a typographical error on the cover page thatindicated 64,798,001 shares outstanding instead of 62,798,001 sharesoutstanding on December 31, 2008; and (ii) correct typographicalerrors contained on the power of attorney filed as Exhibit 24 to theRegistrant’s Form 10-K filed on January 23, 2009.  As originally filed, the power of attorneyinadvertently omitted the proper markings to reflect the conformed signature ofeach member of the registrant’s board of directors.  Each member of the board of directors didexecute the power of attorney prior to filing the original Form 10-K, asreflected in the amended exhibit.

 

This amendment should beread in conjunction with the original Form 10-K, which continues to speakas of the date that the original Form 10-K was filed.  Except as specifically noted above, thisamendment does not modify or update any disclosures in the original Form 10-K.  Accordingly, this amendment does not reflectevents occurring after the filing of the original Form 10-K or modify orupdate any disclosures that may have been affected by subsequent events.

 

**PART IV**

 

**Item 15. Exhibits and Financial Statement Schedules**

 

(b)                                 Index ofExhibits

 

Thefollowing exhibits are filed as part of this report:

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                            |
|---------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                                                       |
| 24*                 |       | Power of Attorney                                                                                                                                                                          |
|                |       |                                                                                                                                                                                       |
| 31.1*               |       | Certification Pursuant to Rules 13a-14(a) and  15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 |
|                |       |                                                                                                                                                                                       |
| 31.2*               |       | Certification Pursuant to Rules 13a-14(a) and  15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 |

 

----

*                                         Filedelectronically herewith.

 

2

----

 

**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized, on July 28, 2009.

 
|   | IHS INC. |
|--------|---------------|
|   |          |
|   |          |
|   | By:           | /s/ HEATHER MATZKE-HAMLIN |
|   |          | Name: | Heather Matzke-Hamlin |
|   |          | Title: | *Senior Vice President and Chief Accounting Officer* |

 

Pursuant to the requirementsof the Securities Act of 1933, as amended, this report has been signed by thefollowing persons on behalf of the registrant and in the capacities indicatedon July 28, 2009.

 

| **Signature**             | ** ** | **Title**                                            |
|---------------------------|------------|------------------------------------------------------|
|                      |       |                                                 |
| /s/ JERRE L. STEAD        |       | Chairman and Chief Executive Officer (Principal      |
| Jerre L. Stead            |       | Executive Officer)                                   |
|                      |       |                                                 |
| /s/ MICHAEL J. SULLIVAN   |       | Executive Vice President and Chief Financial Officer |
| Michael J. Sullivan       |       | (Principal Financial  Officer)                       |
|                      |       |                                                 |
| /s/ HEATHER MATZKE-HAMLIN |       | Senior Vice President and Chief Accounting Officer   |
| Heather Matzke-Hamlin     |       | (Principal Accounting  Officer)                      |
|                      |       |                                                 |
| *                         |       | Director                                             |
| C. Michael Armstrong      |       |                                                 |
|                      |       |                                                 |
| *                         |       | Director                                             |
| Steven A. Denning         |       |                                                 |
|                      |       |                                                 |
| *                         |       | Director                                             |
| Ruann F. Ernst            |       |                                                 |
|                      |       |                                                 |
| *                         |       | Director                                             |
| Brian H. Hall             |       |                                                 |
|                      |       |                                                 |
| *                         |       | Director                                             |
| Roger Holtback            |       |                                                 |
|                      |       |                                                 |
| *                         |       | Director                                             |
| Balakrishnan S. Iyer      |       |                                                 |
|                      |       |                                                 |
| *                         |       | Director                                             |
| Michael Klein             |       |                                                 |
|                      |       |                                                 |
| *                         |       | Director                                             |
| Richard W. Roedel         |       |                                                 |
|                      |       |                                                 |
| *                         |       | Director                                             |
| Christoph v. Grolman      |       |                                                 |

 

| *By:   | /s/ STEPHEN GREEN  |   |   |
|--------|--------------------|--------|--------|
|   | Stephen Green      |   |   |
|   | *Attorney-in-Fact* |   |   |

 

3

----