Use these links to rapidly review the documentTABLE OF CONTENTS Item 8. Financial Statements and Supplementary Data

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-K

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)For the fiscal year ended November 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                                  to


Commission file number 001-32511



IHS INC.(Exact name of registrant as specified 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 Principal Executive Offices)

(303) 790-0600(Registrant's telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registeredClass 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
registered pursuant to Section 12(g) of the Act: None.



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. ý YES    o NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act. o YES    ý NO

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ý YES    o NO

Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to
the Form 10-K. ý

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

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). o YES    ý NO

The aggregate market value of the voting and non-voting common equity held by non-affiliates, based upon the closing price for the Common
Stock as reported on the New York Stock Exchange composite tape on the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $2,156 million. All
executive officers, directors, and holders of 5% or more of the outstanding Common Stock of the registrant have been deemed, solely for purposes of the foregoing calculation, to be "affiliates" of the
registrant.

As
of December 31, 2008, there were 64,798,001 shares of the registrant's Class A Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of the Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the
registrant's definitive proxy statement for the Annual Meeting of Shareholders to be held on May 13, 2009, to be filed with the Securities and Exchange Commission pursuant to
Regulation 14A not later than 120 days after the close of the registrant's fiscal year.



---





Table of Contents



TABLE OF CONTENTS



PageForward-Looking Statements

iiPART I

3Item 1.

Business

3Item 1A.

Risk Factors

27Item 1B.

Unresolved Staff Comments

32Item 2.

Properties

32Item 3.

Legal Proceedings

33Item 4.

Submission of Matters to a Vote of Security Holders

33PART II

34Item 5.

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities

34Item 6.

Selected Financial Data

38Item 7.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

39Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

58Item 8.

Financial Statements and Supplementary Data

60Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure

106Item 9A.

Controls and Procedures

106Item 9B.

Other Information

106PART III

107Item 10.

Directors, Executive Officers and Corporate Governance

107Item 11.

Executive Compensation

107Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

107Item 13.

Certain Relationships and Related Transactions, and Director
Independence

107Item 14.

Principal Accountant Fees and Services

107PART IV

108Item 15.

Exhibits and Financial Statement Schedules

108SIGNATURES

110


i

---





Table of Contents

FORWARD-LOOKING STATEMENTS

We have made statements under the captions "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of
Operations," and "Business and Properties" and in other sections of this Form 10-K 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 Form 10-K to conform our prior statements to actual results or revised
expectations.

*
* * *



Our fiscal years end on November 30 of each year. Unless otherwise indicated, references in this Annual Report to an individual
year means the fiscal year ended November 30. For example, "2008" refers to the fiscal year ended November 30, 2008.

ii

---





Table of Contents

PART I

Item 1.    Business



IHS is a leading provider and comprehensive source of Critical Information and Insight in a sizable and growing global information
market. Our customers rely on our products and services to facilitate crucial decision-making, support key processes, and improve productivity. We provide Critical Information and Insight to meet our
customers' needs, which include providing insight into global energy market movements, managing product lifecycles, meeting growing environmental challenges, assessing national or corporate security
issues, and forecasting the broad economic outlook across the globe. IHS customers range from governments and large multinational corporations to small companies and technical professionals, doing
business in more than 180 countries.

At
the heart of our Critical Information products and services is data obtained from public sources, third parties, and our own proprietary databases. We transform that data into
Critical Information and Insight that is both useful to our customers and available where and when they need it by combining data with our proprietary and third-party technology to create graphical
user interfaces, interactive search and navigation tools, and online databases. Customers access these products primarily through Internet-based applications and portals. In many cases, the
combination of our data with these Internet-based tools provides the customer with a unique solution. Some products are also delivered through traditional media such as print and DVD. We further
transform our Critical Information into Insight products and services with analysis from our teams of experts.

IHS
has a leading position in attractive markets. We sell our offerings primarily though online subscriptions to our numerous databases of critical information, software tools, search
interfaces and other useful applications residing on top of the data, and analytical services. As a result of our subscription- based business model and historically high renewal rates, we generate
recurring revenue and cash flow. IHS also has a scalable operating model that we believe offers significant operating leverage. Our compelling strategies, discussed later, combined with an experienced
management team continue to drive profitable growth. IHS was organized as a Delaware corporation in 1994. IHS is celebrating its 50th anniversary in 2009 and employs approximately
3,800 people in 20 countries.



Our vision is to bethe Sourcefor Critical Information and Insight. When Critical
Information or Insightor bothare mission-critical to our customers in achieving their business goals anywhere around the globe, we intend to be the source that they trust,
rely upon, and come to first. Over many years, we have established our reputation for providing valuable solutions to customers' information needs. In recent years, we have executed a shift to
Internet-based tools and portals that better meet the demands of our customers' businesses.

Detailed
below is a description of how we intend to achieve our vision. We have outlined a set of four corporate goals to ensure that we have a compass to guide us in the pursuit of our
vision. We then established a primary corporate strategy to ensure that we successfully achieve our goals. And finally, we aligned our company structure to follow our strategywith three
customer-facing regions, global product teams, and shared corporate services, all in full support of our strategy.



In order to achieve our vision to bethe Sourcefor Critical Information and Insight,
we have set four broad objectivesour goalsupon which we focus our efforts. These four goals are:



3

---



Table of Contents



We
are committed to measuring our progress on these four goals using quantifiable, objective metrics. For instance, to measure Customer Delight and colleague success, we use third-party
surveys and set goals based on those metrics. In 2009, our goal is to improve both of those measures by a minimum of ten percent. Our commitment to deliver profitable growth will be evident in each of
our quarterly and annual reports to our shareholders. Our measure of shareholder success relative to our peer group will be derived from our peers' publicly reported financial results as compared to
our own performance each year.



Our primary strategy is to continue to improve our leadership position for Information and Insight across four targeted information
"domains"Energy, Product Lifecycle, Security, and Environment. We target the information needs of our customers by focusing on these four specific information domains where we believe we
have the best opportunity to bethe Sourcefor our customers.

GRAPHIC

Each
of these four strategic information domains represents a significant market opportunity. Our goal is to be the leading source of Critical Information and Insight in each of them. In
addition, these domains are often inter-related and inter-linked; thus the intersections between them represent areas of critical interest for our customers and a further market opportunity for IHS.

4

---



Table of Contents

We
are in an ideal position to serve the broad strategic information and insight needs of our customers as well as their detailed needs in each of the four information domains where we
specialize. We are at the center of many critical business decisions for our customers, whether they are of a strategic, investment, or policy-making level or critical decisions of an operating or
technical nature.



To accommodate our strategic focus on customers, we shifted to a geographic structure that allows us to better serve our customers. We
prepare our financial reports and analyze our business in accordance with our internal structure and how we run our business. Our three reportable geographic segments are: Americas, which includes the
United States, Canada, and Latin America; EMEA, which includes Europe, the Middle East, and Africa, and India; and APAC, or Asia Pacific.

GRAPHIC

This
new integrated global organization makes it easier for our customers to do business with us by providing a more cohesive, consistent, and effective
sales-and-marketing approach in each geography. By structuring our business around customers and the regions in which they reside, we are better able to tailor and expand our
offerings to meet the unique needs of our customers both globally and in local markets. We are also able to better manage our Critical Information and Insight activities according to the best
practices of each. This new structure provides a solid foundation for profitable growth in each market for all of our capabilities. It allows us a more efficient method of bringing new products and
services to customers, and supports growth in existing accounts and with new customers and markets. As a result of this transformation, our defined operating segments changed to geographic segments
during the third quarter of 2008.



The Energy domain encompasses exploration and production of hydrocarbons through to distribution, power generation, and consumption.
Examples of Critical
Information and Insight in the Energy domain that are accessed through Internet-based tools and portals include:



5

---



Table of Contents





The Product Lifecycle domain contains information required to take a product from conception to research and development on through to
production, maintenance, and disposal. Examples of Critical Information and Insight tools accessed online through our portal in the Product Lifecycle domain include:





The Security domain contains information and insight to assist in security planning, from preparation through to crisis response and
military action. Examples of Critical Information and Insight on our online "intelligence center" that include analytical tools on an Internet-based portal in the Security domain
include:





The Environment domain contains information and tools that support compliance with environmental regulations and related issues.
Examples of Critical Information and Insight in the Environment domain include:



While each of our domains represents a significant market opportunity on a stand-alone basis, we believe we have a unique competitive
advantage and an even greater market opportunity at the

6

---



Table of Contents

intersection
of these domains. The needs of our customers have expanded due to increasing globalization and the challenging economy, which creates a need to integrate decision-making across
geopolitical, economic, environmental, regulatory and value chain issues. In response, we are deepening our domain expertise in our four domains and developing integrated offerings across and at the
intersection of the domains. As a case in point, the acquisition of IHS Global Insight has created a platform to deliver unparalleled market outlook and forecasting capabilities for our business
across ALL domains, increasing our cross-selling opportunities.

GRAPHIC

For
example, in the intersection between the Security and Product Lifecycle domains, we believe we have an opportunity to help customers manage product cost with a better understanding
of security related issues that may impact the sourcing of materials and products. Similarly, at the intersection of the Security and Energy information domains, we believe that we can help customers
understand and manage security issues as a significant driver of cost in exploring for, producing, and delivering energy around the world.

At
the intersection of the Energy and Environment information domains, we plan to help customers with their growing need for information and insight as they manage the increasingly
important issue of
environmental impact from energy exploration, production, and delivery. In addition, between the Environment and Product Lifecycle domains, we see an opportunity to help a wide range of customers
understand and manage the cost of both regulatory compliance and the actual environmental impact in their manufacturing processes.

In
all of these cases, our breadth of macroeconomic and cross-industry insights further deepens the quality of support we can offer our customers. We have the ability to offer customers
products and services that span their detailed information needs by domain, their needs for broad perspectives about countries and industries around the globe, and their needs for
real-time assistance in some of the most pressing and complicated issues they face; all of which provides customers with unparalleled offerings to their business decision-making needs. For
example, we can help a wide variety of customers address the topic of "clean energy"a widely recognized issue of concern for customers and non-customers

7

---



Table of Contents

alikeby
offering Critical Information and Insight to help our customers understand and apply economic factors, regulations, energy sources, markets (including new markets such as carbon
credits), and technology (including new and developing technologies, such as those employed in hybrid vehicles). After almost fifty years as a leading provider of information, we believe that we are
ideally positioned to be the leading provider of Critical Information and Insight to customers facing new challenges in a rapidly changing world.



We deliver our products and services through a combination of Critical Information and Insight. At the heart of our Critical
Information products and services is data obtained from public sources, third parties, and our own proprietary databases. We transform that data into Critical Information and Insight that is both
useful to our customers and available where and when they need it by combining data with our proprietary and third-party technology to create graphical user interfaces, interactive search and
navigation tools, and online databases. We deliver these products primarily through Internet-based applications and portals. In many cases, the combination of our data with these Internet-based tools
provides the customer with a unique solution. Some products are also delivered through traditional media such as print and CD-ROMs. We further transform our Critical Information
into Insight products and services with analysis from our teams of experts.



We provide Critical Informationa comprehensive collection of current and historical technical and business information
that is highly relevant to customers in the information domains we servethrough our proprietary user interfaces and technology-driven offerings. We continually augment, update, organize,
and refine this information for breadth, depth, usability, currency, and accuracy in order to deliver it according to industry requirements and customer needs. In addition, we offer our customers
interactive tools, Internet-based portals, and user interfaces designed to enable informed and effective decisions in each customer's business. For instance, some of our portals provide interactive
tools that produce graphical renditions of data or intuitive navigation systems that make data manageable. While we still offer customers some products on less robust media such as DVDs or print
media, our goal is to offer the most useful and capable offerings possible using online technology. See below for specific examples of some of our technology.

Our
Critical Information is gathered from various sources, including through our global network of industry sources and our longstanding relationships with government agencies,
manufacturers, distributors, standard development organizations (SDOs), editors and freelance contributors from all around the world. Additionally, specific to some of our Energy and Security
information domain offerings, we employ a network of independent contractors who each utilize an informal network of industry and government sources to obtain data. Each of these independent
contractors has entered into a written agreement with IHS to follow our standards and applicable laws in the course of obtaining data. Several of our Energy products and several products in our IHS
Jane's business rely heavily upon the work product of these independent contractors.

Our
largest acquisition to date, IHS Global Insight, also enhanced our critical information capabilities. IHS Global Insight maintains one of the largest privately available
time-series data collections in the world, covering macro and regional economic indicators, industry-specific statistics and metrics, financial market and securities indicators, and
international trade data. Some clients purchase only historical databases; however, the majority of IHS Global Insight's customers use this raw data in conjunction with our value-added forecasts of
key indicators and in the context of our analytical discussion of the importance and relevance of this information.

8

---



Table of Contents

Once
we obtain data, we process it rigorously. For example, in our Energy information domain products, we test data accuracy, cross-reference it against numerous sources, verify
applicable surface and subsurface attributes, and standardize and create common industry codes. We are recognized as an
industry leader in setting information standards and codes, working with our global customer base and industry groups to define and maintain Critical Information standards and formats.

We
offer this information to our customers in a timely and user-friendly manner primarily through online subscriptions. To a lesser extent, we may offer our information
products on CD-ROM, DVD, or print media. Most of our Critical Information offerings are interactive software tools. Depending on the terms of a customer's subscription, they can be made
available through Internet-based portals, installed on the customer's network for local access, or reproduced for local distribution and access.

We
integrate Critical Information with technology and applications to meet the needs of a range of users across our four targeted information domains (Energy, Product Lifecycle,
Security, and Environment) and from IHS Global Insight for macroeconomic and financial information. 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. For example, within the
energy information domain, our 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.



IHS is the trusted source not only for in-depth, accurate information, but for the expert analysis that makes that
information actionable. Accordingly, in addition to our proprietary skill at delivering Critical Information, IHS offers our customers a unique expertise in transforming that Critical Information into
valuable insight. Within our information domains, our experts start with a core of relevant, data-driven information, then analyze, distill and sort it to a point of relevant, actionable
intelligence: what we callInsight.

We
provide our Insight to governments around the globe, major energy producers, security and defense agencies, and corporations in a wide range of industries. Our customers rely on the
advantage of IHS thought leadership that results from transforming nearly 50 years of Critical Information management into vital Insight. Using our Insight products and services, our customers
are better able to serve their customers, compete in global markets, and understand geopolitical and economic conditions.

With
the acquisition of IHS Global Insight, we now have an additional set of broader, strategic insights based on its macroeconomic forecasts regarding over 200 countries and almost 200
industries. Through IHS Global Insight offerings, we provide those forecasts to a broad array of government and corporate clients. By blending our deep insight in our four traditional domains with the
broad macroeconomic capabilities of IHS Global Insight, we have created a unique position in the information world. For example, our product lifecycle domain is further strengthened by the addition of
price and sales forecasts for key industrial inputs and commodities as well as their production cost. IHS Global Insight's offerings are particularly relevant in our current environment of economic
uncertainty, as its products and services are designed to guide businesses to accurate and realistic expectations for the future.

9

---



Table of Contents

IHS
Global Insight's services are available through subscriptions or projects, and delivered through our website, printed publications, conferences, reports, and presentations. Through
its predecessor companies, IHS Global Insight founded the modern economic forecasting industry more than 40 years ago. Always a leader in modeling and forecasting, IHS Global Insight has
combined its analytical capabilities with the deep experience of industry professionals to provide unparalleled coverage in automotive, energy, agriculture, steel, telecommunications, trade, tourism,
healthcare, construction, and many others. IHS Global Insight provides comprehensive economic, financial, and political coverage of countries, regions, and industries using a unique combination of
expertise, models, data, and software within a common analytical framework to support planning and decision making.

Most
of the IHS Global Insight offerings and the associated revenues exist at the intersection of our four domainsnot fitting into any single one of domain, but supporting
and addressing customer needs at the intersection of one or more. As examples, offerings within IHS Global Insight are grouped into categories that cover more than one domain: Country Intelligence;
Sovereign Risk; Detailed North American Economic Analysis; Scenario Services; Pricing and Purchasing; World and U.S. Industry Analysis; Automotive; and Consulting.

The
IHS focus on both broad economic Insight and the four information domains where our customers have critical business needs (Energy, Product Lifecycle, Security, and Environment)
enables us to deliver Insight to customers not only within those domains, but also where those domains intersect and overlap. We believe that IHS is uniquely positioned within and across those four
information domains to deliver Critical Information and Insight to our customers around the world.

GRAPHIC



We are one of the leading global providers of Critical Energy Information and Insight. For more than four decades, we have provided
comprehensive information to energy organizations around the world. We develop and deliver critical oil and gas industry data on exploration, development, production, and transportation to major oil
and gas companies, national oil companies, electric power companies, financial institutions, and governments. We also provide operational, research, and strategic advisory services to these customers
and to utilities and transportation, petrochemical, coal, and power companies.

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 and those for whom energy is a key cost factor analyze their operations and make better use of information, which we believe enhances their ability to effectively evaluate
investment opportunities, reduce operating costs, and increase their productivity.

10

---



Table of Contents



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

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

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

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

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

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

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

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.

11

---



Table of Contents

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.



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:



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 to evaluate a variety of economic factors, such as reservoir and reserve performance, estimated ultimate recovery, and
projected cash flows with the goal of enabling our customers to make rapid and informed acquisition, divestiture, and operations decisions.

Research and expert analysis.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, both energy companies and financial institutions use research and analysis from IHS CERA to make informed decisions about energy investments and markets.

IHS
CERA offers syndicated research services, each focusing on different combinations of segments and regions in the energy industry, as well as custom consulting. Examples of such
research offerings includeGlobal Oil, European Gas, China Energy, and Global Liquefied Natural Gas.In addition to these syndicated research offerings,
we have engaged in a number of multi-client research studies, such asSecuring the Future: Making Russian-European Gas Interdependence Work, Fueling the Dragon: China's Energy
Future, The Next Prize: Strategic Positioning for a Global Gas Price,andRising to the Challenge: A Study of North American Gas Supply to 2018.

12

---



Table of Contents

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
28 years. Attracting more than 1,600 of the energy industry's leading executives and companies, financial executives, and policymakers annually, it is considered to be the most important
meeting of its kind and ranked one of the top five CEO-level conferences in the world. In addition to CERAWeek, other examples of our executive research summits are the Global Power Forum,
Eurasia Transportation Forum and the Capital Cost Analysis Forum at the "East Meets West" conference in Istanbul.

Strategic advisory services.We assist customers in assessing their strategic options by providing the Critical Information and Insight
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, renewable energy, and corporate facilitation. For example, we recently completed a Russian and Ukrainian Power market Entry strategy. Other current projects include a
North American regional Upstream Capital Cost Index comparing across six regions in North America. Most of these services are provided through the IHS CERA business.

The
Chairman of IHS CERA is its co-founder, Dr. Daniel Yergin, who is a member of the Board of the United States Energy Association and the U.S. National
Petroleum Council. He is also a Trustee of the Brookings Institution, the only foreign member of the Russian Academy of Oil and Gas, and chaired the US Department of Energy's Task Force on
Strategic Energy Research and
Development. Dr. Yergin is the author of the Pulitzer Prize-winning book titledThe Prize: The Epic Quest for Oil, Money and Power.

Company financial and operational analysis.IHS Herold holds a leading position in energy company financial and operational analyses.
IHS Herold,
founded in 1948, is a uniquely positioned information services company, providing online transaction databases and deal analyses essential to understanding and executing energy mergers and
acquisitions and capital markets transactions. Its client base is comprised of virtually every major oil and gas company, the world's leading commercial and investment banks, and top institutional and
investment money managers. IHS Herold also serves clients with focused consulting services and the highly regarded annual Pacesetters Energy Conference.

Coal industry Insight.Our McCloskey publications keep our customer base of coal producers, traders, shippers, and coal consumers
informed via eight
print and online publications as well annual conferences and consulting services. Our goal is to be the reference point for information on the coal markets. For example, major transactions in the coal
markets and steam coal deals in Europe are executed with McCloskey publications price information as their reference. Our McCloskey publication's leading role in global coal markets is highly
complementary to our overall position in the Energy domain, aligning closely with the focus on data, markets, and fundamental analysis in the petroleum markets.



IHS is one of the leading providers of Critical Information and Insight supporting the product lifecycle from upfront R&D through
design, production, maintenance, and obsolescence management. Our products and services are used by our customers in their workflows to enhance quality, reduce costs, and improve productivity.

13

---



Table of Contents

We
have been providing product lifecycle information for almost five decades, and through this have built deep, trusted relationships with our customers globally. Through these
offerings, we touch most industries and segments, with particularly large presences in the aerospace, defense, electronics, telecommunications, construction, energy and automotive industries.



Specifications and standards.We provide engineering organizations worldwide with single-source access to specifications and standards
so they can
control costs, improve decision speed and effectiveness, manage compliance, and reduce design times. We provide 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 hundreds of 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.

Our
SDO (Standards Developing Organization) relationships are critical to our specifications and standards business. SDOs generally consist of manufacturer, service provider, and
laboratory representatives who establish compliance guidelines, or specifications and standards, for an industry. Most 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 requirements. 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
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, index, and cross-reference 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.

Our
specification and standards information is delivered primarily through our proprietary web-based applicationStandards Expert which was released
in 2007 and was based on more than 45 years of experience and analysis of our customers' workflow. This application includes a number of critical tools and functionality such
as:



Regulatory data.We provide access to critical regulations for our targeted industries, such as aviation, construction, and energy. For
example, one
of our regulatory offerings contains over one 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

14

---



Table of Contents

be
integrated with specifications and standards to provide customers with a broader range of compliance information.

Electronic components parts information.The IHS electronic components eCatalog is one of the leading sources of information for this
critical
component category. With our product, companies can instantly access product critical component information, including component alternates, part status, manufacturer documentation, datasheets,
application notes, timing diagrams, and product change notifications (PCNs). This product also provides direct access to analytical predictive lifecycle information and alert part notifications,
allowing users to proactively identify and quickly minimize lifecycle management challenges, accelerating ROI.

Obsolescence management tools.Utilizing the information in our electronic components parts product,
IHS offers a tool for our customers to help them manage parts obsolescence. Bill of materials (BOM) or component manufacturer part number lists are imported and then automatically matched against our
industry-reference component database. Provided for each matched manufacturer part number is current manufacturer availability, suggested Form-Fit-Function (FFF) alternate part
numbers and our proprietary life cycle modeling and part availability predictive data.

Government parts information.IHS offers a parts and logistics management system, centered on parts procured by the U.S. government. We
provide
crucial integrated and interoperable logistics information so that processes can be automated, labor and research costs may be reduced and new levels of efficiency and return on investment can be
realized. This product contains information on more than 100 million items in the U.S. Federal Supply Catalog and over 40 U.S. Army, Navy, Air Force, and related military databases. Access to
the National Forging Tooling Database (NFTD) provides visibility to spare parts and tooling. Superior search engine capabilities enable users to search by a wide range of criteria, databases, or other
commands to returns relevant results in seconds.

Fasteners parts information.The IHS Fasteners eCatalog provides decision support for the identification, specification and sourcing of
Aerospace & Defense standard fasteners such as bolts, screws, nuts, washers, rivets, and studs. Designed with the engineering workflow in mind, the IHS Fasteners eCatalog helps solve
time-consuming challenges that engineers experience when navigating through various "flat" standards. It simplifies the human element of incorporating approved standard parts into drawings
and empowers the engineer with the ability to search for fasteners by part number, document number or parametric, based on the proprietary normalization and categorization of fastener physical and
mechanical attributes.

Catalog information.Our solution delivers a valuable and comprehensive collection of manufacturer's catalogs to our customers'
desktops with speed,
accuracy, and reliability. This product contains more than 300,000 catalogs from over 16,000 manufacturers, directory listings on an additional 500,000 manufacturers, and more than 120 million
part number references.

Maintenance, repair, and operations (MRO) project support.Utilizing our tools and proprietary MRO database, IHS offers project-based
services to
cleanse and enhance a customer's database of indirect parts. This service offering can be used to greatly reduce a customer's inventory and procurement costs and improve uptime.

Defense information services.IHS offers customers within the U.S. federal government a turnkey solution for managing parts information
at federal
facilities, primarily in the armed forces. Core elements of this service include integration of parts information and support through a dedicated team of information solutions professionals.

Integration services and support.We offer these services to integrate our content and tools into specific customer workflows and
systems. Our goal
is to create significant value for the customer by interweaving our tools and content directly into their core systems and business processes, with the

15

---



Table of Contents

additional
goal of enhancing a long-term relationship with the customer and driving increased demand for our subscription tools and information.



Engineering methods.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.



Security needs of our customers are highly diverse, including support around key areas such as equipment, military forces,
organizations, businesses, markets and geopolitics. In our increasingly competitive and uncertain world, planning for effective security protection in any realm begins with a full understanding of the
types and sources of risk that organizations face to stay ahead of potential threats.

IHS
Jane's provides the most up-to-date security information and intelligence so that our customers can accurately assess strength and vulnerability when making a
security analysis. From its inception in 1898, IHS Jane's has built a global brand by providing impartial, accurate and reliable security information and insight to leading corporations, governments
and agencies around the world. With a large team of dedicated editors, researchers, and analysts monitoring, evaluating, and reporting developments, IHS Jane's offerings blend public data, media
content, and professional and academic sources with expert analysis to provide insight on global developments and trends. A variety of electronic and print formats are available for seamless
integration into our customers' own intelligence and decision-making processes.

In
2008, IHS acquired a 50 percent investment in a joint venture with Lloyd's Register, the world's oldest international ship classification society. That joint venture, Lloyd's
RegisterFairplay, supplies maritime information publications and electronic products to the world's maritime industry and maritime regulatory authorities. Regulatory bodies that rely upon
Lloyd's RegisterFairplay include government agencies such as customs, military, and coast guards. Sophisticated computer databases developed by Lloyd's RegisterFairplay,
including unique coding systems covering ship types, ports, and shipbuilders, cover the full life cycle (from creation to destruction) of all known, propelled, sea-going merchant ships in
the world fleet of 100 gross tonnage and above. In 2008, this comprised over 100,000 ships. Detailed information includes full registration and technical details, ownership, construction, reported
fixtures, Port State Control detentions, photographs, historic movements, and casualties and demolitions.



IHS Jane's.IHS Jane's collects critical information relating to national and international security, defense intelligence, terrorism
and insurgency,
transportation, law enforcement and public safety. However, to create IHS Jane's offerings, our staff of editors and experts interprets and enhances the information. Accordingly, we consider all of
the IHS Jane's security solutions today to be under our Insight umbrella, as listed below.

Ports and terminals.The LRF Ports and Terminals database contains comprehensive details of over 10,000 ports and terminals worldwide.
Customers can
access AISLive for real time and historic ship movements. This covers Europe as well as regions in the Americas, the Caribbean, Mediterranean and Far East.

16

---



Table of Contents

Print publications.The flagship publication "Lloyd's Register of Ships" (first edition 1764) is published annually by Lloyd's
RegisterFairplay. The weekly magazine "Fairplay International" and a host of other print products and statistical publications make the Lloyd's RegisterFairplay catalog of
publications a critical source for customers with maritime interests throughout the world.

Defense forecasting.DS Forecast is our electronic subscription tool that forecasts defense equipment procurement 10 years into
the future for
19 global defense and aerospace markets. DS Forecast provides users the capability to manipulate data and perform graphical analyses to develop relevant conclusions from the data. Users can analyze
market share, market growth rates, track competitors, and identify opportunities, among other attributes.

Custom publications.Certain electronic data products may be customized specifically for individual client in-house systems. Included in
these customer-designed services to major clients are joint-products with specialized software suppliers. These products are sold to most sectors of maritime business and government. The databases are
used within business or regulatory processes and also by agencies engaged in maritime security, protection and law enforcement. The benefits in obtaining this information from Lloyd's
RegisterFairplay is the convenience of standardized data coding within an aggregated database product as well as the independent checking of the data by its expert analysts.



Comprehensive coverage.IHS Jane's provides a broad array of content coverage including: worldwide news and features; reference content,
 images and
video; company/organizations (profiles, capabilities,
people, capacity, culture, strategy, performance and prospects); equipment (specifications, utilization, markets, inventories, manufacturers and forecasts); markets (demographics, history, current
status and developments, trends and forecasts, and future opportunities); governments (the political parties, people, policies and budgets that underpin the national standing); countries
(demographics, military forces, state stability, international relations, proliferation and procurement, risk assessments, terrorism, and other threats); and events (tracking the events, incidents and
announcements that occur every day around the world).

National and international security.We conduct analyses of the internal and external dynamics of almost every country in the world and
how their
military and political environments and relationships influence the landscape, including major developments in the world's trouble spots and their predicted outcomes; accurate pinpointing and
prediction of geopolitical threats and risk around the world; analysis on a country's sphere of influence, ambitions and risk levels; and assessments of military strength and vulnerability for threat
analysis and strategy development.

Defense intelligence.Analysis on the latest defense equipment and technology, emerging systems and industry developments, including
developments,
programs, specifications on all currently operational defense equipment systems and armament; world renowned orders-of-battle breakdowns for most of the armies, navies and air
forces around the world. The acquisition of Documental Solutions has enabled us to create the market-leading market intelligence tool for business development professionals in the commercial defense
industry.

Terrorism and insurgency.A unique monitoring service which records and scales every significant terrorist or insurgent event in the
world, including
detailed breakdown of the characteristics, threat assessment, nature, motives and structure of significant terrorist and insurgent groups; country-by-country level of counter-terrorism ability;
in-depth post-analysis of major terrorist events; and briefings on significant developments.

Transportation.Specialist reference looks across the global air, land and maritime environments, including airport developments,
security analysis,
airspace management, policy and regulation; financial

17

---



Table of Contents

news
and information for both the debt and equity markets in aircraft, shipping and rail; products and services provided by specialist airport contractors; major new railway and urban transportation
projects
and programs, intermodal operations and traction and rolling stock reference; and design, build and operation of high-speed marine craft.

Law enforcement.IHS Jane's is a global resource on police and security equipment, including news and analysis on current UK policing
issues and
policy matters; product and service reference on equipment, armament, and personal protection for law enforcement personnel; and procedure, use, and technologies behind less-lethal
weapons.

Public safety.Handbooks and guides to safeguard our global and local communities to prepare for and respond to incidents of violence,
terrorism, and
natural disasters, including chemical-biological attacks, crisis communications, facility security, mass casualty situations, school and teachers' safety, unconventional weapons response, and
workplace security.

Intelligence centers.An extension to the news, analysis, imagery and reference information, Intelligence Centers integrate like topics
with the
analytical tools needed to discover in-depth and relevant insight, including advanced searching, data visualization, report building, active interlinking of content and related documents,
alerting, personalized tools and data output capabilities. Topics include Chemical, Biological, Radiological and Nuclear Assessments; Defense Equipment and Technology; Defense Forecasts; Defense
Industry and Markets; Military and Security Assessments, and Terrorism and Insurgency.

Strategic advisory services.IHS Jane's Strategic Advisory Services provide strategic consulting services to governments and businesses
to carry out
detailed, specialist research into key areas of concern, and to prepare reports to feed into customers strategic planning processes. A global network of expert analysts provides extensive experience
in aerospace and defense, national security, geopolitics, threat/risk analysis, and corporate strategy development. Practice areas are split between Corporate and Government & Public Policy
services. Corporate services include market forecasting, competitive analysis, customer analysis, program tracking and opportunity identification. In addition, a Mergers and Acquisitions service
provides investment and divestment screening, M&A impact analysis, transactions support, due diligence, and regulatory risk analysis. The Government and Public Policy service offers training,
collection and analysis of open source intelligence; special studies in the areas of threat assessments, policy analysis, order of battle studies, and regional/country assessments; procurement support
in the way of technology assessments, budget and funding analysis, RFP support and bid analysis; as well as workshops and gaming exercises.

Maritime consulting.Lloyd's RegisterFairplay provides maritime consultancy services through its specialist staff in Gothenburg,
Sweden.
As with IHS consulting, the Lloyd's RegisterFairplay advisory offering are supported by a deep store of critical information and expertise developed through many years of experience in
the industry.



Drawing on our successes and experience in the other three domains, IHS is building a leading presence in providing Critical
Information and Insight supporting decisions around the environment. With the acquisition of Dolphin Software, Inc and Environmental Software Providers (ESP) in 2008, we believe IHS is uniquely
positioned to deliver a comprehensive environmental solution especially in the areas of climate change, environmental information management, and sustainability reporting and chemical lifecycle
management.

18

---





Table of Contents



Climate change, green house gas and sustainability information.We have a leading position in enterprise information solutions to help
companies
manage their corporate wide sustainability programs. Our solutions include greenhouse gas, air and water emissions management as well as the management of emissions allowances and credit portfolios.
These tools are critical in the growing areas of corporate sustainability, green house gas and climate change.

Supply chain greening information.We offer valuable tools and information for the growing area of supply chain greening. We provide a
comprehensive
solution that allows companies to reduce costs and regulatory risk while improving worker safety and reducing environmental impact by selecting less hazardous chemicals for their operations.

Chemical management information.Our chemical management tools and MSDS database information provide the foundation for companies, from
single site
to global enterprise, to move from basic compliance toward total chemical management. These tools are critical to maintain compliance with various regulations.

Hazardous materials compliance.We provide a hazardous materials management systems (HMMS). This tool allows facilities managers and
compliance
officers to track hazardous materials from the point they enter a facility, through usage, to disposal. This tool is critical to maintain compliance with reporting regulations.

Restriction of hazardous substances (RoHS) product data information.As a critical addition to our electronic parts database, we track
and maintains
content around several critical hazardous materials that may be found in certain electronic components. Certain regions forbid the importation and sales of products containing these materials, and our
database is critical to ensure compliance with local regulations.

Product environmental compliance tool.We offer a tool that allows our customers to quickly match their component list against our list
of hazardous
materials, and offers suitable substitutions that allow our customer to remain compliant with local regulations

Hazardous materials parts management.We collect and standardize HAZMAT data according to a customer's specific requirements and
compliance
obligations, such as those cited in the EU RoHS/WEEE directives, in addition to other safety and regulatory requirements. We also provide services and software for integration into enterprise/parts
management applications and ongoing maintenance systems. In support of our solution, we can provide a HAZMAT information database available to current and future customers.



Environmental consulting.We currently provide Environmental Insight primarily through consulting engagements. These engagements
leverage our
knowledge of the environmental and carbon emissions markets. Examples of the types of engagement include: assessment of voluntary carbon emissions markets; carbon emission policy analyses; market
strategies for clients affected by new environmental policies; and corporate investment strategies in light of the changing environmental laws and regulations.



As detailed earlier, we provide certain offerings that cannot be classified into a single Information Domain, but rather exist at the
immediate intersection of the domains. Many of these offerings are part

19

---



Table of Contents

of
IHS Global Insight and allow us to provide capabilities that uniquely position IHS to provide Critical Information and Insight on increasingly complex issues where the Domains intersect.

Country intelligence.A full range of country intelligence products cover over 200 countries, providing objective and
up-to-the-minute analysis of the key factors driving country, regional, and global markets. These factors include economic analysis, data, and forecasts; political
analysis; regulatory analysis; tax laws and their impacts; operational conditions; and security risk analysisall through the prism of a daily-updated risk assessment model. On a daily
basis, clients receive event-driven updates of our country risk analysis and ratings, expert analysis of key economic and political developments, and forecasts and perspectives for planning and
decision making. Country Intelligence services deliver daily Same-Day Analysis articles via e-mail alerts, comprehensive country reports and country risk assessments
updated as events dictate, and detailed economic forecasts.

Sovereign risk.IHS Global Insight's Sovereign Risk Service provides a unique assessment of sovereign credit risk for over 200
countries worldwide.
Sovereign ratings are generated in a systematic and consistent manner using a transparent analytical model based on the experiences of global lending institutions. The ratings are derived principally
from a detailed examination of each country's key liquidity and solvency ratios. The assessment process also incorporates the current condition and outlook for each country's economy and political
situation into the ratings, including public sentiments and policymakers' attitudes toward foreign creditors.

Detailed North American economic analysis.IHS Global Insight's U.S. Macroeconomic Service provides in-depth forecasts and analyses on
the dynamics shaping the U.S. economythe largest economy in the world. We monitor and forecast all economic sectors and the forces that drive them, providing daily analysis and
interpretation of key economic data releases and events, likely impacts of proposed policy changesfrom an unbiased source, and anticipated changes in interest rates, exchange rates, and
inflation. The Canadian economy is also covered in similar detail. The U.S. Regional Service provides analysis and forecasts for each state and metropolitan statistical area, and the U.S. Industry
Services provides detailed forecasts for revenues, output, costs, and profitability for about 170 industries.

Scenario services.While most of IHS Global Insight's economic forecasting products include evaluation of alternative scenarios, the
Global Executive
Strategy Council focuses a small group of clients on the implications of long-term strategic issues. The Global Scenario Model provides the framework for quantification of the likely
outcomes of the various what-if exercises that the Council identifies.

Pricing and purchasing.Pricing and Purchasing services cover more than 750 commodities and global wage and manufacturing costs,
helping clients to
improve the management of supply chains and negotiate better contracts. This service is used to benchmark commodity buys versus market averages, evaluate supplier quotes, quantify the sources of price
changes, identify the best time to buy, negotiate contract escalator terms, and develop budgets, compensation plans, and COLAs (Cost of Living Adjustments).

World and U.S. industry analysis.The World Industry Service and the more detailed U.S. Industry and Risk Service are key tools for
market sizing,
covering 94 industries in more than 70 countries and 170 industries in the U.S. Used in sales and strategic planning functions, the service helps users to identify risk and opportunities across
countries and sectors, develop sales and product plans, minimize credit risk, benchmark company and sector performance, and allocate resources effectively.

Automotive.IHS Global Insight's deepest industry coverage is in the automotive industry. We provide industry analysis, forecasts, data,
 and
consulting services for manufacturers, component suppliers, financial organizations, transportation companies, and government agencies. Automotive

20

---



Table of Contents

products
and services include global and regional analysis and forecasting, vehicle and component-level data, automotive same-day analysis, market profiles and monthly reports,
manufacturer and supplier profiles, sustainable mobility, automotive conferences and seminars, and multi-client studies focused on the supplier industry through our SupplierBusiness Limited
subsidiary. Clients use this information to evaluate a market's potential, risk, and opportunity; quantify market-segmentation shifts; analyze competitors' product, market, and manufacturing
strategies; check the accuracy of internal and customer forecasts; and assess technology-related risks and opportunities.

Other "Intersection" offerings.In addition to our thorough global industry analysis and detailed U.S. Industry coverage, IHS Global
Insight also has
separate practices covering all major industries, with special emphasis and dedicated staff providing in-depth coverage of: agriculture, construction, consumer markets, information
technology, steel, trade and transportation, and tourism. In five industriesautomotive, banking energy, health care, and telecommunicationsSame-Day Analysis
provides a daily-update framework to country reports, regulatory analysis, and company reports.

Consulting service.IHS Global Insight's consulting services leverage our wealth of business, financial, and economic information to
analyze problems
and provide solutions. We apply the insight and expertise of our forecasting and analytical services to advise clients on specific issues that affect their competitive position, investment strategy,
or policy positions by investigating marketplace and global economic dynamics; identifying the external market forces that will shape potential growth; and providing clear, concise recommendations to
help maximize opportunity and mitigate risk.



Since acquisitions play a key role in expanding our information domain leadership and driving profitable growth, we emphasize strategy
and discipline in determining which targets to pursue and ultimately acquire. Our acquisition strategy is guided by our need to serve our
customers most pressing business issues at both the strategic and operating level as well as our goal to deepen our expertise in our four targeted information domains (Energy, Product Lifecycle,
Security, and Environment) and the intersection opportunities between the domains such as the area of supply chain management. To maintain a disciplined approach to acquisitions, we have established a
set of guiding principles. In general, an acquisition should:



We
have completed 23 acquisitions over the last three years. Some were relatively large, others were small, but they all filled a strategic need. Our larger acquisitions enable us to
achieve greater reach in a given or multiple domainsIHS Global Insight, for instance. Similarly, our
"bolt-on" or "tuck-in" acquisitions, while generally smaller, tend to consist of databases or datasets (such as the acquisition from Divestco USA Inc.) that provide a
strategic broadening of our Critical Information offerings. These bolt-on acquisitions often come with little to no overhead and deliver higher incremental margins than larger
acquisitions.

21

---



Table of Contents

During
2008, we made the following acquisitions:





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

22

---



Table of Contents

one
of the leading providers of Critical Information and Insight in the Energy, Product Lifecycle, Security, and Environment information domains. In the late 1990s, we acquired several established
energy information providers. The group that now comprises our Energy information domain offerings have accumulated and developed well production and geological information from industry and
government sources dating back to the nineteenth century. 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.



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



Our
strategic content framework 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 data with proprietary and widely used decision-support technology, thus producing Critical Information designed
for the needs of our customers. 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).

23

---



Table of Contents

We
use a series of digital rights management 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. See "Risk FactorsWe may not be able to protect intellectual property rights."

Our
strategic content framework is driven by industry standard technologies. In addition, we have standardized hardware, decision-support tools, and application platforms from industry-
leading companies. We also have proprietary technology to support our strategic content framework, 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. To that end
we have established "Centers of Excellence" (COEs) to serve as our primary sites for handling data and technology. These COEs are located in the United States, the United Kingdom, Canada, India, and
Malaysia. Our COEs are supported by "Off-Shore Development Centers" in India, China, and Eastern Europe.



We have a diverse customer base that includes many of the largest companies and government organizations. Our solutions are applicable
in numerous industries, though we have a particularly large presence in the energy industry as well as customers in defense, aerospace, construction, manufacturing and other industries. Our customers
range from large entities such as governments and large multinational companies to smaller companies and technical professionals. We are not dependent upon any single customer, or a few customers, the
loss of which would have a material adverse effect.

We
serve a global customer base with approximately half of our revenues coming from the United States and the other half coming from the rest of the world.



We sell our products to various government agencies and entities. No individual contract is significant to our business. Although our
government contracts are subject to terms that would allow renegotiation of profits or termination at the election of the government, we believe that no renegotiation or termination of any given
contract or subcontract at the election of the government would have a material adverse effect on our financial results.



Our sales and marketing teams are organized to support our three geographic segments. Thus, our customer facing efforts are aligned
with our customers and their local markets to best serve them and their needs. "Customer First," our program to understand both current customer satisfaction levels and opportunities to be addressed,
provides additional direction to sales and marketing about key areas of focus.

Within
each of our geographic segments, our sales force is generally organized based on the size of our customers and our expertise in key customer industries. Our global account
management teams address the needs of our largest customers. As the account size becomes progressively smaller, we organize sales and renewal efforts around field sales, inside sales (telesales or
e-commerce), and our dealer network.

24

---



Table of Contents

Each
global account team is comprised of a global account manager and product/solution experts. The global account manager is responsible for harnessing the knowledge of our product
specialists bring the right IHS expertise to the customer's business needs. Teams range in size from eight to fifteen members. Senior executives at IHS are assigned to, and personally engage with,
global accounts to understand needs and concerns.

We
train all of our sales colleagues using a third-party sales methodology that is designed to facilitate revenue growth while improving sales productivity. This methodology includes
account planning,
managing complex sales opportunities, and effective sales calls. The account planning process is a continuous evaluation of customer business needs with the goal of retaining and extending the
business relationship that we have with each customer. Our sales methodology facilitates revenue growth while improving sales productivity. Sales incentive compensation is based on renewing and
growing accounts, winning new accounts, cross-selling additional products, and selling new products to additional customers.

New
customer acquisition is largely conducted by our dedicated new business team. This team systematically identifies potential new customer opportunities and the sales approach for
larger new business opportunities. Our inside sales team also pursues smaller new customer opportunities. We supplement our sales efforts with e-commerce capabilities, which enable
customers to purchase offerings online.

We
use an extensive dealer network to reach customers in locations where it is not cost-effective to use our sales teams or maintain a sales office. We have approximately 60
dealers that are independent contractors, each employing from one to five sales persons. Some dealers are focused on only our offerings, but many dealers provide other products and services as part of
a broad array of information offerings for their customers in their select geography. Revenue generated by dealers represents less than 5% of our total revenue.

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

Our
marketing teams are organized at the corporate, regional, and product levels. Our corporate team provides strategic marketing programs and training resources while also focusing on
new directions for the product line-up. These teams are also responsible for overall coordination across marketing groups. Corporate marketing works closely with corporate communications
and branding experts in continuing to raise the visibility of IHS products and services to new and continuing customers. Our regional marketing teams work alongside and support our regional sales
teams both by driving brand awareness and demand generation at the local level. We tailor marketing programs by target audience and regionally leverage a marketing mix of events,
e-marketing, advertising, sales collateral, and public relations.

Our
product 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 and customer types. They analyze industry investment patterns, competitive offerings, and work with our product development teams to ensure that we are
creating Critical Information and Insight offerings that are relevant and deliver customer value. These teams also study industries we do not currently target to determine if there are potential users
that could benefit from our offerings.

25

---



Table of Contents



Our customer support program includes customer service and customer training:



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.

Starting
in 2007, we initiated a companywide priority that puts our customers at the forefront of everything we do. Called "Customer First," this initiative utilizes detailed customer
surveys using third
party methodologies to assess customer sentiment, resulting in an overall "Customer Delight" score that we measure and track annually. The surveys also are used to determine priorities for product and
service improvements in the coming year. Beginning in 2008, every IHS employee was given a personal objective tied to improving this score. Improvements made against this "Customer Delight" score
correlate to a portion of each employee's annual salary adjustment. Between 2007 and 2008, we improved our "Customer Delight" score by ten percent, meeting the objective set at the beginning of the
year by our Chief Executive Officer. For 2009, we have set a goal of improving that score by another ten percent.



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, quality and relevance of our analysis and insight, ease of use, customer support, and value for the 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 information domain, our U.S. well and production data offerings compete with offerings from TGS-NOPEC Geophysical Company and DrillingInfo, Inc., in
addition to smaller companies. Certain of our Energy offerings compete with products from Wood Mackenzie Ltd. and Geologic Data Systems, Inc., in addition to other specialized companies.
Our Energy domain's advisory services compete with PFC Energy in addition to other smaller consulting companies.

In
the Product Lifecycle, Security, and Environment information domains, we compete against a fragmented set of companies. In the Product Lifecycle information domain, we compete with
SAI Global's ILI, Thomson Corporation's Techstreet, United Business Media's Barbour, and some of the SDOs. Also within that domain, our parts offerings compete with products from
PartMiner, Inc., SAI Global's ILI, Total Parts Plus, Inc., GlobalSpec, and Thomas Publishing Company, among others. In the

26

---



Table of Contents

Security
information domain, we compete against large publishers such as McGraw-Hill, and Gannett, and smaller niche players such as Armada International, Forecast International, Control
Risks, and JSA Partners, among others. The Environment information domain is highly fragmented. Primary competition in this marketplace comes from internal customer resources, as well as small niche
players. Our IHS Global Insight business competes with a variety of niche players as well as with the Economist Intelligence Unit.



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 most of 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 100 trademarks registered around the world that we will need to renew from time to time. In addition, we have applied for patents in the United States relating to
digital rights management, remote access printing, and print on demand. See "Risk FactorsWe may not be able to protect intellectual property rights."



As of November 30, 2008, we had approximately 3,800 employees, of which approximately 2,100 were located in the United States
and approximately 1,700 were located abroad. None of our employees are represented by a collective bargaining agreement and we consider our employee relations to be good.



Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports are available, without charge, on our website,www.ihs.com, as soon as reasonably
practicable after they are filed electronically with the SEC. We have also posted our code of ethics on our website.
Copies are also available, without charge, from IHS Investor Relations and Corporate Communications, 15 Inverness Way East, Englewood, CO 80112.

We
routinely post other important information on our website under the "Investor Relations" link, so please checkwww.ihs.com.

Item 1A.    Risk Factors

We are exposed to a variety of risks and uncertainties in conducting our business, including, but not limited
to, the risks described below. This section includes forward-looking statements and future expectations as of the date of this annual report. You should carefully consider the risks described in this
section and all of the other information provided in this annual report. If any of the events or developments described below actually occurs, our business, financial condition, and results of
operations may be adversely affected. In that case, the trading price of our Class A common stock could decline and you could lose all or part of your investment.

27

---



Table of Contents

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 achieving our strategy of being the leading source of Critical Information and Insight in our targeted information domains through profitable organic growth and acquisitions. We have already begun
to invest in our growth strategy and it may take a considerable amount of time and expense to fully execute it or benefit from it. If we are unable to execute our growth strategy, or if we do so less
capably than our competitors, our operating performance including 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 organic growth. There can be no assurance that we will be
able to identify suitable candidates for successful acquisitions at acceptable prices. In addition, our ability to achieve the expected returns and synergies from our past and future acquisitions and
alliances depends in part upon our ability to integrate the offerings, technology, administrative functions, and personnel of these businesses into our business in an efficient and effective manner.
We cannot assure you that we will be successful in integrating acquired businesses or that our acquired businesses will perform at the levels we anticipate. In addition, our past and future
acquisitions may subject us to unanticipated risks or liabilities or disrupt our operations and divert management's attention from our day-to-day operations.

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

In 2008, we derived approximately 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 international operations are subject to exchange rate fluctuations and other risks relating to non-U.S. operations.

We operate in over 100 countries around the world and a significant part of our revenue comes from international sales. In 2008, we
generated approximately half of our revenues from sales outside the United States, and we expect to increase our international presence over time. Operations outside of the United States may be
affected by changes in trade protection laws, policies and measures, and other regulatory requirements affecting trade and investment; unexpected changes in regulatory requirements; social, political,
labor or economic conditions in a specific country or region; and difficulties in staffing and managing foreign operations. In addition, we must manage the uncertainties of obtaining data and creating
solutions that are relevant to particular geographic markets; the complexity of maintaining and monitoring effective policies and procedures in locations around the world; differing levels of
intellectual property protection in various jurisdictions; and restrictions or limitations on the repatriation of funds.

Significant
fluctuations in exchange rates between the U.S. dollar and foreign currencies may adversely affect our net revenues and operating profit. Our primary operations outside the
United States are in the United Kingdom, Canada, and Switzerland.

28

---



Table of Contents

We
are expanding our sales and marketing efforts in certain emerging markets. Expanding our business into emerging markets may present additional risks beyond those associated with more
developed international markets. In any emerging market, we may face additional risks, including cash-based economies, inconsistent government policies, political instability and civil
unrest, and sudden currency revaluations.

Continued disruption in credit markets and governmental policy changes may adversely affect our business, financial condition, and results of operations.

Recent disruptions in the financial and credit markets may adversely affect our business and our financial results. The tightening of
credit markets may reduce the funds available to our customers to buy our products and services for an unknown, but perhaps lengthy, period. It may also result in customers extending times for payment
and may result in our having higher customer receivables with increased default rates. General concerns about the fundamental soundness of domestic and foreign economies may also cause customers to
reduce their purchases from us even if they have cash or if credit is available to them. If for any reason we lose access to our currently available lines of credit, or if we are required to raise
additional capital, we may be unable to do so in the current credit and stock market environment, or we may be able to do so only on unfavorable terms.

The loss of, or the inability to attract and retain, key personnel could impair our future success.

Our future success depends in part on the continued service of our employeesincluding 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.

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 including jurisdiction where protecting
intellectual property rights may prove even more challenging. To prevent or respond to unauthorized uses of our intellectual property, we might be required to engage in costly and
time-consuming litigation and we may not ultimately prevail. In addition, our offerings could be less differentiated from those of our competitors, which could adversely affect the fees we
are able to charge.

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

We obtain some of our critical information from independent contractors, particularly in our Energy domain and for certain offerings of
our IHS Jane's business. 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

29

---



Table of Contents

individuals
or entities violate our policies or procedures or are otherwise deemed inappropriate or illegal, we could be subject to litigation, regulatory sanctions, or reputation damage, any of which
could adversely affect our business.

As
part of our strategic business model, we outsource certain operations and engage independent contractors to perform work in various locations around the world. Examples include "back
office" services such as payroll as well as highly technical services such as data entry, programming, indexing, and testing. By entering into these independent contractor arrangements, we face risks
that one or more independent contractors may unexpectedly cease operations, that they may perform work that deviates from our standards, that events in a given region may disrupt the independent
contractor's operations, or that we may not be able to adequately protect our intellectual property. If these risks were to occur, they 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.

Our business, financial condition, and results of operations depend upon conditions and trends affecting the industries in which our
customers do business. Examples of such industries include energy, defense, aviation, and manufacturing. It is possible that the global economic decline or a decline in several of our customers'
industries, for any reason, could adversely impact our customers and thus 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. It is possible that, if we fail to manage our sales and marketing efforts, consolidation of businesses could reduce 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 our customers' industries, including operating results, capital requirements, regulation, and litigation,
could reduce the funds available to them 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.

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. We believe that 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. 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.

30

---



Table of Contents

Some
of the critical information we use in our offerings is publicly available in raw form at little or no cost. 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, content providers such as standards bodies, 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 interruptions or breach of information systems security, fire, power loss,
sabotage, telecommunications failure, or other accidents or disasters is critical. Material delays or failures in our systems or errors in the technology that we use to store and deliver our content
to customers could 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. Material failures or problems with our systems or offerings 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 or if our offerings are misused.

As a provider of Critical Information and Insight, 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. 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, or if it is misused or used inappropriately, we could be subject to reputation
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.

We depend on content obtained through agreements with third parties, including Standards Development Organizations (SDOs) for offerings in our Product Lifecycle domain, and
the failure to maintain these agreements on commercially reasonable terms could prove harmful to our business.

Certain of our offeringsparticularly our Specs and Standards offerings in the Product Lifecycle information
domaininclude content that is either purchased or licensed from third parties, including SDOs. Offerings that rely upon SDO information accounted for approximately 20% of our total
revenue in 2008. We believe that the content licensed from many of these third parties, particularly the 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

31

---



Table of Contents

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. If we are unable to maintain or renew a significant number of these third party content 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.

The price of our 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. Sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of
the shares.

Market
fluctuations could result in volatility in the price of shares of our 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 common stock.

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 classified board, our supermajority voting requirements, and our adoption of a rights agreement, commonly
known as a "poison pill." In addition, we are subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any
holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Accordingly, our board of
directors could rely upon these or other provisions in our governing documents and upon Delaware law to prevent or delay an acquisition of us.

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

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 76 offices in 24 countries, including offices in Cambridge and Lexington, Massachusetts; Dallas, Grapevine,
Midland, Onalaska, and Houston, Texas; Salt Lake City, Utah; Arlington, Virginia; Tulsa and Oklahoma City, Oklahoma; Mountain View and San Francisco, California; New York, New York; Denver, Colorado;
Norwalk, Connecticut; Washington, D.C.; Miami, Florida; Troy, Michigan; Lake Oswego, Oregon; Eddystone, Pennsylvania; Alexandria, Virginia; Moscow, Russia; Rio de Janeiro, Brazil; Stockholm, Sweden;
Eastwood, Australia; Copenhagen, Denmark; Milan, Italy; and Gdansk, Poland. We also lease space at six locations in Canada, eleven locations in the United Kingdom, two locations in Germany, two
locations in South Africa, two locations in Mexico, two locations in Malaysia, four locations in China, two locations in France, three locations in India, two locations in Japan, two locations in
Singapore, and two locations in the United Arab Emirates. We believe that our properties, taken as a whole, are in good operating condition, are

32

---



Table of Contents

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 environmental protection and health and safety laws and regulations around the world.
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.

Item 3.    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.

Item 4.    Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our stockholders during the fourth quarter of the fiscal year.

33

---





Table of Contents

PART II

Item 5.    Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Class A common stock is quoted on the New York Stock Exchange under the symbol "IHS." The following table sets forth for the
indicated periods the high and low sales prices per share for our Class A common stock on the New York Stock Exchange:

Fiscal Year 2008 Quarters Ended:

High

LowFebruary 29, 2008

$
72.19

$
54.73May 31, 2008


71.59


58.72August 31, 2008


70.94


56.08November 30, 2008


64.64


29.12




Fiscal Year 2007 Quarters Ended:

High

LowFebruary 28, 2007

$
41.42

$
34.96May 31, 2007


45.02


35.91August 31, 2007


51.77


39.74November 30, 2007


70.49


49.94


We
have been advised by our transfer agent, American Stock Transfer, that we had 15 holders of record of our Class A Common Stock as of January 16, 2009. Based on reports
of security position listings compiled for the 2008 annual meeting of shareholders, we believe we may have in excess of 3,300 beneficial holders of our Class A Common Stock.

Our
authorized capital stock consisted of 80,000,000 shares of Class A common stock. The holders of our Class A common stock are entitled to one vote per share. Until
September 2008, our capital stock also included 13,750,000 shares of Class B common stock. On September 18, 2008, the holders of those Class B shares converted them to 13,750,000
Class A common shares.

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.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of the end of the fiscal year 2008 with respect to compensation plans under which equity
securities are authorized for issuance.

34

---



Table of Contents

Equity Compensation Plan Information

Plan Category

Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
(in thousands)

Weighted-
average
exercise price
of outstanding
options,
warrants and
rights

Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(in thousands)(a)

(b)

(c)Equity compensation plans approved by security holders


2,583
(1)
$
35.18
(2)

4,720Equity compensation plans not approved by security holders


N/A


N/A


N/ATotal:


2,583

$
35.18


4,720


---

Unregistered Sales of Equity Securities

The issuances of the securities described in the transactions below 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.

Issuer Purchases of Equity Securities

During 2008, we repurchased 1,199,595 shares of our Class A common stock for approximately $65.5 million, or $54.64 per
share.

35

---



Table of Contents

Repurchases
of equity securities during fiscal year 2008 are listed in the following table:

Period

Total Number
of Shares
Acquired

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or Programs

Maximum Number
of Shares That
May Yet Be
Purchased
Under the
Plans or ProgramsDecember 1 - December 31, 2007




$






1,000,000January 1 - January 31, 2008


66,300

$
58.41


66,300


933,700February 1 - February 29, 2008


200

$
60.02


200


933,500March 1 - March 31, 2008


27,700

$
60.00


27,700


905,800April 1 - April 30, 2008




$






905,800May 1 - May 31, 2008




$






905,800June 1 - June 30, 2008


244,146

$
58.82


244,146


661,654July 1 - July 31, 2008


302,572

$
61.93


302,572


359,082August 1 - August 31, 2008


30,848

$
61.53


30,848


328,234September 1 - September 30, 2008


378,600

$
47.54


378,600



(1)October 1 - October 31, 2008


149,229

$
46.93


149,229



(1)November 1 - November 30, 2008




$







(1)Total


1,199,595

$
54.64


1,199,595





---

In
2006, we initiated a program to reduce the dilutive effects of employee equity grants, which have consisted primarily of restricted stock. This program continued
throughout 2008. We withhold shares to fund employee statutory withholding tax requirements. As shares vest and tax withholdings come due, we withhold enough shares in treasury to cover the tax
liability and make a payment to the tax authority out of corporate cash. During the year ended November 30, 2008 we withheld $18.8 million of treasury stock under this program. The table
below sets forth the total number of shares withheld and the average fair market value of those shares.

Period

Total Number
of Shares
Withheld

Average Fair
Market Value
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or Programs

Maximum Number
of Shares That
May Yet Be
Purchased
Under the
Plans or ProgramsDecember 1 - December 31, 2007


7,918

$
68.38





January 1 - January 31, 2008


80,920

$
62.79





February 1 - February 28, 2008


118,988

$
61.71





March 1 - March 31, 2008


175

$
62.54





April 1 - April 30, 2008


1,620

$
64.45





May 1 - May 31, 2008


635

$
59.76





June 1 - June 30, 2008


11,331

$
63.07





July 1 - July 31, 2008


37,528

$
62.46





August 1 - August 31, 2008


2,586

$
63.46





September 1 - September 30, 2008


22,572

$
58.79





October 1 - October 31, 2008


14,052

$
38.94





November 1 - November 30, 2008


18,256

$
32.85





Total


316,581

$
59.43



(1)


(1)


---

36

---



Table of Contents

Three-Year Financial Performance Graph: 2005-2008

The following graph compares our total shareholder return with the Standard & Poors Composite Stock Index (S&P 500) and a
peer index representing the total price change of The Advisory Board Committee, The Dun & Bradstreet Corporation, Equifax Inc, The Corporate Executive Board Company, FactSet Research
Systems Inc., Fair Isaac Corporation, Gartner, McGraw-Hill, Moody's, Risk Metrics Group, and The Thomson Corporation.

The
graph assumes a $100 cash investment on November 11, 2005 (IHS first trading day as a public company) and the reinvestment of all dividends. This graph is not indicative of
future financial performance.

GRAPHIC

37

---



Table of Contents

Item 6.    Selected Financial Data

You should read the following selected consolidated financial data in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our consolidated financial statements and the related notes appearing elsewhere in this Form 10-K.

Years Ended November 30,2008

2007

2006

2005

2004(In thousands, except per-share amounts)Statement of Operations Data:Revenue

$
844,030

$
688,392

$
550,770

$
476,117

$
393,969Operating expenses:Cost of revenue(1)


372,731


302,558


252,423


228,172


184,437Selling, general and administrative(1)


295,523


249,583


200,719


166,845


152,936Depreciation and amortization


39,410


25,478


15,714


11,419


9,642Restructuring and offering charges (credits)


12,089


(154
)

3,103


13,703


(Gain) loss on sales of assets, net


(328
)

(758
)

56


(1,331
)

(5,532
)Impairment of assets














1,972Net periodic pension and post-retirement benefits


(3,704
)

(668
)

(2,745
)

(3,355
)

(5,133
)Other expense (income), net


(5,202
)

(4,249
)

1,315


(1,188
)

2,736Total operating expenses


710,519


571,790


470,585


414,265


341,058Operating income


133,511


116,602


80,185


61,852


52,911Gain on sale of investment in affiliate(2)














26,601Interest income


3,162


6,784


5,974


3,485


1,140Interest expense


(2,482
)

(720
)

(847
)

(768
)

(450
)Non-operating income (expense), net


680


6,064


5,127


2,717


27,291Income from continuing operations before income taxes, minority interests, and discontinued operations


134,191


122,666


85,312


64,569


80,202Provision for income taxes


(38,512
)

(38,827
)

(26,879
)

(20,376
)

(16,644
)Income from continuing operations before minority interests, equity investment and discontinued operations


95,679


83,839


58,433


44,193


63,558Income from equity investments


3,327











Minority interests


(13
)

(64
)

(168
)

(146
)

(275
)Income from continuing operations


98,993


83,775


58,265


44,047


63,283Discontinued operations:(3)Loss from discontinued operations, net








(1,920
)

(2,250
)

(1,969
)Net income

$
98,993

$
83,775

$
56,345

$
41,797

$
61,314Income from continuing operations per share:Basic (Class A and Class B common stock)

$
1.60

$
1.41

$
1.03

$
0.80

$
1.15Diluted (Class A and Class B common stock)

$
1.57

$
1.39

$
1.03

$
0.79

$
1.15Net income per share:Basic (Class A and Class B common stock)

$
1.60

$
1.41

$
1.00

$
0.76

$
1.11Diluted (Class A and Class B common stock)

$
1.57

$
1.39

$
0.99

$
0.75

$
1.11Balance Sheet Data (as of period end):Cash and cash equivalents

$
31,040

$
148,484

$
180,034

$
132,365

$
124,452Total assets


1,436,180


1,323,807


944,301


807,156


752,644Total long-term debt and capital leases





37


74


262


607Total stockholders' equity


801,055


840,908


565,191


477,180


421,051


---

Years Ended November 30,2008

2007

2006

2005

2004(In thousands)Cost of revenue

$
1,361

$
1,142

$
2,882

$
551

$
4,437Selling, general and administrative


38,611


29,299


18,820


4,721


17,065Discontinued operations








254





303Total stock-based compensation expense

$
39,972

$
30,441

$
21,956

$
5,272

$
21,805


38

---



Table of Contents

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations

Some of the information in this Annual Report on Form 10-K includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this Form 10-K, including, without limitation, certain statements under this "Management's Discussion and Analysis of Financial Condition
and Results of Operations," may constitute forward-looking statements. These forward-looking statements involve risks and
uncertainties. Our actual results could differ materially from those indicated in these statements as a result of certain factors as more fully discussed under the headings "Forward-Looking
Statements" and "Risk Factors."

The following discussion of our financial condition and operating results should be read in conjunction with "Selected Financial Data" and our consolidated
financial statements and accompanying notes included in this Form 10-K.

Executive Summary

As discussed more completely in "BusinessOverview" above, IHS is a leading provider and comprehensive source of Critical
Information and Insight in a sizable and growing global market. Our customers rely on our products and services to facilitate crucial decision-making, support key processes, and improve productivity.
At the heart of our products and services is data obtained from public sources, third parties, and our own proprietary databases. We transform that data into Critical Information and Insight that is
both useful to our customers and available where and when they make critical business decisions. The data is transformed into Critical Information when we combine it with our proprietary and
third-party technology to create graphical user interfaces, search and navigation tools, and online delivery systems or we deliver as individual documents. We further transform that information into
Insight products and services with analysis and interpretation from our teams of experts.

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. We generally recognize revenue from subscriptions (which are usually for one-year periods) ratably over the term of the subscription. 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 the recognition of revenue and income. Historically, our business has had
seasonal aspects. However, with the continued organic growth in our subscription-based business model combined with several acquisitions in recent years, our seasonal aspects have diminished although
our fourth quarter revenue and profit tends to be slightly higher than other quarters due to the product mix typically sold in the fourth quarter. Our first quarter also benefits from the inclusion of
the results from CERAWeek, an annual energy executive gathering.

We
serve some of the world's largest corporations across multiple industries, as well as governments and other organizations, in more than 100 countries. Our primary operations outside
the United States are in the United Kingdom, Canada and Switzerland. We have structured our business around our customers and the geographies in which they reside: Americas(which includes the United
States, Canada, and Latin America);EMEA(Europe, the Middle East,
and Africa, with India also included in the region), andAPAC(the Asia Pacific region, which includes many countries such as China, Japan, South Korea,
Malaysia, and Australia). This allows us to tailor and expand the solutions we offer to meet the unique needs of our customers both globally and in local markets.

39

---



Table of Contents

We
have targeted four specific information "domains"Energy, Product Lifecycle, Security, and Environment. Since these four information domains represent areas where our
customers have needs for Critical Information and Insight, we use these domains to set priorities and design our business strategies. In addition, we have certain product lines that intersect multiple
domains. We have categorized these products as Intersection and have not allocated them to any specific domain.

As
we continue to deliver Critical Information and Insight in those four information domains, we prepare our financial reports and analyze our business across our three reportable
geographic segments. As the information that our customers need to address their complex business issues continues to converge at the intersection of the information domains that we serve, we have
reorganized our management structure in 2008 to a geographic focus, the point of contact with our customers. This new integrated global organization will make it easier for our customers to do
business with us by providing a more cohesive, consistent, and effective sales and marketing approach in each region. By structuring our business around customers and the geographies in which they
reside, we are able to tailor and expand the solutions we offer to meet the unique needs of our customers both globally and in local markets. We are also able to better manage our Critical Information
and Insight activities according to the best practices of each. This new structure provides a solid foundation for growth in each market for all of our capabilities. It allows us a more efficient
method of bringing new products and services to customers, and supports growth in existing accounts and with new customers and markets. As a result of this transformation, our defined operating
segments changed to geographic segments during the third quarter of 2008.

Inherent
in all of our strategies is a firm commitment to put our customers first in everything that we do. We believe that maintaining a disciplined "outside-in" approach
will allow us to better serve our customers and our shareholders. Our primary strategy is to achieve and strengthen a leading position inand at the intersection ofour
targeted information domains. We also intend to continue driving margin and quality improvement through operational transformation.

To
support these strategies, we have several on-going cross-functional projects led by members of the senior leadership team. Our operational transformation is an evolution,
one which started over three years ago and will continue for a few years to come. We have not designed these initiatives as purely cost-cutting events. Rather, they are multi-faceted
endeavors designed to simultaneously improve the quality of our offerings while optimizing the efficiency and effectiveness of the processes involved.



We generate approximately half of our total revenue from outside the United States. Our primary operations outside the United States
are in the United Kingdom, Canada, and Switzerland.

The
table below presents the split of revenue by type of offering for each of our three segments:

Americas

EMEA

APAC2008

2007

2006

2008

2007

2006

2008

2007

2006Critical Information Products


71
%

75
%

78
%

57
%

68
%

77
%

63
%

67
%

71
%Critical Information Services


9


8


9


2


2


2


1


2


1Insight Products


14


10


8


29


19


11


28


19


11Insight Services


6


7


5


12


11


10


8


12


17Total revenue


100
%

100
%

100
%

100
%

100
%

100
%

100
%

100
%

100
%


Each
of our segments' results from operations is primarily driven by organic growth and acquisitions. Foreign currency also impacts the results of each of the segments. Organic growth is
driven by several factors, including our ability to further penetrate existing customers, generate new

40

---



Table of Contents

customers,
raise prices, introduce new offerings, update existing offerings, execute our sales and marketing plans, and world economic and other events.

Within
our Insight Services, we deliver consulting services to our customers. Consulting services for the year ended November 30, 2008 represented less than 7% of our total
revenue.



We have completed 23 strategic acquisitions over the last three years. Some were relatively large, others were small, but they all
filled a strategic need. Our larger acquisitions enable us to achieve greater reach in a given or multiple domainsfor
example, the Global Insight business. Similarly, our "bolt-on" or "tuck-in" acquisitions, while generally smaller, tend to consist of databases or datasets (such as Divestco
USA Inc.) that provide a strategic broadening of our Critical Information offerings. These bolt-on acquisitions often come with little to no overhead and deliver higher incremental
margins than larger acquisitions.

During
2008, we made the following acquisitions:



41

---



Table of Contents



Our
consolidated financials include the results of operations and cash flows for these acquisitions beginning on their respective dates of acquisition.



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



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 $430.2 million of revenue outside the United States during the year ended November 30, 2008, which represented slightly more than half of our
total revenue. Our primary operations outside the United States are in the United Kingdom, Canada, and Switzerland.

Our
international operations expose us to foreign-currency risk. Fluctuations in foreign currency rates (decreased) increased our revenues by $(2.6) million, $15.0 million and
$0.1 million for the years ended November 30, 2008, 2007 and 2006, respectively, and increased (decreased) our operating income by $1.0 million, $4.4 million and $(3.3)
million for the same respective periods. See "Qualitative and Quantitative Disclosures About Market RiskForeign Currency Risk."



During the third quarter of 2008, we executed a restructuring initiative that primarily affected the Americas and EMEA segments.
One-time, involuntary benefit arrangements and other exit costs are

42

---



Table of Contents

accounted
for under the provisions of SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." Costs arising under our
defined benefit pension plans from providing enhanced benefits are accounted for under the provisions of SFAS No. 88, "Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits." Restructuring and related expenses consist of direct and incremental costs associated with
restructuring and related activities, including severance, outplacement, and other employee related benefits; facility closure including non-cash expenses related to fixed asset and
leasehold improvement write-offs; and other expenses include legal expenses associated with employee terminations that were incurred during the quarter.

This
initiative was undertaken to further the realignment of our resources around our regional organizational structure and to further transform our knowledge-based data accumulation
operations to ensure continuous improvement in the quality of the Critical Information and Insight we deliver to our customers. During the course of the restructuring, we reduced our aggregate
workforce by approximately 7%, we eliminated certain contractor positions and we closed certain offices. As a result of this initiative, we expect to realize an annual improvement to
pre-tax income of between $8.0 million and $10.0 million beginning in the fourth quarter of 2008.

During
the fourth quarter of 2006, we executed a restructuring initiative. This initiative was undertaken to further focus on offerings with the most growth potential, but it also had
the added benefit of trimming the cost structure. During the course of the restructuring, we reduced our aggregate workforce by approximately 40 employees. The $2.5 million restructuring charge
was incurred in its entirety during the fourth quarter of 2006 and comprised entirely of employee severance and other termination benefits costs.

We
also incurred $0.8 million of costs associated with our 2006 secondary offering. We were required to expense these costs since we did not issue any shares in connection with
the offering; rather, all shares in that offering were sold by existing shareholders.



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

A
large portion of our operating expenses are not directly variable with volume sold, particularly in our subscription based business. Within certain product offerings, a portion of our
Critical Information revenue is driven from the sale of specifications and standards, the content for which is obtained from SDOs.

Stock-based compensation expense.We have issued equity-based compensatory awards, primarily restricted stock units, for which we will
record the
cost over its vesting period. The typical vesting period is three years, and none of the grants exceed five years. As of November 30, 2008, we had approximately 2.4 million stock-based
awards outstanding, of which approximately 1.3 million were performance-based awards, assuming maximum potential payout of the performance awards. For our highest-ranking employees,
100 percent of their annual grants are typically performance-based awards. The vesting of the performance shares granted to date is principally based on achieving certain financial performance
levels during the fiscal years 2009 and 2010.

43

---



Table of Contents

As of November 30, 2008, we have estimated that the maximum number of shares issuable for the 2009 fiscal year will vest, and that the target number of
shares issuable for the 2010 and 2011 fiscal years will vest. Using these estimates, projected share-based compensation expense for 2009 is estimated at $55 -$60 million, and
incorporates these grants. A change in the actual performance levels achieved by the Company could result in a change in the actual amount of stock based compensation that we recognize. For example,
in the event we do not achieve the projected performance metrics for 2009, 2010 or 2011, our stock based compensation expense would decrease.

Pension and post-retirement benefits.We have one defined benefit plan that covers the majority of our employees in the U.S. (US RIP),
and another defined benefit plan that covers a limited number of our employees in the U.K. (UK RIP). Both of these plans were overfunded as of November 30, 2008. We also have postretirement
plans in the U.S. that provide medical benefits for certain retirees and eligible dependents. Lastly, we have an unfunded Supplemental Income Plan (SIP), which is a non-qualified pension plan, for
certain company personnel.

Net
periodic pension and post-retirement benefits are historically comprised of U.S. pension income, U.K. pension expense, U.S. post-retirement benefit income and
SIP expense shown on a net basis. Net periodic pension and post-retirement benefits income were comprised of the following:

Years Ending November 30,2008

2007

2006(In thousands)Net pension (income) expense

$
(1,681
)
$
1,281

$
(1,596
)Post-retirement benefit income


(2,023
)

(1,949
)

(1,149
)Net periodic pension and post-retirement benefits income

$
(3,704
)
$
(668
)
$
(2,745
)


Provision for income taxes.Our effective tax rate was 28.7%, 31.7%, and 31.5% in the years ended November 30, 2008, 2007, and
2006,
respectively. We expect our fiscal year 2009 effective tax rate to be comparable to the fiscal year 2008 rate. See our consolidated financial statements included elsewhere in this
Form 10-K.

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.



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:



44

---



Table of Contents



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

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



We account for our business acquisitions in accordance with the provisions of SFAS No. 141,Business
Combinations,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 regarding
multiple, highly subjective variables, including those with respect to future cash flows, discount rates, asset lives, and the use of different valuation models and therefore require considerable
judgment. Our estimates and assumptions may be based, in part, on the availability of listed market prices or other transparent market data. These determinations will affect the amount of amortization
expense recognized in future periods. We base our fair value estimates on assumptions we believe to be reasonable but are inherently uncertain. Depending on the size of the purchase price of a
particular acquisition as well as the mix of intangible assets acquired, our financials results could be materially impacted by the application of a different set of assumptions and estimates.



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, many of which are subjective in nature, 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 as described further below. Impairments are expensed when incurred. Specifically, we test for impairment as follows:



An intangible asset that is subject to amortization is reviewed when impairment indicators are present in accordance with SFAS
No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets. We compare the expected undiscounted future operating cash
flows associated with finite-lived assets to their respective carrying values to determine if the asset is fully recoverable. If the expected future operating cash flows are not sufficient to recover
the carrying value, we estimate the fair value of the asset. Impairment is recognized when the carrying amount of the asset is not recoverable and when the carrying value exceeds fair value. The
projected cash flows require several assumptions related to, among other things, relevant market factors, revenue growth, if any, and operating margins.

45

---



Table of Contents

We
also assess the economic life of the assets and amortize the assets over these periods. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on
our financial results.



In accordance with SFAS No. 142,Goodwill and Other Intangible Assets, we
perform the impairment test for indefinite-lived intangible assets by comparing the asset's fair value to its carrying value on at least an annual basis. An impairment charge is recognized if the
asset's estimated fair value is less than its carrying value.

We
estimate the fair value based on projected discounted future cash flows, which, in turn, are based on our views of uncertain variables such as growth rates, anticipated future
economic conditions and the appropriate discount rates relative to risk and estimates of residual values. The use of different estimates or assumptions within our discounted cash flow model when
determining the fair value of our indefinite-lived intangible assets or using a methodology other than a discounted cash flow model could result in different values for our indefinite-lived intangible
assets and could result in an impairment charge.



In accordance with SFAS No. 142, we test goodwill for impairment on a "reporting unit" level as defined by reference to SFAS
No. 131,Disclosures about Segments of an Enterprise and Related Informationon at least an annual basis. 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:



The
use of different estimates or assumptions within our discounted cash flow model when determining the fair value of our reporting units or using a methodology other than a discounted
cash flow model could result in different values for reporting units and could result in an impairment charge.

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

46

---



Table of Contents

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.

On
December 1, 2007, we adopted FASB Interpretation No. 48,Accounting for Income Taxes(FIN No. 48), which
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48
also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Upon adoption of FIN No. 48, we recorded a cumulative
effect adjustment of $1.4 million to increase beginning retained earnings. Following adoption of FIN No. 48, we include accrued interest and accrued penalties related to amounts accrued
for unrecognized tax benefits in our provision for income taxes. We had previously included interest and penalties in interest income (expense) and other income (expense), respectively.

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 some employees in the U.K. We also have
postretirement plans in the U.S. that provide medical benefits for certain retirees and eligible dependents. The accounting for these plans is subject to the guidance provided in SFAS No. 87, Employers' Accounting for
Pensions, and SFAS No. 106,Employers' Accounting for Postretirement Benefits Other than
Pensions, and SFAS No. 158,Employers' Accounting for Defined Benefit Plans and Other Postretirement Plans. 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.

Key
assumptions in measuring the plan obligations include the discount rate, the rate of future salary increases, the long-term expected return on plan assets, and various
demographic assumptions, as follows:



47

---



Table of Contents



Depending
on the assumptions and estimates used, our net periodic pension and postretirement benefit income could vary within a range of outcomes and have a material impact on our
financial results.

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 2008 would have had the following effects on 2008 pension expense:

Impact to Pension ResultsU.S. PlanChange in Assumption

Increase/(Decrease) on
2008 Pre-Tax Expense

Increase/(Decrease) on
November 30, 2008 PBO(In thousands)50-basis-point decrease in discount rate

$
646

$
8,77850-basis-point increase in discount rate

$
(19
)
$
(8,100
)50-basis-point decrease in expected return on assets

$
1,302

$
50-basis-point increase in expected return on assets

$
(1,301
)
$





Impact to Pension ResultsU.K. PlanChange in Assumption

Increase/(Decrease) on
2008 Pre-Tax Expense

Increase/(Decrease) on
November 30, 2008 PBO(In thousands)50-basis-point decrease in discount rate

£
119

£
1,84950-basis-point increase in discount rate

£
(113
)
£
(1,620
)50-basis-point decrease in expected return on assets

£
87

£
50-basis-point increase in expected return on assets

£
(87
)
£



Stock-Based Compensation

We have one share-based compensation plan, the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan (the "2004
Long-Term Incentive Plan"), that 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. Our Amended and Restated IHS Inc. 2004
Directors Stock Plan, a sub-plan under our 2004 Long-Term Incentive Plan, provides for the grant of restricted stock and restricted stock units to non-employee
directors as defined in that plan.

As
of November 30, 2008, we had approximately 2.4 million stock-based awards outstanding, of which approximately 1.3 million were performance-based awards, assuming
maximum potential payout of the performance awards.

As
of November 30, 2008, we have estimated that the maximum number of shares issuable for the 2009 fiscal year will vest, and that the target number of shares issuable for the
2010 and 2011 fiscal years will vest. Using these estimates, projected share-based compensation expense for 2009 is estimated at $55 -$60 million, and incorporates these grants. A change
in the actual performance levels achieved by the Company could result in a change in the actual amount of stock based compensation that we recognize. For example, in the event we do not achieve the
projected performance metrics for 2009, 2010 or 2011, our stock based compensation expense would decrease.

We
believe that the assumptions related to our performance-based stock awards are critical because they are susceptible to change from period to period based on market and other
uncertain conditions beyond our control.

48

---



Table of Contents

We
determine the fair value of our stock options using the Black-Scholes pricing model. This valuation model requires management to make assumptions and to apply judgment to determine
the fair value of our awards. These assumptions and judgments include estimating:



Given
that we only had 0.3 million options outstanding as of November 30, 2008, changes in these assumptions were not likely to materially affect our financial results.
However, if the number of options granted materially increases in the future, the likelihood that changes in our valuation assumptions could materially impact our financial results also increases.

Results of Operations

Set forth below are our results of operations expressed as a percentage of revenue.

Years Ended
November 30,2008

2007

2006Revenue:Products


86
%

86
%

86
%Services


14


14


14Total revenue


100


100


100Operating expenses:Cost of revenue


44


44


46Selling, general and administrative


35


36


37Depreciation and amortization


5


4


3Restructuring and offering charges


1





Gain on sales of assets, net








Net periodic pension and post-retirement benefits








(1
)Other expense, net


(1
)

(1
)

Total operating expenses


84


83


85Operating income


16


17


15Interest income





1


1Interest expense








Non-operating income, net





1


1Income from continuing operations before income taxes and minority interests


16


18


16Provision for income taxes


(4
)

(6
)

(5
)Income from continuing operations before minority interests


12


12


11Minority interests








Income from equity-method investment








Income from continuing operations


12


12


11Discontinued operations:Loss from discontinued operations, net








(1
)Net income


12
%

12
%

10
%


49

---



Table of Contents

Set
forth below is our revenue and operating income for our segments for the years ended November 30, 2008, 2007 and 2006. Certain shared-services functions are not allocated to
our operating segments. Unallocated amounts include corporate-level restructuring and offering charges, stock-based compensation expense, net periodic pension and post-retirement benefits
income, corporate-level impairments, and gains on sales of corporate assets.

Years Ended November 30,2008

2007

2006(In thousands)Americas revenue

$
520,925

$
428,025

$
346,283EMEA revenue


263,457


210,299


163,624APAC revenue


59,648


50,068


40,863Total revenue

$
844,030

$
688,392

$
550,770Americas operating income

$
160,757

$
133,785

$
91,357EMEA operating income


44,258


35,200


30,138APAC operating income


18,098


12,582


8,714Shared services operating expense


(89,602
)

(64,965
)

(50,024
)Total operating income

$
133,511

$
116,602

$
80,185


Year Ended November 30, 2008 Compared to the Year Ended November 30, 2007

Revenue.Revenue was $844.0 million for the year ended November 30, 2008, compared to $688.4 million for the year ended
November 30, 2007, an increase of $155.6 million or 23%. This increase was driven in part by acquisitions which contributed $110.0 million and organic growth which contributed
$48.2 million. The negative impact of foreign currency was $2.6 million.

Revenue
for our Americas segment was $520.9 million for the year ended November 30, 2008, compared to $428.0 million for the year ended November 30, 2007, an
increase of $92.9 million or 22%. This increase was driven primarily by acquisitions which added $60.4 million and organic growth which contributed $30.1 million. Favorable
foreign currency rates added $2.4 million of revenue growth. Organic growth in 2008 was driven by price increases and growth in certain Critical Information subscription products, primarily
within the Energy domain. Revenue from products was $440.7 million for 2008, up $76.7 million or 21% compared to 2007. Revenue from services was $80.3 million for 2008, up
$16.2 million or 25% compared to 2007.

Revenue
for our EMEA segment was $263.5 million for the year ended November 30, 2008, compared to $210.3 million for the year ended November 30, 2007, an
increase of $53.2 million or 25%. This increase was driven primarily by acquisitions which contributed by $42.8 million and organic growth which contributed $15.4 million.
Unfavorable foreign currency rates adversely impacted revenue by $5.0 million. Organic growth was driven primarily by price increases and growth in certain critical information subscription
products, primarily within the Energy domain. Revenue from products was $227.5 million for 2008, up $45.0 million or 25% compared to 2007. Revenue from services was $35.9 million
for 2008, up $8.2 million or 29% compared to 2007.

Revenue
for our APAC segment was $59.6 million for the year ended November 30, 2008, compared to $50.1 million for year ended November 30, 2007, an increase
of $9.5 million or 19%. This increase was driven in part by acquisitions which contributed $6.8 million and organic growth which contributed $2.7 million. Foreign currency rates
had minimal impact on revenue. Organic growth was driven primarily by increased sales in our specifications-and-standards offerings in 2008.

Revenue
from products was $722.3 million for 2008, up $132.7 million or 23% compared to 2007. This increase was primarily due to Critical Information products, which
increased $57.8 million, or 12% in 2008. Revenue from services was $121.7 million for 2008, up $22.9 million or 23% compared to 2007.

50

---



Table of Contents

Services
revenue growth was partly attributable to the acquisition of Global Insight as well as strong organic growth in the first half of 2008.

Revenue
for the Energy domain was $442.9 million for the year ended November 30, 2008, an increase of $69.4 million, or 19% over the year ended November 30,
2007. This increase was primarily due to an increase in the Critical Information sales. Product Lifecycle domain revenue was $290.6 million for the year ended November 30, 2008, an
increase of $12.4 million, or 4% over the year ended November 30, 2007. This increase was due to increases in Critical Information products. Revenue for the Security domain was
$75.2 million for the year ended November 30, 2008, an increase of $39.9 million over the year ended November 30, 2007. This increase was primarily due to an increase in
revenue from IHS Jane's offerings which was acquired in June 2007. Environment domain revenue was $22.5 million for the year ended November 30, 2008 and was from acquisitions made since
the fourth quarter of 2007. Intersection revenue, which includes product lines that intersect multiple domains, was $12.8 million in 2008.

Cost of Revenue.Cost of revenue was $372.7 million for the year ended November 30, 2008, compared to $302.6 million for
the
year ended November 30, 2007, an increase of $70.2 million or 23%. As a percentage of revenue, cost of revenue increased to 44.2% from 44.0%. Cost of revenue as a percentage of revenue
within our Americas segment decreased to 41.8% from 42.5% resulting from increased sales in our Critical Information products which have a relatively fixed-cost base. Cost of revenue as a
percentage of revenue within our EMEA segment increased to 47.9% from 46.2%, principally due to an increase in lower margin services. Cost of revenue as a percentage of revenue within our APAC segment
decreased to 41.1% from 45.1% principally due to an increase in the sale of higher margin Insight products.

Selling, General and Administrative Expenses.Selling, general and administrative (SG&A) expenses were $295.5 million for the
year ended
November 30, 2008, compared to $249.6 million for the year ended November 30, 2007, an increase of $45.9 million or 18%. Stock-based compensation expense included in SG&A
increased $9.3 million to $38.6 million. Organic SG&A growth was $7.6 million as we incurred costs related to our quote-to-cash system implementation and
other initiatives. Acquisitions contributed $31.0 million of the increase. Foreign currency movements decreased SG&A by $2.0 million. As a percentage of revenue and excluding stock-based
compensation expense, SG&A was 30.4% for the year ended November 30, 2008, down from 32.0% for the year ended November 30, 2007.

Restructuring Charge.During the third quarter of 2008, we executed a restructuring initiative which primarily affected the Americas
and EMEA
segments. This initiative was undertaken to further the realignment of our resources around our regional organizational structure and to further transform our knowledge-based data accumulation
operations to ensure continuous improvement in the quality of the Critical Information and Insight we deliver to our customers. During the course of the restructuring, we reduced our aggregate
workforce by approximately 7%, we eliminated certain contractor positions and we closed certain offices. The restructuring charge of $12.5 million was incurred in its entirety during the third
quarter of 2008 and was comprised primarily of employee severance and termination benefits and lease termination costs. During the fourth quarter of 2008, $0.4 million of this restructuring
charge was reversed resulting in a $12.1 million charge for the full year 2008. Approximately $5.8 million of the charge related to our Americas segment, $5.9 million pertained to
our EMEA segment and $0.4 million related to corporate costs.

Depreciation and Amortization Expenses.Depreciation and amortization expenses were $39.4 million for the year ended
November 30, 2008,
compared to $25.5 million for the year ended November 30, 2007, an increase of $13.9 million or 55%. The increase was primarily due to acquisitions.

51

---



Table of Contents

Operating Income.Operating income was $133.5 million for the year ended November 30, 2008, compared to $116.6 million
for the
year ended November 30, 2007, an increase of $16.9 million or 15%. As a percentage of revenue, operating income decreased to 15.8% for the year ended November 30, 2008 from 16.9%
for the year ended November 30, 2007, which was primarily due to the restructuring charge in 2008.

Operating
income for our Americas segment was $160.8 million for the year ended November 30, 2008, compared to $133.8 million for the year ended November 30,
2007, an increase of $27.0 million or 20%. The increase was principally due to the additional revenue discussed above coupled with our ability to leverage a relatively fixed-cost
structure with our subscriptions-based products. This was partially offset by an increase in amortization of assets related to our acquisitions as well as the restructuring charge in 2008. As a
percentage of revenue, Americas operating income decreased to 30.9% from 31.3% in 2007.

Operating
income for our EMEA segment was $44.3 million for the year ended November 30, 2008, compared to $35.2 million for the year ended November 30, 2007,
an increase of $9.1 million or 26%. Operating income increased due to increased sales from both organic growth and acquisition revenue. This was partially offset by higher amortization of
assets related to our acquisitions as well as the restructuring charge in 2008. As a percentage of revenue, EMEA operating income remained relatively flat at 16.8% for the year ended
November 30, 2008 compared to 16.7% for the year ended November 30, 2007.

Operating
income for our APAC segment was $18.1 million for the year ended November 30, 2008, compared to $12.6 million for the year ended November 30, 2007,
an increase of $5.5 million or 44%. Operating income increased due to increased sales in our higher margin subscriptions-based products. As a percentage of revenue, APAC operating income
increased to 30.3% for the year ended November 30, 2008 from 25.1% for the year ended November 30, 2007.

Operating
expenses for our shared services were $89.6 million for the year ended November 30, 2008, compared to $65.0 million for the year ended November 30,
2007, an increase of $24.6 million or 38%. As a percentage of revenue, operating expenses for our shared services was 10.6%, up from 9.4% for the year ended November 30, 2007.
Stock-based compensation increased $9.5 million to $40.0 million. The increase in costs is also due to our quote-to-cash system implementation and our ongoing
transformational initiatives.

Provision for Income Taxes.Our effective tax rate for the year ended November 30, 2008 was 28.7%, compared to 31.7% for the year
ended
November 30, 2007. The 2008 rate reflects the impact of our recent internal legal entity reorganization within EMEA.

Year Ended November 30, 2007 Compared to the Year Ended November 30, 2006

Revenue.Revenue was $688.4 million for the year ended November 30, 2007 compared to $550.8 million for the year ended
November 30, 2006, an increase of $137.6 million or 25%. The increase was driven by organic growth, which contributed $64.0 million and acquisitions which contributed
$58.7 million and the impact of foreign currency contributed $15.0 million.

Revenue
for our Americas segment was $428.0 million for the year ended November 30, 2007, compared to $346.3 million for the year ended November 30, 2006, an
increase of $81.7 million, or 24%. The increase in revenue was driven by organic growth which contributed $45.8 million, or 13% and acquisitions which contributed $31.3 million,
or 9%. Favorable foreign currency rates added $4.6 million, or 1%. Organic growth during the year ended November 30, 2007 was primarily driven by price increases, growth in certain
Critical Information subscription products and Insight products. Organic growth was also partially driven by stronger results from CERAWeek and an increase in consulting related projects.

52

---





Table of Contents

Revenue for our EMEA segment was $210.3 million for the year ended November 30, 2007, compared to $163.6 million for the year ended
November 30, 2006, an increase of $46.7 million, or 29%. The increase in revenue was driven primarily by acquisitions which contributed $22.9 million, or 14%. Organic growth
increased $14.4 million, or 9%. Organic growth was driven by increased sales of our specifications-and-standards and parts-management offerings. Favorable foreign
currency rates added $9.4 million, or 6%.

Revenue
for our APAC segment was $50.1 million for the year ended November 30, 2007, compared to $40.9 million for the year ended November 30, 2006, an
increase of $9.2 million or 23%. The increase in revenue was driven in part by acquisitions which contributed $4.5 million, or 11% and in part by organic growth which contributed
$3.7 million, or 9% due to growth in Energy domain products in the region. Foreign currency rates had a $1.0 million, or 2% favorable impact for the year ended November 30, 2008.

Revenue
from products was $589.6 million for fiscal year 2007, up $114.9 million or 24% compared to 2006. Revenue from services was $98.8 million for 2007, up
$22.7 million or 30% over 2006. Product revenue growth was driven by Critical Information subscription product growth as well as Insight product growth. The increase in services revenue was
driven primarily by growth in Insight Services and stronger CERAWeek results for 2007.

Revenue
for the Energy domain was $373.5 million for the year ended November 30, 2007, an increase of $79.2 million, or 27% over fiscal year 2006. This increase was
primarily due to an increase in the Critical Information sales. Product Lifecycle domain revenue was $278.3 million for the year ended November 30, 2007, an increase of
$21.8 million, or 8% over 2006. This increase was primarily due to an increase in sales of specifications and standards products. Revenue for the Security and Environment domains was $35.3 and
$1.3 million, respectively for fiscal year 2007 which was the initial year for these domains based on acquisitions made in 2007.

Cost of Revenue.Cost of revenue was $302.6 million for the year ended November 30, 2007, compared to $252.4 million for
the
year ended November 30, 2006, an increase of $50.2 million, or 20%. As a percentage of revenue, cost of revenue improved to 44.0% from 45.8%. As a percentage of revenue, Americas cost of
revenue decreased to 42.5% in 2007 from 45.3% in 2006. The decrease was principally due to the additional revenue discussed above coupled with our ability to leverage a relatively
fixed-cost structure on the subscription-based products. As a percentage of revenue, EMEA cost of revenue increased to 46.2% in 2007 from 45.6% in 2006. The increase as a percentage of
revenue was principally due to products from our IHS Jane's acquisition having lower margins than our overall portfolio and the modification of certain agency relationships in 2007. As a percentage of
revenue, APAC cost of revenue increased to 45.1% in 2007 from 44.6% in 2006. The increase as a percentage of revenue was principally due to a higher percentage of revenue coming from lower margin
services.

Selling, General and Administrative Expenses.SG&A expenses were $249.6 million for the year ended November 30, 2007,
compared to
$200.7 million for the year ended November 30, 2006, an increase of $48.9 million or 24%. Stock-based compensation expense included in SG&A increased $10.5 million to
$29.3 million. Organic SG&A growth was $11.6 million which was due to several factors, including increased selling expense because of higher sales and a revised commission structure,
costs associated with our human resources information system implementation and our ongoing transformational initiatives, and merit-based salary increases. Acquisitions contributed
$22.8 million of the increase. Foreign currency movements increased SG&A by $4.0 million. As a percentage of revenue, excluding stock-based compensation expense, SG&A was 32.0% for the
year ended November 30, 2007, down from 33.0% for the year ended November 30, 2006.

53

---



Table of Contents

Depreciation and Amortization Expenses.Depreciation and amortization expenses were $25.5 million for the year ended
November 30, 2007,
compared to $15.7 million for the year ended November 30, 2006, an increase of $9.8 million, or 62%. The increase was primarily due to acquisitions.

Operating Income.Operating income was $116.6 million for the year ended November 30, 2007, compared to $80.2 million for
the
year ended November 30, 2006, an increase of $36.4 million, or 45%. As a percentage of revenue, operating income increased to 16.9% for the year ended November 30, 2007 from 14.6%
for the year ended November 30, 2006.

Operating
income for our Americas segment was $133.8 million for the year ended November 30, 2007, compared to $91.4 million for the year ended November 30,
2006, an increase of $42.4 million, or 46%. The increase was primarily attributable to increased revenue discussed above coupled with our ability to leverage a relatively fixed-cost
structure. As a percentage of revenue, Americas operating income increased to 31.3% for 2007 from 26.4% for 2006.

Operating
income for our EMEA segment was $35.2 million for the year ended November 30, 2007, compared to $30.1 million for the year ended November 30, 2006,
an increase of $5.1 million, or 17%. Operating income increased due to increased sales from both organic growth and acquisition revenue. This was partially offset by higher amortization of
assets related to our acquisitions in 2007. As a percentage of revenue, EMEA operating income decreased to 16.7% for 2007 from 18.4% for 2006.

Operating
income for our APAC segment was $12.6 million for the year ended November 30, 2007, compared to $8.7 million for the year ended November 30, 2006,
an increase of $3.9 million, or 44%. The increase was primarily attributable to increased revenue discussed above coupled with our ability to leverage a relatively fixed-cost
structure. As a percentage of revenue, APAC operating income increased to 25.1% for 2007 from 21.3% for 2006.

Operating
expenses for our shared services were $65.0 million for the year ended November 30, 2007, compared to $50.0 million for the year ended November 30,
2006, an increase of $15.0 million, or 30%. Increased stock- based compensation expense contributed $8.5 million. Costs associated with our human resources information system
implementation and our ongoing transformational initiatives and merit-based salary increases also contributed to the increase.

Provision for Income Taxes.Our effective tax rate for the year ended November 30, 2007 was 31.7%, compared to 31.5% for the year
ended
November 30, 2006. The effective tax rate for 2007 reflects the benefits from the release of the valuation allowance on certain deferred tax assets, including foreign tax credits and the
release of certain tax reserves, offset by the impact from changes to certain estimates. The effective tax rate for 2006 reflects the benefits from the release of certain tax reserves and
tax-exempt interest income, offset by an increase in the valuation allowance on the realizability of foreign tax credits.

Financial Condition

Accounts Receivable.Accounts receivable has increased by $32.3 million, or 18%, to $207.8 million at November 30, 2008
compared
to $175.5 million as of November 30, 2007. The increase is due to organic and acquisition related growth and a slight deterioration in our accounts receivable aging.

Prepaid Pension Asset.Prepaid pension asset was $8.8 million as of November 30, 2008, down $82.3 million from
$91.1 million at November 30, 2007. The decrease is the result of adverse market conditions impacting the investments of the U.S. pension plan in the second half of 2008. This plan
remains overfunded at November 30, 2008.

54

---



Table of Contents

Deferred Revenue.Deferred revenue was $288.1 million as of November 30, 2008, compared to $239.4 million as of
November 30, 2007, an increase of $48.7 million, or 20%. After eliminating the impact of acquisitions and foreign currency, our deferred revenue growth was 17%. This increase was
primarily due to the increase in subscription-based sales throughout 2008 and to a lesser extent, at the end of 2007, there were more pending renewals which reduced the deferred revenue balance as of
November 30, 2007.

Liquidity and Capital Resources

As of November 30, 2008, we had cash and cash equivalents of $31.0 million and $96.0 million of
short-term debt. We have generated strong cash flows from operations over the last few years. As a result of these factors, as well as the availability of funds
under our credit facility, we believe we will have sufficient cash to meet our anticipated working capital and capital expenditure needs.

Our
future capital requirements will depend on many factors, including 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, our ongoing companywide initiatives, 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 possible future acquisitions. Additional funds may not be available on terms acceptable to us or at all. We
expect our capital expenditures, excluding potential acquisitions, to be approximately $20 million for 2009.



During 2006, our board of directors approved a program to reduce the dilutive effects of employee equity grants, by allowing employees
to surrender shares back to the company for a value equal to their statutory tax liability. IHS then pays the statutory tax on behalf of the employee. Later in 2006, our board of directors approved an
additional programa stock buyback programwhereby IHS was authorized to acquire up to one million shares per year in the open market to more fully offset the dilutive effect
of our employee equity programs. This program was renewed by the board of directors in late 2007 for fiscal year 2008. Later in 2008, our board of directors approved an expansion of our repurchase
program for the remainder of fiscal year 2008 under which we could invest up to $25.0 million to repurchase additional shares. During the year ended November 30, 2008, we repurchased
1,199,595 shares of our Class A common stock for approximately $65.5 million, or $54.64 per share, pursuant to the stock buyback program and 316,581 shares for approximately
$18.8 million, or $59.43 per share, related to shares withheld for taxes.



Net cash provided by operating activities was $189.2 million for the year ended November 30, 2008, compared to
$141.7 million for the year ended November 30, 2007. The increase was principally due to our business growing profitably year over year, primarily due to increased pricing, an expanding
subscription base, increased sales and the continued positive impact of our acquisitions. Our subscription-based business model typically generates a high rate of cash flow and is aided by the
following:



55

---



Table of Contents



The
positive cash flow impact of our growing business in 2008 was partially offset by the following:



Net
cash provided by operating activities was $141.7 million for the year ended November 30, 2007, compared to $115.7 million for the year ended November 30,
2006. The increase was principally due to
our business growing profitably year over year, primarily due to increased pricing, an expanding subscription base, increased sales and the positive impact of our acquisitions.

Net
cash used in investing activities was $284.9 million for the year ended November 30, 2008, compared to $133.8 million for the year ended November 30,
2007. The increase in cash used in investing activities was primarily driven by acquisitions in 2008. In 2008, we used $272.8 million in acquisitions of businesses compared to
$114.6 million in 2007.

Net
cash used in investing activities was $133.8 million for the year ended November 30, 2007, compared to $72.3 million for the year ended November 30, 2006.
The increase in cash used in investing activities was primarily driven by two events. First, we disbursed $30.2 million more on acquisitions during 2007 than we did in 2006. Second, we had an
$8.5 million net cash outflow in 2007 due to the purchases and sales/maturities of investments. In contrast, we had a $25.7 million net cash inflow in 2006 due to the purchases and
sales/maturities of investments.

Net
cash used in financing activities was $3.5 million for the year ended November 30, 2008 compared to $38.0 million for the year ended November 30, 2007.
The difference in cash flows was primarily caused by the net borrowings of $76.9 million in 2008 which was more than offset by $84.4 million of treasury stock repurchases in 2008.

Net
cash used in financing activities was $38.0 million for the year ended November 30, 2007. Net cash provided by financing activities was $2.8 million for the year
ended November 30, 2006. The difference in cash flows was primarily caused by the additional $30.9 million disbursed in 2007 for the buyback of our shares. Additionally, we recognized
$9.5 million more tax benefit from equity compensation plans in 2006.



On September 7, 2007, we entered into an amended and restated credit agreement (the "Revolver"). The $385 million
unsecured revolving credit agreement allows us, under certain conditions, to increase the facility to a maximum of $500 million. The agreement expires in September 2012.

The
interest rates for borrowing under the Revolver are based upon our Leverage Ratio, which is the ratio of Consolidated Funded Indebtedness to rolling four quarter Consolidated
Earnings Before Interest Expense, Taxes, Depreciation, and Amortization (EBITDA), as defined in the Revolver. The rate ranges from the applicable LIBOR plus 50 basis points to 125 basis points or the
agent bank's base rate. A commitment fee is payable periodically and ranges from 10 to 25 basis points based upon
our Leverage Ratio. The Revolver contains certain financial and other covenants, including limitations on capital lease obligations and maximum Leverage and Interest Coverage Ratios, as defined in the
Revolver.

56

---



Table of Contents

As
of November 30, 2008, we were in compliance with all of the covenants in the agreement and had $80.0 million of outstanding borrowings. In addition, we had outstanding
letters of credit totaling approximately $1.2 million as of November 30, 2008.

Off-Balance Sheet Transactions

We have no off-balance sheet transactions.

Contractual Obligations and Commercial Commitments

We have various contractual obligations and commercial commitments which are recorded as liabilities in our consolidated financial
statements. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities in our consolidated financial statements but are required to be
disclosed. The following table summarizes our contractual obligations and commercial commitments at November 30, 2008, and the future periods in which such obligations are expected to be
settled in cash:

Payment due by periodContractual Obligations and Commercial Commitments

Total

Less than
1 year

1 - 3 years

4 - 5 years

More than
5 years(In thousands)Operating leases

$
74,987

$
15,232

$
20,989

$
16,553

$
22,213Post-retirement medical-benefit plan contributions


8,163


842


1,667


1,654


4,000Unconditional purchase obligations


4,369


2,546


1,823





Total

$
87,519

$
18,620

$
24,479

$
18,207

$
26,213


We
do not expect any required contributions to the U.S. RIP during 2009. However, we expect to contribute approximately $2.1 million to the UK RIP during 2009. We also expect to
contribute approximately $0.5 million to the SIP during 2009. Employer contributions to the post-retirement benefit plan expected to be paid during the year ending
November 30, 2009, are approximately $0.8 million.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Adoption of the provisions of SFAS No. 157 related to
non-financial assets and liabilities has been delayed for fiscal years which begin after November 15, 2008. The provisions of SFAS No. 157 relating to financial assets and
liabilities are effective for financial statements issued for fiscal years beginning after November 15, 2007. We adopted the provisions relating to financial assets and liabilities as of
December 1, 2007 with no material impact on our consolidated financial statements. We are currently evaluating the impact of adopting the provisions within SFAS No. 157 related to
non-financial assets and liabilities on our consolidated financial statements.

In
December 2007, the FASB issued SFAS No. 141(R),Business Combinationsand SFAS No. 160, Accounting and Reporting of Noncontrolling Interest in Consolidated Financial
Statements, an amendment of ARB No. 51. These new standards will
significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. SFAS Nos. 141(R) and 160
are required to be adopted simultaneously and are effective for the first annual reporting period beginning on or after December 15, 2008. Thus, we are required to adopt these standards on
December 1, 2009, the first day of our 2010 fiscal year. Earlier adoption is

57

---



Table of Contents

prohibited.
We are currently evaluating the impact of adopting SFAS Nos. 141(R) and 160 on our consolidated financial statements.

In
March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161
requires additional disclosures related to the use of derivative instruments, the accounting for derivatives and how derivatives impact financial statements. SFAS No. 161 is effective for
fiscal years and interim periods beginning after November 15, 2008. Thus, we are required to adopt this standard on December 1, 2008, the first day of our 2009 fiscal year. SFAS
No. 161 will not have a material impact to our consolidated financial statements.

In
May 2008, the FASB issued SFAS No. 162,The Hierarchy of General Accepted Accounting Principles. This statement documents the
hierarchy of the various sources of accounting principles and the framework for selecting the principles used in preparing financial statements. This statement shall be effective 60 days
following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles. SFAS No. 162 will not have a material impact to our consolidated financial statements.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk



As of November 30, 2008, we had no investments other than cash and cash equivalents and therefore we were not exposed to
material interest rate risk on investments.

We
may be exposed from time to time to changes in interest rates that may adversely affect our results of operations and financial position related to our debt. A 10% adverse change in
interest rates would result in hypothetical increase of $0.3 million in interest expense.



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 (decreased) increased our revenues by $(2.6) million, $15.0 million and $0.1 million for the year
ended November 30, 2008, 2007 and 2006, respectively, and increased (decreased) our operating income by $1.0 million, $4.4 million and $(3.3) 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
2008, we recorded cumulative translation losses of $97.0 million, reflecting changes in exchange rates of various currencies compared to the U.S. dollar.

A
10% change in the currencies that we are primarily exposed to would have impacted our 2008 revenue and operating income by approximately $23.8 million and $1.0 million,
respectively. Approximately 67% of total revenue was earned in subsidiaries with the U.S. dollar as the functional currency.



We are exposed to credit risk associated with cash equivalents, investments, and trade receivables. We do not believe that our cash
equivalents, investments, or foreign currency derivatives present significant credit risks because the counterparties to the instruments consist of major financial institutions that are financially
sound or have been capitalized by the U.S. government and we manage the notional amount of contracts entered into with any one counterparty. Substantially all trade

58

---



Table of Contents

receivable
balances are unsecured. The concentration of credit risk with respect to trade receivables is limited by the large number of customers in our customer base and their dispersion across
various industries and geographic areas. Although we have a large number of customers who are dispersed across different industries and geographic areas, the current economic downturn could increase
our exposure to credit risk on our trade receivables. We perform ongoing credit evaluations of our customers and maintain an allowance for potential credit losses.

59

---





Table of Contents

Item 8.    Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm

61Management's Report on Internal Control Over Financial Reporting

62Report of Independent Registered Public Accounting Firm on Internal Control
Over Financial Reporting

63Consolidated Financial StatementsConsolidated Balance Sheets as of November 30, 2008 and 2007

64Consolidated Statements of Operations for the Years Ended November 30, 2008, 2007, and
2006

65Consolidated Statement of Changes in Stockholders' Equity for the Years Ended November 30, 2008, 2007,
and 2006

66Consolidated Statements of Cash Flows for the Years Ended November 30, 2008, 2007, and
2006

67Notes to Consolidated Financial Statements for the Years Ended November 30, 2008, 2007, and
2006

68


60

---





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, 2008 and 2007, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for each of the three years in the period ended November 30, 2008. These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated 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 audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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, 2008
and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended November 30, 2008, in conformity with U.S. generally accepted
accounting principles.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), IHS Inc.'s internal control over financial reporting as of
November 30, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
January 20, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP


Denver,
Colorado
January 20, 2009

61

---



MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 30, 2008, based on the framework in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal
control over financial reporting was effective as of November 30, 2008.

Our
management's evaluation did not include assessing the effectiveness of internal control over financial reporting at IHS Global Insight, Inc ("IHS Global Insight"), which was acquired
on October 18, 2008. IHS Global Insight was included in our consolidated financial statements and constituted $241.7 million and $168.5 million of total and net assets,
respectively, as of November 30, 2008, and $18.5 million and $0.1 million of revenues and net loss, respectively, for the year then ended. The net loss incurred by the IHS Global
Insight business includes amortization expense related to the acquired intangible assets.

Our
independent registered public accounting firm has issued an audit report on our internal control over financial reporting. Their report appears on the following page.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation.

Date:
January 20, 2009

/s/ JERRE L. STEAD Jerre L. Stead Chairman and Chief Executive Officer/s/ MICHAEL J. SULLIVAN Michael J. Sullivan Executive Vice President and Chief Financial Officer


62

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The
Board of Directors and Stockholders of IHS Inc.

We
have audited IHS Inc.'s internal control over financial reporting as of November 30, 2008, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). IHS Inc.'s management is responsible for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We
conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over
financial reporting did not include the internal controls of IHS Global Insight which was acquired on October 13, 2008, which is included in the 2008 consolidated financial statements of
IHS Inc. and constituted $241.7 million and $168.5 million of total and net assets, respectively, as of November 30, 2008 and $18.5 million and $0.1 million
of revenues and net loss, respectively, for the year then ended. Our audit of internal control over financial reporting of IHS Inc. also did not include an evaluation of the internal control
over financial reporting of IHS Global Insight.

In
our opinion, IHS Inc. maintained, in all material respects, effective internal control over financial reporting as of November 30, 2008, based on the COSO criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of IHS Inc. as of
November 30, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the three years in the period ended
November 30, 2008 and our report dated January 20, 2009 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP


Denver,
Colorado
January 20, 2009

63

---





Table of Contents

IHS INC.    CONSOLIDATED BALANCE SHEETS

As of November 30,2008

2007(In thousands)AssetsCurrent assets:Cash and cash equivalents

$
31,040

$
148,484Short-term investments





10,518Accounts receivable, net


207,815


175,542Deferred subscription costs


35,948


35,910Deferred income taxes


28,801


17,681Other


14,213


14,112Total current assets


317,817


402,247Non-current assets:Property and equipment, net


59,578


58,756Intangible assets, net


285,902


206,359Equity investments


56,139


Goodwill, net


705,077


564,582Prepaid pension asset


8,768


91,116Other


2,899


747Total non-current assets


1,118,363


921,560Total assets

$
1,436,180

$
1,323,807Liabilities and stockholders' equityCurrent liabilities:Short-term debt

$
96,020

$
3,062Accounts payable


35,084


37,550Accrued compensation


39,083


37,014Accrued royalties


24,769


22,684Other accrued expenses


58,831


37,435Income tax payable


3,994


15,255Deferred subscription revenue


288,145


239,395Total current liabilities


545,926


392,395Long-term debt





37Accrued pension liabilities


6,778


11,965Accrued post-retirement benefits


8,852


10,203Deferred income taxes


65,749


60,461Other liabilities


7,820


7,619Minority interests





219Commitments and contingenciesStockholders' equity:Class A common stock, $0.01 par value per share, 80,000,000 shares authorized, 64,090,207 and 49,831,293 shares issued, 62,802,179 and 48,758,518 shares
outstanding at November 30, 2008 and 2007, respectively


641


498Class B common stock, $0.01 par value per share, 13,750,000 shares authorized, issued and outstanding at November 30, 2007





138Additional paid in capital


408,007


381,124Treasury stock, at cost; 1,288,028 and 1,072,775 shares at November 30, 2008 and 2007


(64,632
)

(46,045
)Retained earnings


584,219


483,804Accumulated other comprehensive (loss) income


(127,180
)

21,389Total stockholders' equity


801,055


840,908Total liabilities and stockholders' equity

$
1,436,180

$
1,323,807


See accompanying notes.

64

---





Table of Contents

IHS INC.    CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended November 30,2008

2007

2006(In thousands, except
per share amounts)Revenue:Products

$
722,311

$
589,602

$
474,705Services


121,719


98,790


76,065Total revenue


844,030


688,392


550,770Operating expenses:Cost of revenue:Products


294,929


240,634


189,056Services


77,802


61,924


63,367Total cost of revenue (includes stock-based compensation expense at $1,361; $1,142; and $2,882 for the years ended November 30, 2008, 2007 and 2006,
respectively)


372,731


302,558


252,423Selling, general and administrative (includes stock-based compensation expense of $38,611; $29,299; and $18,820 for the years ended November 30, 2008,
2007 and 2006, respectively)


295,523


249,583


200,719Depreciation and amortization


39,410


25,478


15,714Restructuring and offering charges (credits)


12,089


(154
)

3,103(Gain) loss on sales of assets, net


(328
)

(758
)

56Net periodic pension and post-retirement benefits


(3,704
)

(668
)

(2,745
)Other (income) expense, net


(5,202
)

(4,249
)

1.315Total operating expenses


710,519


571,790


470,585Operating income


133,511


116,602


80,185Interest income


3,162


6,784


5,974Interest expense


(2,482
)

(720
)

(847
)Non-operating income, net


680


6,064


5,127Income from continuing operations before income taxes, equity investment and minority interests


134,191


122,666


85,312Provision for income taxes


(38,512
)

(38,827
)

(26,879
)Income from continuing operations before minority interests


95,679


83,839


58,433Income from equity investment


3,327





Minority interests


(13
)

(64
)

(168
)Income from continuing operations


98,993


83,775


58,265Discontinued operations:Loss from discontinued operations, net








(1,920
)Net income

$
98,993

$
83,775

$
56,345Income from continuing operations per share:Basic (Class A common stock and Class B common stock)

$
1.60

$
1.41

$
1.03Diluted (Class A common stock and Class B common stock)

$
1.57

$
1.39

$
1.03Loss from discontinued operations per share:Basic (Class A common stock and Class B common stock)

$


$


$
(0.03
)Diluted (Class A common stock and Class B common stock)

$


$


$
(0.04
)Net income per share:Basic (Class A common stock and Class B common stock)

$
1.60

$
1.41

$
1.00Diluted (Class A common stock and Class B common stock)

$
1.57

$
1.39

$
0.99Weighted average shares:Basic (Class A common stock and Class B common stock)


62,063


59,463


56,561Diluted (Class A common stock and Class B common stock)


62,957


60,426


56,656


See accompanying notes.

65

---





Table of Contents

IHS INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

Shares of
Class A
Common
Stock

Class A
Common
Stock

Shares of
Class B
Common
Stock

Class B
Common
Stock

Additional
Paid-In
Capital

Treasury
Stock

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Unearned
Compensation

Total(In thousands)Balance at November 30, 2005


44,078


441


13,750


138


168,196





343,684


(10,486
)

(24,793
)

477,180Adoption of SFAS No. 123(R)














(24,793
)










24,793


Stock-based award activity


1,188


12








21,082














21,094Excess tax benefit on vested shares














10,542














10,542Repurchases of common stock


(224
)













(7,551
)










(7,551
)Net income




















56,345








56,345Other comprehensive income:Foreign currency translation adjustments























7,442





7,442Minimum pension liability adjustment, net of tax























(3,152
)




(3,152
)Unrealized gains on short-term investments, net of tax























28





28Unrealized gains on foreign-currency hedges, net of tax























3,263





3,263Comprehensive income, net of tax





























63,926Balance at November 30, 2006


45,042


453


13,750


138


175,027


(7,551
)

400,029


(2,905
)




565,191Stock-based award activity


102


1








29,941


(9,318
)










20,624Excess tax benefit on vested shares














1,051














1,051Repurchases of common stock


(849
)













(29,176
)










(29,176
)Shares issued for acquisitions


4,464


44








175,105














175,149Adoption of SFAS No. 158, net of tax























(918
)




(918
)Net income




















83,775








83,775Other comprehensive income:Foreign currency translation adjustments























18,047





18,047Net pension liability adjustment, net of tax























7,165





7,165Comprehensive income, net of tax





























108,987Balance at November 30, 2007


48,759

$
498


13,750

$
138

$
381,124

$
(46,045
)
$
483,804

$
21,389

$


$
840,908Stock-based award activity


192


5








38,995


(18,817
)










20,183Excess tax benefit on vested shares














9,353














9,353Repurchases of common stock


(1,200
)













(65,545
)










(65,545
)Shares issued for acquisition


1,301











(21,465
)

65,775











44,310Class B shares conversion to Class A shares


13,750


138


(13,750
)

(138
)
















Net income




















98,993








98,993Other comprehensive income:Foreign currency translation adjustments























(96,977
)




(96,977
)Net pension liability adjustment, net of tax























(51,592
)




(51,592
)Comprehensive income, net of tax





























(49,576
)Adoption of FIN No. 48




















1,422








1,42262,802

$
641




$


$
408,007


(64,632
)
$
584,219

$
(127,180
)
$


$
801,055


See accompanying notes.

66

---





Table of Contents

IHS INC.    CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended November 30,2008

2007

2006(In thousands)Operating activitiesNet income

$
98,993

$
83,775

$
56,345Reconciliation of net income to net cash provided by operating activities:Depreciation and amortization


39,410


25,478


15,714Stock-based compensation expense


39,972


30,441


21,702(Gain) loss on sales of assets, net


(328
)

(758
)

56Impairment of assets


323





Impairment of assets of discontinued operations








1,012Distributions from equity-method investment


3,924





Net non-cash periodic pension and post-retirement benefits income


(5,551
)

(3,975
)

(4,421
)Undistributed earnings of affiliates, net


(3,327
)

(31
)

Minority interests


(202
)

(168
)

29Deferred income taxes


4,833


1,614


(7,566
)Change in assets and liabilities:Accounts receivable, net


(23,944
)

(5,545
)

(4,687
)Other current assets


(1,314
)

(2,084
)

1,198Accounts payable


(4,789
)

(15,640
)

2,263Accrued expenses


8,398


4,892


4,476Income taxes


(3,627
)

11,151


3,500Deferred subscription revenue


36,580


12,587


26,112Other liabilities


(102
)




Net cash provided by operating activities


189,249


141,737


115,733Investing activitiesCapital expenditures on property and equipment


(13,885
)

(11,890
)

(10,576
)Intangible assets acquired


(4,000
)




(3,300
)Change in other assets and liabilities


(3,979
)

(1,285
)

114Settlements of forward contracts


(881
)




Purchases of investments





(98,975
)

(5,351
)Sales and maturities of investments


10,500


90,483


31,012Acquisitions of businesses, net of cash acquired


(272,844
)

(114,626
)

(84,454
)Proceeds from sales of assets and investment in affiliate


140


2,461


265Net cash used in investing activities


(284,949
)

(133,832
)

(72,290
)Financing activitiesProceeds from borrowings


160,000





Repayment of borrowings


(83,099
)

(537
)

(190
)Tax benefit from equity compensation plans


3,952


1,051


10,542Purchases of treasury stock


(84,362
)

(38,494
)

(7,551
)Net cash provided by (used in) financing activities


(3,509
)

(37,980
)

2,801Foreign exchange impact on cash balance


(18,235
)

(1,475
)

1,425Net (decrease) increase in cash and cash equivalents


(117,444
)

(31,550
)

47,669Cash and cash equivalents at the beginning of the year


148,484


180,034


132,365Cash and cash equivalents at the end of the year

$
31,040

$
148,484

$
180,034


See accompanying notes.

67

---





Table of Contents



IHS INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business

IHS Inc. (IHS, the Company, we, our, or us) is a publicly traded Delaware corporation. IHS is a leading provider and comprehensive source of Critical Information and Insight in a
sizable and growing global market. Our customers rely on our products and services to facilitate crucial decision-making, support key processes, and improve productivity. At the heart of our products
and services is data obtained from public sources, third parties, and our own proprietary databases. We transform that data into Critical Information and Insight that is both useful to our customers
and available where and when they make critical business decisions. The data becomes Critical Information when we combine it with our proprietary and third-party technology to create graphical user
interfaces, search and navigation tools, and online delivery systems or we deliver as individual documents. We further transform that information into Insight products and services with analysis and
interpretation from our teams of experts.

We
serve some of the world's largest corporations across multiple industries, as well as governments and other organizations, in more than 100 countries. Our primary operations outside
the United States are in the United Kingdom, Canada and Switzerland. We have structured our business around our customers and the geographies in which they reside: Americas(which includes the United
States, Canada, and Latin America);EMEA(Europe, the Middle East,
and Africa, with India also included in the region), andAPAC(the Asia Pacific region, which includes many countries such as China, Japan, South Korea,
Malaysia, and Australia). This allows us to tailor and expand the solutions we offer to meet the unique needs of our customers both globally and in local markets.

In
addition to structuring our business around the regions, we have targeted four specific information "domains"Energy, Product Lifecycle, Security, and Environment. Since
these four information domains represent areas where our customers have needs for Critical Information and
Insight, we use these domains to set priorities and design our business objectives. The information that our customers need to address their complex business issues continues to converge at the
intersection of the information domains that we serve. As we continue to deliver Critical Information and Insight in those four information domains, we prepare our financial reports and analyze our
business across our three geographic reportable segments:Americas;EMEA, and APAC.

2. Significant Accounting Policies



Our fiscal years end on November 30 of each year. References herein to individual years mean the year ended November 30.
For example, 2008 means the year ended November 30, 2008.



The consolidated financial statements include the accounts of all wholly-owned and majority-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated. Investments in unconsolidated affiliated companies are accounted for under the equity method and are included in "Equity Investments" in
the accompanying Consolidated Balance Sheets. Our proportionate share of income from the unconsolidated affiliates is included in "Income from Equity Investment" in the accompanying Consolidated
Statements of Operations. We generally utilize the equity method of accounting when we have a non-controlling ownership interest of
between 20% and 50% in an entity, provided we are able to exercise significant influence over the investee's operations.

68

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)



Certain prior-year amounts have been reclassified to conform to the current-year presentation.



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Significant estimates have been made in areas that include revenue recognition, useful lives of fixed and intangible assets, allocation of
purchase price to acquired assets and liabilities, the recoverability of intangible assets and goodwill, income and other taxes, pension and post-retirement benefits, and stock-based
compensation. Actual results could differ from those estimates.



We are exposed to credit risk associated with cash equivalents, investments and trade receivables. We do not believe that our cash
equivalents or investments present significant credit risks because the counterparties to the instruments consist of major financial institutions that are financially sound or have been capitalized by
the U.S. government and we manage the notional amount of contracts entered into with any counterparty. Substantially all trade receivable balances are unsecured. The concentration of credit risk with
respect to trade receivables is limited by the large number of customers in our customer base and their dispersion across various industries and
geographic areas. We perform ongoing credit evaluations of our customers and maintain an allowance for potential credit losses. The allowance is based upon management's assessment of known credit
risks as well as general industry and economic conditions. Specific accounts receivable are written off upon notification of bankruptcy or once it is determined the account is significantly past due
beyond the contractual payment terms and collection efforts are unsuccessful.



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



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) collectability is reasonably assured. Our revenue
recognition policies are based on the guidance in Staff Accounting Bulletin (SAB) No. 104,Revenue Recognition, and, where applicable, Statement
of Position (SOP) 97-2,Software Revenue Recognition.



The majority of our revenue is derived from the sale of subscriptions to our Critical Information, which is initially deferred and then
recognized ratably as delivered over the subscription period.

69

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

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

In
certain locations, we use dealers to distribute our Critical Information and Insight. Revenue for products sold through dealers is recognized as follows:



We
do not defer the revenue for the limited number of sales of subscriptions in which we act as a sales agent for third parties and 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 in accordance with Emerging Issues Task Force Issue
99-19,Reporting Revenue Gross as a Principal versus Net as an Agent.



We provide our customers with service offerings that are primarily sold on a stand-alone basis and on a significantly more limited
basis as part of a multiple-element arrangement. Our service offerings are generally separately priced in a standard price book. For services that are not in a standard-price book, as the price varies
based on the nature and complexity of the service offering, pricing is based on the estimated amount of time to be incurred at standard billing rates for the estimated underlying effort for executing
the associated deliverable in the contract. Revenue related to services performed under time-and-material-based contracts is recognized in the period performed at standard
billing rates. Revenue associated with fixed-price contracts is recognized upon completion of each specified performance obligation or proportionally based upon performance progress 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.



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



70

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)



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



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.



Deferred subscription costs represent royalties and commissions associated with customer subscriptions. These costs are deferred and
amortized to expense over the period of the subscriptions. Generally, subscription periods are 12 months in duration.



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 yearsMachinery and equipment

3 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.



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 or other methods if they more accurately portray the
proportional value.

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 indefinite-lived identifiable intangible asset or goodwill with its carrying value. Impairments are expensed when incurred.

71

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)



In accordance with SFAS No. 142,Goodwill and Other Intangible Assets, we
perform the impairment test for indefinite-lived intangible assets by comparing the asset's fair value to its carrying value. An impairment charge is recognized if the asset's estimated fair value is
less than its carrying value.

We
estimate the fair value based on projected discounted future cash flows, which, in turn, are based on our views of uncertain variables such as growth rates, anticipated future
economic conditions and the appropriate discount rates relative to risk and estimates of residual values. The use of different estimates or assumptions within our discounted cash flow model when
determining the fair value of our indefinite-lived intangible assets or using a methodology other than a discounted cash flow model could result in different values for our indefinite-lived intangible
assets and could result in an impairment charge.



In accordance with SFAS No. 142, we test goodwill for impairment on a "reporting unit" level as defined by reference to SFAS
No. 131,Disclosures about Segments of an Enterprise and Related Informationon at least an annual basis. 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:





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 intangible assets, property and equipment, deferred subscription revenue, pension assets,
accruals, and stock-based compensation. Valuation allowances are established to reduce deferred tax assets to the amount that will more likely than not be realized. 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.

72

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

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 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.

On
December 1, 2007, we adopted FASB Interpretation No. 48,Accounting for Income Taxes(FIN No. 48), which
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48
also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Upon adoption of FIN No. 48, we recorded a cumulative
effect adjustment of $1.4 million to increase beginning retained earnings. Following adoption of FIN No. 48, we include accrued interest and accrued penalties related to amounts accrued
for unrecognized tax benefits in our provision for income taxes. We had previously included interest and penalties in interest income (expense) and other income (expense), respectively.



For all IHS stock retention and buyback programs and transactions, we utilize the cost method of accounting. Regarding the inventory
costing method for treasury stock transactions, we employ the weighted-average cost method.



Earnings per common share (EPS) are computed in accordance with SFAS No. 128,Earnings per
Share(SFAS No. 128). Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is computed
using the weighted average number of common shares and dilutive potential common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities were
exercised or converted into common shares. Prior to September 2008, we used the two-class method for computing basic and diluted EPS amounts as we had both Class A
and Class B common stock outstanding. On September 18, 2008, the class B stockholders converted their shares to Class A common stock on a
one-for-one basis.



Absent circumstances to the contrary, the functional currency of each of our foreign subsidiaries is such subsidiary's local currency.
Assets and liabilities are translated at period-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 other comprehensive income. 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.

From
time to time, we utilize forward-contract instruments to manage market risks associated with fluctuations in certain foreign-currency exchange rates as they relate to specific
balances of accounts and notes receivable and payable denominated in foreign currencies. At the end of the reporting

73

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)

period,
non-functional foreign-currency-denominated receivable and cash balances are re-measured into the functional currency of the reporting entities at current market rates.
The change in value from this re-measurement is reported as a foreign exchange gain or loss for that period in other income (expense) in the accompanying consolidated statements of
operations. The resulting gains or losses from the forward foreign currency contracts described above, which are also included in other income (expense), mitigate the exchange rate risk of the
associated assets.



Costs of research and development, which are included in cost of revenue, are expensed as incurred and amounted to approximately
$4.3 million, $5.0 million and $3.1 million for 2008, 2007, and 2006, respectively.



We account for long-lived assets, including finite-lived intangibles in accordance with Statement of Financial Accounting
Standard (SFAS) No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets.We annually review the carrying amounts of
long-lived assets to determine whether current events or circumstances warrant adjustment to such carrying amounts. A long-lived asset is considered to be impaired if its
carrying value exceeds the estimated future undiscounted cash flows to be derived from it. 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 cost to sell.



We account for stock-based compensation under SFAS No. 123 (revised 2004),Share-Based
Payment(SFAS No. 123(R)) and the related SEC Staff Accounting Bulletin No. 107,Share-Based Payments. SFAS
No. 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.

SFAS
No. 123(R) also requires forfeitures to be estimated at the grant date. Accordingly, compensation cost is recognized based on the number of awards expected to vest. There may
be adjustments in future periods if actual forfeitures differ from our estimates. Our forfeiture rate is based upon historical experience as well as anticipated employee turnover considering certain
qualitative factors. We amortize the value of nonvested share awards to expense over the vesting period on a straight-line basis. For awards with performance conditions, an evaluation is
made each quarter as to the likelihood of the performance criteria being met. Compensation expense is then adjusted to reflect the number of shares expected to vest and the cumulative vesting period
met to date. For stock options, we estimate the fair value of awards on the date of grant using the Black-Scholes pricing model. We amortize the value of stock options to expense over the vesting
period on a straight-line basis.

74

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Significant Accounting Policies (Continued)



In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Adoption of the provisions of SFAS No. 157 related to
non-financial assets and liabilities has been delayed for fiscal years which begin after November 15, 2008. The provisions of SFAS No. 157 relating to financial assets and
liabilities are effective for financial statements issued for fiscal years beginning after November 15, 2007. We adopted the provisions relating to financial assets and liabilities as of
December 1, 2007 with no material impact on our consolidated financial statements. We are currently evaluating the impact of adopting the provisions within SFAS No. 157 related to
non-financial assets and liabilities on our consolidated financial statements.

In
December 2007, the FASB issued SFAS No. 141(R),Business Combinations(SFAS No. 141(R)) and SFAS No. 160, Accounting and Reporting of Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51(SFAS No. 160). These
new standards will significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. SFAS
Nos. 141(R) and 160 are required to be adopted simultaneously and are effective for the first annual reporting period beginning on or after December 15, 2008. Thus, we are required to
adopt these standards on December 1, 2009, the first day of our 2010 fiscal year. Earlier adoption is prohibited. We are currently evaluating the impact of adopting SFAS Nos. 141(R) and
160 on our consolidated financial statements.

In
March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities(SFAS No. 161).
SFAS No. 161 requires additional disclosures related to the use of derivative instruments, the accounting for derivatives and how derivatives impact financial statements. SFAS No. 161 is
effective for fiscal years and interim periods beginning after November 15, 2008. Thus, we are required to adopt this standard on December 1, 2008, the first day of our 2009 fiscal year.
The adoption of SFAS No. 161 will not have a material impact on our consolidated financial statements.

In
May 2008, the FASB issued SFAS No. 162,The Hierarchy of General Accepted Accounting Principles(SFAS No. 162). This
statement documents the hierarchy of the various sources of accounting principles and the framework for selecting the principles used in preparing financial statements. This statement shall be
effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board amendments to AU Section 411,The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. SFAS No. 162 will not have a material impact to our consolidated financial
statements.

3. Acquisitions

During 2008, we made the following acquisitions:

Global Insight, Inc (Global Insight).In October 2008, we completed our acquisition of Global Insight, Inc. based in Lexington,
Massachusetts,
now known as IHS Global Insight. The acquisition closed for $117.2 million in cash and approximately 1.3 million shares of IHS common stock, which were valued at $44.3 million
based on the closing price of IHS on Oct. 10, 2008. Terms of the transaction include a lock-up agreement restricting the salability of IHS shares with 10 percent of the
shares restricted for one year, 50 percent for two years and 40 percent for three years. As of

75

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions (Continued)

November 30,
2008, we have begun the first phase of implementation of a plan to streamline the operations of Global Insight and eliminate redundancies as a result of this acquisition. This plan
contemplates certain reductions in personnel as well as certain facility consolidations related to this acquisition. In accordance with this plan and initial implementation, we have recorded severance
cost of approximately $8 million and facility consolidation costs of approximately $5 million in the preliminary purchase accounting as assumed liabilities as of November 30,
2008. The cash payments will be incurred at various times through the first nine months of 2009.

Divestco USA Inc. (Divestco).In September 2008, we acquired the U.S. product portfolio of Divestco, a
strategic provider of comprehensive data and analytical tools for the oil and gas industry, for approximately $3.0 million in cash.

Documental Solutions LLC (Documental Solutions).In September 2008, we acquired Documental Solutions LLC of Falls Church,
Virginia for
approximately $22.2 million in cash. Documental Solutions is a leading provider of market intelligence and analysis tools for the defense and aerospace industry.

JFA International (JFA).In March 2008, we acquired the assets of JFA, a London, England based provider of strategic analysis to the
energy
industry's exploration and production sectors. JFA was acquired for £2.0 million, or approximately $3.9 million based on the exchange rate as of the date of acquisition.

Environmental Software Providers (ESP).In March 2008, we acquired Environmental Software Providers, the business name for Electric
Software
Products, Inc., based in Mountain View, California, for approximately $18.7 million in cash. ESP is a provider of enterprise information solutions used by companies to assist in managing
their environmental sustainability programs.

Dolphin Software, Inc. (Dolphin).In March 2008, we acquired Dolphin of Lake Oswego, Oregon for approximately $23.7 million
in cash.
Dolphin is a leader in developing and using chemical data information and software used by companies to record and track chemicals stored and used in their facilities.

Prime Publications Limited (Prime).In March 2008, we acquired Prime, which owns a 50% interest in the Lloyd's Register-Fairplay Limited
(LRF) joint
venture, a leading source of global maritime information. LRF is the pre-eminent brand name in the maritime information industry and the only organization that provides comprehensive
details of the current world merchant fleet (tankers, cargo, carrier and passenger ships) and a complete range of products and services to assist the world's maritime community. The investment in LRF
was the primary asset of Prime. Lloyd's Register of London, England is the joint venture partner owning the other 50%. IHS accounts for the joint venture under the equity method of accounting. IHS
acquired 100 percent of the stock of Prime for approximately £38.0 million, or approximately $76.1 million based on the exchange rate as of the date of acquisition,
which included £10.7 million, in non-interest bearing seller notes valued at $16.0 million as of November 30, 2008, and the remainder was paid in cash.

McCloskey Group Limited (McCloskey).In December 2007, we acquired McCloskey, the leading provider of news, Critical Information and
Insight on the
international coal markets located near London, England. We acquired McCloskey for £13.9 million, or approximately $28.2 million based on the exchange rate as of the date of
acquisition, using cash on hand.

76

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions (Continued)

The
purchase prices for these 2008 acquisitions, excluding acquired cash and including acquisition-related costs, were initially allocated as follows (in thousands):

Global
Insight(1)

Prime

McCloskey

All others

TotalAssets:Current assets

$
24,413

$
110

$
774

$
3,549

$
28,846Property and equipment


4,130


6


114


771


5,021Intangible assets


85,000


3,572


8,180


25,601


122,353Goodwill


125,698


717


24,136


51,657


202,208Equity investment in joint venture





73,822





976


74,798Other long-term assets


1,495








58


1,553Total assets


240,736


78,227


33,204


82,612


434,779Liabilities:Current liabilities


56,807


50


2,741


7,322


66,920Deferred taxes


21,267


2,059


2,258


2,870


28,454Other long-term liabilities


1,183








927


2,110Total liabilities


79,257


2,109


4,999


11,119


97,484Purchase price

$
161,479

$
76,118

$
28,205

$
71,493

$
337,295


---

During
2007, we made the following acquisitions:

Exploration Data Services (EDS).In October 2007, we acquired the assets of Livingston, TX-based EDS and its subsidiary,
Geodigit LLC, which collectively maintain and market extensive geological data covering the subsurface Gulf of Mexico for $6.3 million using existing cash on hand. The acquired assets
include EDS' catalog of interpreted formation tops on more than 25,000 offshore wells,www.EDSMaps.com, and Geodigit's MMS offshore well data, base
maps, and other well header data.

EnvironMax.In October 2007, we acquired EnvironMax, Inc., of Salt Lake City, Utah. EnvironMax is a leading provider of
environmental
management information systems (EMIS) solutions sold primarily to government and defense markets. Terms of the purchase included $22.1 million paid from cash on hand and 65,000 shares of IHS
stock issued with a one-year lock up, valued at $3.8 million for a total price of $25.4 million, net of cash acquired.

PCNAlert.In August 2007, we acquired the assets of PCNAlert from SupplyEdge, Inc., of Pasadena, Calif., for $10 million using
existing
cash on hand. PCNAlert delivers leading component event management solutions, including product change notifications and end-of-life notifications for the electronic components
industry.

John S. Herold, Inc. (Herold).In August 2007, we acquired Norwalk, CT-based Herold, an independent research firm that provides
in-depth analyses and key financial and operational data on more than 400 global oil and gas companies. We acquired Herold for approximately $47.2 million, net of acquired cash,
using existing cash on hand.

77

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions (Continued)

Strategic Decision Group Corporation's Oil & Gas Consulting Practice (SDG).In July 2007, we acquired the assets of SDG's
oil & gas
consulting practice ("SDG"), a provider of strategic consulting services to leading enterprises in the global oil and gas industry, for $8.2 million using $5.1 million of existing cash
on hand and by issuing a $3.1 million note payable.

Jane's Information Group (Jane's).In June 2007, we executed an agreement with Woodbridge International Holdings S.A. (Woodbridge)
for the
purchase of Jane's, a leading provider of information to the defense industry and governments. The parties completed the transaction on the same date. Terms of the transaction included delivery of
4,399,000 shares of our Class A Common Stock valued at $171.5 million and less than $0.1 million in cash in exchange for all of the outstanding equity and debt of Jane's.
Woodbridge agreed to a three-year lock-up agreement that restricts its ability to sell any IHS shares.

Geological Consulting Services (GCS).In June 2007, we acquired the inventory and assets of GCS of Houstona provider of formation
tops
data files in electronic and other media covering South Texas, East Texas, North Louisiana, South Arkansas, Mississippi, Alabama, and Floridafor $8.2 million using existing cash on
hand.

RapiData.In March 2007, we acquired certain assets including the RapiData product, well known for its comprehensive well test,
pressure, and completions data for the Western Canadian Sedimentary Basin. IHS purchased RapiData and other assets from Rapid Technology Corporation of Calgary, Alberta, Canada, for approximately
$6.3 million using existing cash on hand.

Geological Data Services Inc. (GDS).In January 2007, we acquired the majority of the assets of GDS of Addison, Texas, a provider
of
interpreted subsurface data "formation-tops" covering the Permian Basin, U.S. mid-continent, and Rocky Mountain regions. We acquired GDS for $8.0 million using existing
cash on hand.

The
purchase prices for these 2007 acquisitions, excluding acquired cash and including acquisition-related costs, were initially allocated as follows (in thousands):

Jane's

Herold

All others

TotalAssets:Current assets

$
18,444

$
2,680

$
3,615

$
24,739Property and equipment


4,683


292


489


5,464Intangible assets


93,423


28,100


27,129


148,652Goodwill


115,631


32,752


47,680


196,063Other long-term assets


292








292Total assets


232,473


63,824


78,913


375,210Liabilities:Current liabilities


33,756


6,906


4,116


44,778Deferred taxes


25,278


9,701


2,437


37,416Other long-term liabilities


1,841


44





1,885Total liabilities


60,875


16,651


6,553


84,079Purchase price

$
171,598

$
47,173

$
72,360

$
291,131


78

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Acquisitions (Continued)

During
2006, we made the following acquisitions:

Canadian Hydrodynamics Ltd. (CHD).During July 2006, we acquired the assets of Calgary, Canada-based CHD for approximately
$3.5 million
using existing cash on hand. CHD is a leading provider of comprehensive drillstem test information for the Western Canadian Sedimentary Basin. The CHD database has been available exclusively through
IHS AccuMap, one of our Energy product offerings, as a partner dataset since 1995.

GeoPLUS.During June 2006, we acquired the assets of GeoPLUS of Tulsa, Oklahoma, for approximately $42.1 million using existing
cash on hand.
GeoPLUS has a PC-based software family, PETRA®, which is a popular platform used by oil and gas companies to analyze subsurface data from existing oil and gas wells.

Construction Research Communications Limited (CRC).During June 2006, we acquired CRC Limited, of London, U.K., for approximately
$5.8 million, net of acquired cash, using existing cash on hand. CRC was created by the Building Research Establishment (BRE) and Emap Construct to deliver a wide range of BRE products relating
to the construction industry, ranging from environmental issues to fire safety.

CDS.During December 2005, we acquired the assets of a content-and-data-services (CDS) business for approximately
$33.0 million that serves several of the industries targeted by our Product Lifecycle domain. The core product of this business is an extensive database that includes technical attributes and
alternatives for, and obsolescence and environmental data on, electronic component parts.

The
purchase prices for these 2006 acquisitions, excluding acquired cash, were initially allocated as follows (in thousands):

CHD

GeoPLUS

CRC

CDS

TotalAssets:Current assets

$
317

$
2,052

$
591

$


$
2,960Property and equipment





25





250


275Intangible assets


1,949


19,380


1,844


15,420


38,593Goodwill


1,586


23,576


3,635


21,685


50,482Deferred tax assets








2





2Total assets


3,852


45,033


6,072


37,355


92,312Liabilities:Current liabilities


317


2,919


243


4,379


7,858Long-term liabilities














Total liabilities


317


2,919


243


4,379


7,858Purchase price

$
3,535

$
42,114

$
5,829

$
32,976

$
84,454


79

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Restructuring and Offering Charges (Credits)

A summary of the restructuring and offering charges (credits) follows (in thousands):

Years Ended November 30,2008

2007

2006Restructuring charges (credits)

$
12,089

$
(154
)
$
2,325Offering costs








778Total

$
12,089

$
(154
)
$
3,103




During the third quarter of 2008, we executed a restructuring initiative which primarily affected the Americas and EMEA segments.
One-time, involuntary benefit arrangements and other exit costs are accounted for under the provisions of SFAS No. 146,Accounting for Costs Associated with
Exit or Disposal Activities. Costs arising under our defined benefit pension plans from providing enhanced benefits are accounted for under the provisions of SFAS
No. 88,Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits. Restructuring and
related expenses consist of direct and incremental costs associated with restructuring and related activities, including severance, outplacement and other employee related benefits; facility closure
including non-cash expenses related to fixed asset and leasehold improvement write-offs; and other expenses include legal expenses associated with employee terminations which
were incurred during the third quarter of 2008.

This
initiative was undertaken to further the realignment of our resources around our regional organizational structure and to further transform our knowledge-based data accumulation
operations to ensure continuous improvement in the quality of the Critical Information and Insight we deliver to our customers. During the course of the restructuring, we reduced our aggregate
workforce by approximately 7%, we eliminated certain contractor positions and we closed certain offices.

The
restructuring charge was incurred in its entirety during the third quarter of 2008. Approximately $5.8 million of the charge related to our Americas segment,
$6.3 million pertained to our EMEA segment and $0.4 million related to shared services. The restructuring charge was comprised of the following (in thousands):

Employee severance and other termination benefits

$
11,241Contract termination costs


639Other


599Total

$
12,479


80

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Restructuring and Offering Charges (Credits) (Continued)

A
reconciliation of the related accrued restructuring liability as of November 30, 2008 was as follows:

Employee
Severance
and Other
Termination
Benefits

Contract
Termination
Costs

Other

Total(In thousands)Balance at November 30, 2007

$


$


$


$
Add: Restructuring costs incurred


11,241


639


599


12,479Less: Asset write-offs








(323
)

(323
)Less: Amount reversed during the year ended November 30, 2008


(390
)







(390
)Less: Amount paid during the year ended November 30, 2008


(9,936
)

(540
)

(276
)

(10,752
)Balance at November 30, 2008

$
915

$
99

$


$
1,014




During the fourth quarter of 2006, we executed a restructuring initiative to facilitate continued growth through the focus on a
narrower group of products and services, exit non-core legacy applications, and improve our operational effectiveness. During the course of the restructuring, we reduced our aggregate
workforce by approximately 40 employees.

The
restructuring charge was incurred in its entirety during the fourth quarter of 2006. The restructuring charge was comprised entirely of employee severance and other termination
benefits costs.

A
reconciliation of the related accrued restructuring liability as of November 30, 2007 was as follows:

Employee
Severance
and Other
Termination
Benefits(In thousands)Balance at November 30, 2006

$
2,046Add: Restructuring costs incurred


Less: Amount paid during the year ended November 30, 2007


(1,892
)Less: Amount reversed during the year ended November 30, 2007


(154
)Balance at November 30, 2007

$



81

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Discontinued Operations

During 2006, we sold a business to an unrelated third party for approximately $0.3 million and recognized a loss of less than $0.1 million on the sale of the business. The
loss on sale of discontinued operations is included in the loss on discontinued operations, net line item on our consolidated statement of operations.

For
all of the periods presented, the related results of operations are shown as a discontinued operation, net of tax, in our consolidated statements of operations and cash flows.

Operating
results of the discontinued operations for the years ended November 30, 2008, 2007 and 2006 were as follows:

Years Ended November 30,2008

2007

2006(In thousands)Revenue

$


$


$
399Loss from discontinued operations

$


$


$
(2,766
)Tax benefit








846Loss from discontinued operations, net

$


$


$
(1,920
)


6. Marketable Securities

At November 30, 2008, we had no short-term investments.

At
November 30, 2007, we owned the following short-term investments which were classified as available-for-sale securities and reported at fair
value:

Gross
Amortized
Cost

Unrealized
Holding
Loss

Estimated
Fair
Value(In thousands)Municipal securities

$
10,518

$


$
10,518


We
use the specific identification method to account for gains and losses on securities. Realized gains on sales of marketable securities included within other income (expense) were
immaterial for the years ended November 30, 2008, 2007 and 2006.

7. Accounts Receivable

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

2008

2007(In thousands)Accounts receivable

$
212,605

$
180,948Lessaccounts receivable allowance


(4,790
)

(5,406
)Accounts receivable, net

$
207,815

$
175,542


82

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Accounts Receivable (Continued)

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

2008

2007

2006(In thousands)Balance at beginning of year

$
5,406

$
4,551

$
4,847Provision for bad debts


1,967


2,178


1,188Recoveries and other additions


233


191


297Write-offs and other deductions


(2,816
)

(1,514
)

(1,781
)Balance at end of year

$
4,790

$
5,406

$
4,551


8. Property and Equipment

Property and equipment consists of the following at November 30:

2008

2007(In thousands)Land, buildings and improvements

$
66,459

$
67,591Machinery and equipment


74,925


59,858141,384


127,449Less: accumulated depreciation


(81,806
)

(68,693
)$
59,578

$
58,756


Depreciation
expense was approximately $13.6 million, $11.4 million and $6.9 million in 2008, 2007 and 2006, respectively.

9. Equity Investment

In March, 2008, we acquired Prime, which owns a 50% interest in the Lloyd's Register-Fairplay Limited (LRF) joint venture, a leading source of global maritime information. LRF is the
pre-eminent brand name in the maritime information industry and the only organization that provides comprehensive details of the current world merchant fleet (tankers, cargo, carrier and
passenger ships) and a complete range of products and services to assist the world's maritime community. The investment in LRF was the primary asset of Prime. Lloyd's Register of London, England is
the joint venture partner owning the other 50%. IHS accounts for the joint venture under the equity method of accounting. The decrease in the investment balance from the date of acquisition to
November 30, 2008 is primarily due to foreign currency exchange rate fluctuations.

The
following table presents the summary balance sheet information for LRF as of November 30, 2008 (in thousands):

Current assets

$
8,611Non-current assets


7,806Current liabilities


13,751Non-current liabilities


1,376


83

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Equity Investment (Continued)

The
following table presents the summary statement of operations for LRF for the period from March 1, 2008 through November 30, 2008 (in thousands):

Revenue

$
29,013Operating expenses


17,057Operating income

$
11,956Net income

$
8,66750% of net income

$
4,334Amortization expense for purchased tangibles, net of taxes


(1,007
)Income from equity method investment

$
3,327


10. Goodwill and Intangible Assets

The following table presents details of our intangible assets, other than goodwill, as of November 30, 2008:

Useful Life

Gross

Accumulated
Amortization

Net(Years)

(In thousands)Intangible assets subject to amortization:Information databases


5 - 15

$
176,637

$
(27,770
)
$
148,867Customer relationships


2 - 15


72,596


(12,346
)

60,250Non-compete agreements


5


5,851


(4,098
)

1,753Developed computer software


5


18,700


(4,344
)

14,356Other


3 - 11


5,872


(3,190
)

2,682Total





279,656


(51,748
)

227,908Intangible assets not subject to amortization:Trademarks





56,844





56,844Perpetual licenses





1,150





1,150Total intangible assets




$
337,650

$
(51,748
)
$
285,902


84

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Goodwill and Intangible Assets (Continued)

The
following table presents details of our intangible assets, other than goodwill, as of November 30, 2007:

Useful Life

Gross

Accumulated
Amortization

Net(Years)

(In thousands)Intangible assets subject to amortization:Information databases


5 - 15

$
137,317

$
(14,926
)
$
122,391Customer relationships


2 - 15


45,650


(7,981
)

37,669Non-compete agreements


5


5,514


(2,889
)

2,625Developed computer software


5


15,036


(2,527
)

12,509Other


3 - 11


1,009


(984
)

25Total





204,526


(29,307
)

175,219Intangible assets not subject to amortization:Trademarks





29,602





29,602Perpetual licenses





1,538





1,538Total intangible assets




$
235,666

$
(29,307
)
$
206,359


The
estimated future amortization expense of intangible assets is as follows:

Year

Amount(In thousands)2009

$
30,3302010


27,9622011


26,8082012


25,4192013


24,255


Amortization
expense of intangible assets was $25.8 million, $14.1 million and $8.7 million for the years ended November 30, 2008, 2007 and 2006,
respectively.

Changes
in our goodwill from November 30, 2007 to November 30, 2008 and from November 30, 2006 to November 30, 2007 were the result of acquisitions (see
Note 3) and foreign currency exchange rate fluctuations.

11. Debt

On September 7, 2007, we entered into an amended and restated credit agreement (the Revolver). The $385 million unsecured revolving credit agreement allows us, under
certain conditions, to increase the facility to a maximum of $500 million. The agreement expires in September 2012.

The
interest rates for borrowing under the Revolver are based upon our Leverage Ratio, which is the ratio of Consolidated Funded Indebtedness to rolling four quarter Consolidated
Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA), as defined in the Revolver. The rate ranges from the applicable LIBOR plus 50 basis points to 125 basis points or the
agent bank's base rate. A commitment fee is payable periodically and ranges from 10 to 25 basis points based upon our Leverage Ratio. The Revolver contains certain financial and other covenants,
including limitations

85

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Debt (Continued)

on
capital lease obligations and maximum Leverage and Interest Coverage Ratios, as defined in the Revolver.

As
of November 30, 2008, we were in compliance with all of the covenants in the agreement and had $80.0 million of outstanding borrowings with an annual interest rate of
3.38%. In addition, we had outstanding letters of credit totaling approximately $1.2 million as of November 30, 2008.

As
of November 30, 2008, we also had $16.0 million of non-interest bearing notes that were issued to the sellers of Prime. These notes are due upon demand and
are therefore recorded in "Short-term Debt" in the accompanying Consolidated Balance Sheets.

12. Indemnifications

In the normal course of business, we are party to a variety of agreements under which we may be obligated to indemnify the other party for certain matters. These obligations typically
arise in contracts where we customarily agree to hold the other party harmless against losses arising from a breach of representations or covenants for certain matters such as title to assets and
intellectual property rights associated with the sale of products. We also have indemnification obligations to our officers and directors. The duration of these indemnifications varies, and in certain
cases, is indefinite. In each of these circumstances, payment by us depends upon the other party making an adverse claim according to the procedures outlined in the particular agreement, which
procedures generally allow us to challenge the other party's claims. In certain instances, we may have recourse against third parties for payments that we make.

We
are unable to reasonably estimate the maximum potential amount of future payments under these or similar agreements due to the unique facts and circumstances of each agreement and the
fact that certain indemnifications provide for no limitation to the maximum potential future payments under the indemnification. We have not recorded any liability for these indemnifications in the
accompanying consolidated balance sheets; however, we accrue losses for any known contingent liability, including those that may arise from indemnification provisions, when the obligation is both
probable and reasonably estimable.

13. Taxes on Income

The amounts of income from continuing operations before income taxes and minority interests by U.S. and foreign jurisdictions follow for the years ended November 30:

2008

2007

2006(In thousands)U.S.

$
23,993

$
24,422

$
10,948Foreign


110,198


98,244


74,364$
134,191

$
122,666

$
85,312


86

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Taxes on Income (Continued)

The
provision for income tax expense (benefit) from continuing operations, for the years ended November 30 was as follows:

2008

2007

2006(In thousands)Current:U.S.

$
8,560

$
6,010

$
8,666Foreign


22,321


28,628


23,961State


2,798


2,575


1,818Total current


33,679


37,213


34,445Deferred:U.S.


6,465


2,943


(9,602
)Foreign


(1,860
)

(420
)

1,479State


228


(909
)

557Total deferred


4,833


1,614


(7,566
)Provision for income taxes

$
38,512

$
38,827

$
26,879


The
provision for income taxes from continuing operations 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:

2008

2007

2006(In thousands)Statutory U.S. federal income tax

$
46,967

$
42,933

$
29,858State income tax, net of federal benefit


1,956


765


1,245Foreign rate differential


(16,764
)

(8,702
)

(4,167
)U.S. tax on dividends from foreign affiliates, net of foreign tax credits (FTCs)


7,828


8,304


3,348Valuation allowance


(1,042
)

(2,004
)

1,211Tax-exempt interest


(157
)

(1,414
)

(1,011
)Change in reserves


147


(1,225
)

(917
)Other


(423
)

170


(2,688
)Income tax expense

$
38,512

$
38,827

$
26,879Effective tax rate expressed as a percentage of pretax earnings


28.7
%

31.7
%

31.5
%


Undistributed
earnings of our foreign subsidiaries were approximately $101.0 million at November 30, 2008. 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 taxes of

87

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Taxes on Income (Continued)

approximately
$2.4 million would be payable upon remittance of all previously unremitted earnings at November 30, 2008.

The
significant components of deferred tax assets and liabilities at November 30 were:

2008

2007(In thousands)Deferred tax assets:Accruals and reserves

$
4,056

$
3,475Deferred revenue


1,559


463Depreciation


2,256


1,389Pension and post retirement benefits


3,233


Tax credits


14,952


22,755Restructure reserves


5,399


Deferred equity compensation


17,559


13,245Loss carryforwards


8,340


6,383Other


1,056


396Gross deferred tax assets


58,410


48,106Valuation allowance


(3,897
)

(5,216
)Realizable deferred tax assets


54,513


42,890Deferred tax liabilities:Pension and post-retirement benefits





(26,288
)Intangibles


(91,461
)

(59,382
)Gross deferred tax liabilities


(91,461
)

(85,670
)Net deferred tax asset (liability)

$
(36,948
)
$
(42,780
)


As
of November 30, 2008, we had loss carryforwards totaling approximately $24.4 million, comprised of $13.8 million of U.S. net operating loss carryforwards,
$5.3 million U.S. capital-loss carryforwards, and $5.3 million of foreign loss carryforwards for tax purposes, which will be available to offset future taxable income. If not
used, the U.S. net operating loss carryforwards will begin to expire in 2009, the U.S. capital loss carryforwards will expire in 2012, and the foreign tax loss carryforwards generally may be carried
forward indefinitely. The U.S. net operating loss carryforwards increased as a result of the IHS Global Insight acquisition. These losses begin to expire in 2009 and are subject to prior
Section 382 limits. Only losses deemed more likely than not of being realizable were recorded. The U.S. capital loss was incurred during 2007 as the previously deferred loss on stock investment
was realized. We believe the realization of substantially the entire deferred tax assets related to the U.S. capital loss and to foreign net operating losses is not more likely than not to occur, and,
accordingly, have placed a valuation allowance on these assets. Additionally, IHS Global Insight has existing foreign net operating losses which are still being analyzed to determine recoverability.

As
of November 30, 2008, we had foreign tax credit (FTC) carryforwards of approximately $9.2 million, research and development (R&D) credit carryforwards of approximately
$2.7 million, and Alternative Minimum Tax (AMT) credit carryforwards of approximately $3.1 million, which will be available to offset future U.S. tax liabilities. If not used, the FTC
carryforwards will expire between

88

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Taxes on Income (Continued)

2011
and 2016, and the R&D credit carryforwards will expire between 2008 and 2027. The AMT credit carryforwards may be carried forward indefinitely. We believe that it is more likely than not that we
will realize our FTC and AMT tax credit assets. As a result, during 2007 we released the valuation
allowance of $1.2 million on the FTC deferred tax asset. We believe that a portion of the R&D tax credits will expire unused.

The
valuation allowance for deferred tax assets decreased by $1.3 million in 2008. The decrease in this allowance was primarily due to a decrease on the allowance of foreign
subsidiary deferred tax assets of $1.3 million.

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.

On
December 1, 2007, we adopted FASB Interpretation No. 48,Accounting for Income Taxes(FIN No. 48), which
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48
also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Upon adoption of FIN No. 48, we recorded a cumulative
effect adjustment of $1.4 million to increase beginning retained earnings. Following adoption of FIN No. 48, we include accrued interest and accrued penalties related to amounts accrued
for unrecognized tax benefits in our provision for income taxes. We had previously included interest and penalties in interest income (expense) and other income (expense), respectively.

A
summary of the activities associated with our FIN No. 48 reserve for unrecognized tax benefits, interest and penalties follows:

Unrecognized
Tax Benefits

Interest

Penalties(In thousands)Balance at December 1, 2007

$
1,494

$
123

$
3Additions:Acquisition of IHS Global Insight


248





Current year tax positions


173





Associated with interest





46


DecreasesPrior year tax positions


(94
)

(29
)

Settlements


(193
)

(31
)

Lapse of statute of limitations


(5
)

(3
)

(3
)Impact of exchange rates


(19
)




Balance at November 30, 2008

$
1,604

$
106

$



As
of November 30, 2008, the total amount of unrecognized tax benefits was $1.7 million, of which $0.1 million related to interest.

Changes
in the reserve for unrecognized tax benefits associated with current year tax positions were primarily related to uncertain tax filing requirements associated with our
acquisition of IHS

89

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Taxes on Income (Continued)

Global
Insight. Changes in the reserve for unrecognized tax benefits associated with prior year tax positions was primarily related to the closing of a foreign audit with no change and changes related
to settlements related to a payment on a foreign audit.

It
is reasonably possible that we will experience a $0.1 million decrease in the reserve for unrecognized tax benefits within the next twelve months. We would experience this
decrease in relation to uncertainties associated with closing of statutes.

IHS
or its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The tax years for IHS and our significant subsidiaries that
remain subject to examination are as follows:

Jurisdiction

Years Under Examination

Additional Open YearsU.S. Federal





2005 - 2007United Kingdom





2005 - 2007Canada





2004 - 2007Switzerland





2006 - 2007


90

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Other Comprehensive Income (Loss)

Foreign
currency
translation
adjustments

Net pension and
postretirement
liability
adjustment

Unrealized
losses on
foreign-currency
hedges

Unrealized
losses on
short-term
investments

Accumulated
other
comprehensive
income (loss)(In thousands)Balances, November 30, 2005

$
(2,011
)
$
(5,443
)
$
(3,004
)
$
(28
)
$
(10,486
)Foreign currency translation adjustments


7,442











7,442Changes in unrealized losses on foreign-currency hedges








3,931





3,931Changes in unrealized losses on short-
term investments











46


46Minimum pension liability adjustment





(4,596
)







(4,596
)Foreign currency effect on pension


951


(951
)







Foreign currency effect on foreign-currency hedges


312





(312
)




Tax benefit on pension





1,444


(668
)

(18
)

758Foreign currency effect on tax benefit


(338
)

285


53





Balances, November 30, 2006

$
6,356

$
(9,261
)
$


$


$
(2,905
)Foreign currency translation adjustments


18,047











18,047Net pension liability adjustment





10,243








10,243Adoption of SFAS No. 158





(1,184
)







(1,184
)Foreign currency effect on pension


546


(546
)







Tax provision on pension





(2,812
)







(2,812
)Foreign currency effect on tax benefit


(164
)

164








Balances, November 30, 2007

$
24,785

$
(3,396
)
$


$


$
21,389Foreign currency translation adjustments


(96,977
)










(96,977
)Net pension liability adjustment





(83,805
)







(83,805
)Foreign currency effect on pension


(884
)

884








Tax provision on pension





32,213








32,213Foreign currency effect on tax benefit


247


(247
)







Balances, November 30, 2008

$
(72,829
)
$
(54,351
)
$


$


$
(127,180
)


15. Stock-Based Compensation

As of November 30, 2008, we had one share-based compensation plan: the Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan, which is described further
below.

Stock-based
compensation expense for the three years ended November 30 was as follows:

2008

2007

2006(In thousands)Cost of revenue

$
1,361

$
1,142

$
2,882Selling, general and administrative expenses


38,611


29,299


18,820Discontinued operations








254Total stock-based compensation expense

$
39,972

$
30,441

$
21,956


91

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Stock-Based Compensation (Continued)

Total income tax benefit recognized in the income statement for share-based compensation arrangements for the three years ended November 30 was as follows:

2008

2007

2006(In thousands)Income tax benefit

$
14,790

$
11,263

$
8,124


No
compensation cost was capitalized during the years ended November 30, 2008, 2007 and 2006.



The Amended and Restated 2004 Long-Term Incentive 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. The 2004 Directors Stock Plan, a sub-plan under our Amended and Restated 2004 Long-Term Incentive Plan, provides for the grant of
restricted stock and restricted stock units to non-employee directors as defined in that plan. We believe that such awards better align the interests of our employees and
non-employee directors with those of our shareholders. We have authorized a maximum of 11.25 million shares.

Total
compensation expense related to nonvested awards, both share awards and stock options, not yet recognized was $56.4 million as of November 30, 2008, with a
weighted-average recognition period of approximately one and a half years.

Nonvested Stock.Share awards vest from one to four years. Share awards are generally subject to either cliff vesting or graded vesting.
The fair
value of nonvested stock is based on the fair value of our common stock on the date of grant. We amortize the value of share awards to expense over the vesting period on a straight-line
basis. Approximately half of our outstanding awards are performance based. For those awards, an evaluation is made each quarter as to the likelihood of the performance criteria being met. Compensation
expense is then adjusted to reflect the number of shares expected to vest and the cumulative vesting period met to date. Additionally, we estimate forfeitures at the grant date and recognize
compensation cost based on the number of awards expected to vest. There may be adjustments in future periods if the likelihood of meeting performance criteria changes or if actual forfeitures differ
from our estimates. Our forfeiture rate is based upon historical experience as well as anticipated employee turnover considering certain qualitative factors.

A
summary of the status of our nonvested shares as of November 30, 2008, and changes during the year then ended were as follows:

Shares

Weighted-Average
Grant Date
Fair Value(in thousands)Balances, November 30, 2007


2,429

$
32.16Granted


1,026

$
57.26Vested


(950
)
$
26.33Forfeited


(329
)
$
45.36Balances, November 30, 2008


2,176

$
41.81


92

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Stock-Based Compensation (Continued)

The
total fair value of nonvested stock that vested during the year ended November 30, 2008, was $55.9 million based on the weighted-average fair value on the vesting date
and $25.0 million based on the weighted-average fair value on the date of grant.

Stock Options.Option awards are generally granted with an exercise price equal to the fair market value of our stock at the date of
grant. Options
outstanding as of November 30, 2008, either cliff vest after 4 years of continuous service or vest in a graded fashion over three years of continuous service and have 8-year
contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined in the plan). No options were granted in the year ended
November 30, 2008.

The
fair value of each option award is estimated on the date of grant using the Black-Scholes pricing model that uses the assumptions noted in the following table:

Year Ended
November 30,
2007

Year Ended
November 30,
2006Dividend yield


0.0
%

0.0
%Expected volatility


30.66
%

27.83
%Risk-free interest rate


4.92
%

5.00
%Expected term (in years)


5.0


6.0Weighted average fair value of stock options granted

$
13.57

$
11.77


Our
dividend yield is 0.0% since we have no history of paying dividends and currently have no plan to do so. Our expected volatility is determined annually using a basket of peer company
historical volatility rates until such time our stock history is equal to our contractual terms. Our risk-free interest rate is the treasury-bill rate for the period equal to
the expected term based on the Treasury note strip principal rates as reported in well-known and widely used financial sources. Our expected term is the average of the contractual term of
the option and the vesting period (i.e., the "shortcut method").

The
following table summarizes changes in outstanding stock options during the year ended November 30, 2008, as well as options that are vested and expected to vest and stock
options exercisable at November 30, 2008:

Shares

Weighted-Average
Exercise
Price

Weighted-Average
Remaining
Contractual
Term

Aggregate
Intrinsic
Value(in thousands)





(in thousands)Outstanding at November 30, 2007


287

$
35.29Granted





Exercised


(10
)
$
37.65Forfeited


(2
)

Outstanding at November 30, 2008


275

$
35.18


0.8

$
543Vested and expected to vest at November 30, 2008


275

$
35.18


0.8

$
543Exercisable at November 30, 2008


84

$
33.62




$
272


93

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Stock-Based Compensation (Continued)

The
aggregate intrinsic value amounts in the table above represent the difference between the closing price of our common stock on November 30, 2008, which was $36.29, and the
exercise price, multiplied by the number of in-the-money stock options as of the same date. This represents the amount that would have been received by the stock option holders
if they had all exercised their stock options on November 30, 2008. In future periods, this amount will change depending on fluctuations in our stock price. The total intrinsic value of stock
options exercised during the year ended November 30, 2008, was $0.3 million.

During
the years ended November 30, 2007 and 2006, we granted 0.2 million options and 0.1 million options with a weighted average grant-date fair value
of $13.57 and $11.77, respectively.

16. Employee Retirement Benefits



We sponsor a non-contributory, defined-benefit retirement plan (the US RIP) for all of our U.S. employees with at least one
year of service. We also have a defined-benefit pension plan (the UK RIP) that covers certain employees of a subsidiary based in the United Kingdom. We also have an unfunded Supplemental Income Plan
(SIP), which is a non-qualified pension plan, for certain company personnel. Benefits for all three plans are generally based on years of service and average base compensation. Plan
funding strategies are influenced by employee benefit laws and tax laws. The UK RIP includes a provision for employee contributions and inflation-based benefit increases for retirees.

We
adopted SFAS No. 158 for the year ending November 30, 2007. The standard, which is an amendment to SFAS Nos. 87, 88, 106, and 132(R), requires an employer to
recognize the funded status of any defined benefit pension and/or other postretirement benefit plans as an asset or liability in its statement of financial position.

Total
defined-benefit pension-plan (income) expense was $(1.7) million, $1.3 million and $(1.6) million for the years ending November 30, 2008, 2007, and 2006,
respectively.

Both
the US RIP and UK RIP plan assets consist primarily of equity securities with smaller holdings of bonds and alternative assets. Equity assets are diversified between international
and domestic investments, with additional diversification in the domestic category through allocations to large-cap, mid-cap, and growth and value investments.

The
US RIP'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. The UK RIP's established investment policy is to match the liabilities for active and deferred members with equity investments and match the
liabilities for pensioner members with fixed-income investments. Asset allocations are subject to ongoing analysis and possible modification as basic capital market conditions change over time
(interest rates, inflation, etc.).

94

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Employee Retirement Benefits (Continued)

The
following compares target asset allocation percentages as of the beginning of 2008 with actual asset allocations at the end of the 2008:

US RIP Assets

UK RIP AssetsTarget
Allocations

Actual
Allocations

Target
Allocations

Actual
AllocationsEquities


50 - 70
%

50
%

70
%

55
%Fixed Income


25 - 30


31


30


40Alternatives/Other


0 - 20


19





5


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. RIP during 2009. However, we expect to contribute approximately $2.1 million to the UK RIP during 2009. We also expect to
contribute approximately $0.5 million to the SIP during 2009.

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

US RIP

UK RIP

SIP

Total(In thousands)2009

$
13,095

$
652

$
486

$
14,2332010


13,512


672


524


14,7082011


15,134


692


534


16,3602012


15,064


713


525


16,3022013


15,476


735


515


16,7262014 - 2018


94,572


4,019


2,414


101,005


The
following represents our net periodic pension (income) expense:

Year Ended November 30, 2008U.S. RIP

U.K. RIP

SIP

Total(In thousands)Service costs incurred

$
6,289

$
907

$
286

$
7,482Interest costs on projected benefit obligation


11,998


2,055


456


14,509Expected return on plan assets


(21,470
)

(2,141
)




(23,611
)Amortization of prior service cost (benefit)


(473
)




44


(429
)Amortization of actuarial loss








203


203Amortization of transitional obligation/(asset)


(568
)




40


(528
)SFAS No. 88 (settlement) expense


693








693Net periodic pension benefit (income) expense

$
(3,531
)
$
821

$
1,029

$
(1,681
)


95

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Employee Retirement Benefits (Continued)



Year Ended November 30, 2007U.S. RIP

U.K. RIP

SIP

Total(In thousands)Service costs incurred

$
6,276

$
1,165

$
190

$
7,631Interest costs on projected benefit obligation


10,879


2,110


355


13,344Expected return on plan assets


(20,310
)

(1,823
)




(22,133
)Amortization of prior service cost (benefit)


(473
)




43


(430
)Amortization of actuarial loss


1,499


1,223


100


2,822Amortization of transitional obligation/(asset)


(568
)




40


(528
)SFAS No. 88 (settlement) expense








575


575Net periodic pension benefit (income) expense

$
(2,697
)
$
2,675

$
1,303

$
1,281




Year Ended November 30, 2006U.S. RIP

U.K. RIP

SIP

Total(In thousands)Service costs incurred

$
4,752

$
928

$
138

$
5,818Interest costs on projected benefit obligation


10,664


1,548


387


12,599Expected return on plan assets


(20,253
)

(1,475
)




(21,728
)Amortization of prior service cost (benefit)


(380
)




814


434Amortization of actuarial loss


923


589


105


1,617Amortization of transitional obligation/(asset)


(568
)




40


(528
)SFAS No. 88 (settlement) expense








192


192Net periodic pension benefit (income) expense

$
(4,862
)
$
1,590

$
1,676

$
(1,596
)


Costs
arising under our defined benefit pension plans from providing enhanced benefits related to restructuring activities are accounted for under the provisions of SFAS No. 88, Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits.

96

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Employee Retirement Benefits (Continued)

The
changes in the projected benefit obligation, plan assets and the funded status of the pension plans were as follows:

November 30, 2008Overfunded

UnderfundedUS RIP

UK RIP

Total

SIP

Consolidated(In thousands)Change in projected benefit obligation:Net benefit obligation at November 30, 2007

$
190,898

$
37,072

$
227,970

$
7,144

$
235,114Service costs incurred


6,289


907


7,196


286


7,482Employee contributions





315


315





315Interest costs on projected benefit obligation


11,998


2,055


14,053


456


14,509Actuarial gain


(17,649
)

(9,158
)

(26,807
)

(1,023
)

(27,830
)Gross benefits paid


(12,762
)

(781
)

(13,543
)

(239
)

(13,782
)SFAS No. 88 (settlement) expense


693





693


154


847Foreign currency exchange rate change





(8,115
)

(8,115
)




(8,115
)Net benefit obligation at November 30, 2008

$
179,467

$
22,295

$
201,762

$
6,778

$
208,540Change in plan assets:Fair value of plan assets at November 30, 2007

$
282,014

$
32,251

$
314,265

$


$
314,265Actual return on plan assets


(82,352
)

(2,529
)

(84,881
)




(84,881
)Employer contributions





2,423


2,423


239


2,662Employee contributions





315


315





315Gross benefits and settlements paid


(12,762
)

(781
)

(13,543
)

(239
)

(13,782
)Foreign currency exchange rate change





(8,049
)

(8,049
)




(8,049
)Fair value of plan assets at November 30, 2008

$
186,900

$
23,630

$
210,530

$


$
210,530Funded status:Projected benefit obligation at November 30, 2008

$
(179,467
)
$
(22,295
)
$
(201,762
)
$
(6,778
)
$
(208,540
)Fair value of plan assets at November 30, 2008


186,900


23,630


210,530





210,530Funded statusOverfunded/(Underfunded)

$
7,433

$
1,335

$
8,768

$
(6,778
)
$
1,990Amounts recognized in the Consolidated Balance Sheets:Prepaid asset

$
7,433

$
1,335

$
8,768

$


$
8,768Accrued liability











(6,778
)

(6,778
)Net amount recognized at November 30, 2008

$
7,433

$
1,335

$
8,768

$
(6,778
)
$
1,990Amounts in Accumulated Other Comprehensive Income not yet recognized as components of net periodic pension (income) expense, pretax:Net prior service cost (benefit)

$
(3,840
)
$


$
(3,840
)
$
162

$
(3,678
)Net actuarial loss (gain)


94,537


(1,019
)

93,518


1,590


95,108Net transitional obligation (asset)


(229
)




(229
)

318


89Total not yet recognized

$
90,468

$
(1,019
)
$
89,449

$
2,070

$
91,519


97

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Employee Retirement Benefits (Continued)



November 30, 2007Overfunded

UnderfundedUS RIP

UK RIP

SIP

Total

Consolidated(In thousands)Actuarial present value of accumulated benefit obligation

$
182,120

$
35,241

$
6,394

$
41,635

$
223,755Change in projected benefit obligation:Net benefit obligation at November 30, 2006

$
196,262

$
41,134

$
7,693

$
48,827

$
245,089Service costs incurred


6,276


1,165


190


1,355


7,631Employee contributions





307





307


307Interest costs on projected benefit obligation


10,879


2,110


355


2,465


13,344Actuarial loss (gain)


(10,123
)

(8,619
)

1,382


(7,237
)

(17,360
)Gross benefits paid


(12,396
)

(1,045
)

(227
)

(1,272
)

(13,668
)Settlements








(2,249
)

(2,249
)

(2,249
)Foreign currency exchange rate change





2,020





2,020


2,020Net benefit obligation at November 30, 2007

$
190,898

$
37,072

$
7,144

$
44,216

$
235,114Change in plan assets:Fair value of plan assets at November 30, 2006

$
267,266

$
26,820

$


$
26,820

$
294,086Actual return on plan assets


27,960


2,852





2,852


30,812Employer contributions (distributions)


(816
)

2,060


2,476


4,536


3,720Employee contributions





307





307


307Gross benefits and settlements paid


(12,396
)

(1,045
)

(2,476
)

(3,521
)

(15,917
)Foreign currency exchange rate change





1,257





1,257


1,257Fair value of plan assets at November 30, 2007

$
282,014

$
32,251

$


$
32,251

$
314,265Funded status:Projected benefit obligation at November 30, 2007

$
(190,898
)
$
(37,072
)
$
(7,144
)
$
(44,216
)
$
(235,114
)Fair value of plan assets at November 30, 2007


282,014


32,251





32,251


314,265Funded statusOverfunded/(Underfunded)

$
91,116

$
(4,821
)
$
(7,144
)
$
(11,965
)
$
79,151Amounts recognized in the Consolidated Balance Sheets:Prepaid asset

$
91,116

$


$


$


$
91,116Accrued liability





(4,821
)

(7,144
)

(11,965
)

(11,965
)Net amount recognized at November 30, 2007

$
91,116

$
(4,821
)
$
(7,144
)
$
(11,965
)
$
79,151Amounts in Accumulated Other Comprehensive Income not yet recognized as components of net periodic pension (income) expense, pretax:Net prior service cost (benefit)

$
(4,313
)
$


$
206

$
206

$
(4,107
)Net actuarial loss


8,361


3,506


2,803


6,309


14,670Net transitional obligation (asset)


(796
)




358


358


(438
)Total not yet recognized

$
3,252

$
3,506

$
3,367

$
6,873

$
10,125


IHS Global Insight has a funded defined benefit pension plan for certain employees located in the UK. According to the most recently available
actuarial report, this plan has average annual pension amounts of less than $0.1 million. This plan is closed to both new entrants and future accruals. As a

98

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Employee Retirement Benefits (Continued)

result
of this plan, $0.5 million was recorded as a pension liability in the preliminary purchase price allocation at the time of acquisition using the most recent information available which
is the actuarial report as of July 1, 2008.

Amortization Amounts Expected to be Recognized in Net Periodic Pension (Income) Expense during Fiscal Year Ending November 30, 2009,
pretax:

US RIP

UK RIP

SIP

Total(In thousands)Amortization of net actuarial loss

$


$


$
85

$
85Amortization of transitional obligation/(asset)

$
(229
)
$


$
40

$
(189
)Amortization of net prior service cost (benefit)

$
(473
)
$


$
44

$
(429
)


Pension
income 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:

US RIP

UK RIP

SIP2008

2007

2008

2007

2008

2007Weighted-average assumptions as of year-endDiscount rate


7.50
%

6.50
%

7.00
%

6.00
%

7.50
%

6.50
%Average salary increase rate


4.50


4.50


4.50


4.90


4.50


4.50Expected long-term rate of return on assets


8.25


8.25


7.00


7.00










Employees of certain subsidiaries may participate in defined contribution plans. Benefit expense relating to these plans was
approximately $5.1 million, $4.0 million and $3.0 million for 2008, 2007 and 2006, respectively.

17. Post-retirement Benefits

We sponsor a contributory post-retirement medical plan. The plan grants access to group rates for retiree-medical coverage for all U.S. employees who leave IHS after age 55
with at least 10 years of service. Additionally, IHS subsidizes the cost of coverage for retiree-medical coverage for certain grandfathered employees. The IHS subsidy is capped at different
rates per month depending on individual retirees' Medicare eligibility.

The
obligation under our plan was determined by the application of the terms of medical and life insurance plans together with relevant actuarial assumptions. Effective 2006, IHS does
not provide prescription drug coverage for Medicare-eligible retirees except through a Medicare Advantage fully insured option; therefore our liability does not reflect any impact of the Medicare
Modernization Act Part D subsidy. The discount rate used in determining the accumulated post-retirement benefit obligation was 7.5%, 6.5% and 5.75% at November 30, 2008,
2007, and 2006, respectively.

99

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Post-retirement Benefits (Continued)

Our net periodic post-retirement benefit (income) expense and changes in the related projected benefit obligation were as follows:

2008

2007

2006(In thousands)Service costs incurred

$
100

$
137

$
294Interest costs


634


592


728Amortization of prior service cost(1)


(3,229
)

(3,229
)

(2,655
)Amortization of net actuarial loss


472


551


484Net periodic post-retirement benefit income

$
(2,023
)
$
(1,949
)
$
(1,149
)




Year Ended
November 30,
2008

Year Ended
November 30,
2007(In thousands)

(In thousands)Change in projected postretirement benefit obligation:Post-retirement benefit obligation at beginning of year

$
10,203

$
10,763Service costs


100


137Interest costs


634


592Actuarial gain


(1,231
)

(454
)Benefits paid(2)


(854
)

(835
)Post-retirement benefit obligation at end of year

$
8,852

$
10,203Funded statusUnfunded:

$
(8,852
)
$
(10,203
)Amounts recognized in the Consolidated Balance Sheets:Accrued liability

$
(8,852
)
$
(10,203
)Amounts in Accumulated Other Comprehensive Income not yet recognized as components of net periodic pension (income) expense, pretax:Net prior service benefit

$
(6,783
)
$
(10,012
)Net actuarial loss


3,095


4,800Net transitional obligation (assets)





Total not yet recognized

$
(3,688
)
$
(5,212
)Amortization Amounts Expected to be Recognized in Net Periodic Pension (Income) Expense during Fiscal Year Ending November 30, 2009,
pretax:Amortization of net actuarial loss

$
306

$
472Amortization of transitional obligation





Amortization of net prior service benefit


(3,229
)

(3,229
)


---

100

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. Post-retirement Benefits (Continued)

depending
on individual retirees' Medicare eligibility. This change resulted in a $15.9 million negative plan amendment to be amortized over a period of time resulting in net periodic
postretirement benefit income in 2006 through 2010.

Employer
contributions to the post-retirement benefit plan expected to be paid during the year ending November 30, 2009, are approximately $0.8 million.

The
following table provides the expected cash out-flows for our post-retirement benefit plan (in thousands):

2009

$
8422010


8412011


8262012


8292013


8252014 - 2018


4,000


A
one-percentage-point change in assumed health-care-cost-trend rates would have the following effects:

One-percentage-
point increase

One-percentage-
point decrease(In thousands)Increase/(decrease) on total of service and interest cost for the year ended November 30, 2008

$
1

$
(1
)Increase/(decrease) on post-retirement benefit obligation as of November 30, 2008








18. Common Stock and Earnings per Share

As of November 30, 2008, our authorized capital stock consisted of 80,000,000 shares of Class A common stock. Prior to September 18, 2008, our authorized capital
stock consisted of 80,000,000 shares of Class A common stock and 13,750,000 shares of Class B common stock. These classes had equal dividend rights and liquidation rights. However, the
holders of our Class A common stock were entitled to one vote per share and holders of our Class B common stock were entitled to ten votes per share on all matters to be voted upon by
the stockholders. Each share of Class B common stock was convertible at any time at the option of the holder into one share of Class A common stock. On September 18, 2008, the
holders of our 13,750,000 Class B common stock converted those shares to 13,750,000 Class A common shares. In exchange for this conversion, the number of allowable demand registrations
available to that shareholder increased from two to four.

101

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. Common Stock and Earnings per Share (Continued)

For
2006 and 2007, we used the two-class method for computing basic and diluted EPS amounts. For 2008, there was a single class of stock for the purposes of calculating EPS.
Weighted average common shares outstanding were calculated as follows:

Years Ended November 30,2008

2007

2006Class A and
Class B

Class A and
Class B

Class A and
Class BWeighted average common shares outstanding:Shares used in basic per-share calculation


62,063


59,463


56,561Effect of dilutive securities:Deferred stock units


40


6


52Restricted shares


795


936


42Options


59


21


1Shares used in diluted per-share calculation


62,957


60,426


56,656




During 2006, our board of directors approved a program to reduce the dilutive effects of employee equity grants, by allowing employees
to surrender shares back to the company for a value equal to their statutory tax liability. IHS then pays the statutory tax on behalf of the employee. Later in 2006, our board of directors approved an
additional programa stock buyback programwhereby IHS was authorized to acquire up to one million shares per year in the open market to more fully offset the dilutive effect
of our employee equity programs. This program was renewed by the board of directors in late 2007 for fiscal year 2008. Later in 2008, our board of directors approved an expansion of our repurchase
program for the remainder of fiscal year 2008 under which we could invest up to $25.0 million to repurchase additional shares. During the year ended November 30, 2008, we repurchased
1,199,595 shares of our Class A common stock for approximately $65.5 million, or $54.64 per share, pursuant to the stock buyback program and 316,581 shares for approximately
$18.8 million, or $59.43 per share, related to shares withheld for taxes.

19. Long-Term Leases, Commitments and Contingencies

Rental charges in 2008, 2007, and 2006 approximated $21.2 million, $18.0 million and $15.7 million, respectively. Minimum rental commitments under
non-cancelable operating leases in effect at November 30, 2008, are as follows (in thousands):

2009

$
15,2322010


11,7452011


9,2442012


8,7362013


7,8172014 and thereafter


22,213Total

$
74,987


102

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. Long-Term Leases, Commitments and Contingencies (Continued)

We
had outstanding letters of credit in the aggregate amount of approximately $1.2 million and $1.8 million at November 30, 2008 and 2007, 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.

20. 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:

2008

2007

2006(In thousands)Interest paid

$
1,088

$
869

$
298Income tax payments, net

$
28,744

$
28,369

$
19,384


Cash
and cash equivalents amounting to approximately $31.0 million and $148.5 million reflected on the consolidated balance sheets at November 30, 2008 and 2007,
respectively, are maintained primarily in U.S. Dollars, Canadian Dollars, British Pound Sterling, and Euros, and were subject to fluctuation in the current exchange rate.

21. Segment Information

We prepare our financial reports and analyze our business results within our three reportable geographic segments: Americas, EMEA and APAC. Prior to the third quarter of 2008, we
reported as two segments: Energy and Engineering. However, during 2008 we reorganized our management structure to a geographic focus, the point of contact with our customers. This new integrated
global organization will make it easier for our customers to do business with us by providing a more cohesive, consistent, and effective sales and marketing approach in each region. By structuring our
business around our geographic segments, we are able to tailor and expand the solutions we offer to meet the unique needs of our customers both globally and in local markets. We are also able to
manage our activities according to the best practices of each. This new structure provides a solid foundation for growth in each market for all of our capabilities. It allows us a more efficient
method of bringing new products and services to customers, and supports growth in existing accounts and with new customers and markets.

Information
as to the operations of our three segments is set forth below based on the nature of the offerings. Our Chairman and Chief Executive Officer represents our chief operating
decision maker, and he evaluates segment performance based primarily on revenue and operating profit of these three segments. In addition, he also reviews revenue for the domains and Critical
Information and Insight offerings. The accounting policies of our segments are the same as those described in the summary of
significant accounting policies (see Note 2). The prior year information has been restated to conform to the current year presentation.

No
single customer accounted for 10% or more of our total revenue for the year ended November 30, 2008. There are no material inter-segment revenues for any period presented.

103

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. Segment Information (Continued)

As
shown below, certain corporate transactions are not allocated to the reportable segments. Amounts not allocated include, but are not limited to, such items as, stock-based
compensation expense, net periodic pension and post-retirement benefits income, corporate-level impairments, and gain (loss) on sales of corporate assets.

Americas

EMEA

APAC

Segment
Totals

Shared
Services

Consolidated
Total(In thousands)2008Revenue

$
520,925

$
263,457

$
59,648

$
844,030

$


$
844,030Operating income


160,757


44,258


18,098


223,113


(89,602
)

133,511Depreciation and amortization


23,187


12,997


132


36,316


3,094


39,410Assets


958,234


333,691


59,804


1,351,729


84,451


1,436,180Goodwill


499,758


173,968


31,351


705,077





705,0772007Revenue

$
428,025

$
210,299

$
50,068

$
688,392

$


$
688,392Operating income


133,785


35,200


12,582


181,567


(64,965
)

116,602Depreciation and amortization


15,242


7,801


128


23,171


2,307


25,478Assets


770,428


255,703


52,746


1,078,877


244,930


1,323,807Goodwill


403,220


133,816


27,546


564,582





564,5822006Revenue

$
346,283

$
163,624

$
40,863

$
550,770

$


$
550,770Operating income


91,357


30,138


8,714


130,209


(50,024
)

80,185Depreciation and amortization


11,138


3,342


127


14,607


1,107


15,714Assets


537,095


103,941


21,055


662,091


282,210


944,301Goodwill


284,716


55,083


11,097


350,896





350,896


Revenue
by information domain was as follows:

Years Ended November 30,2008

2007

2006(In thousands)Energy revenue

$
442,919

$
373,519

$
294,276Product Lifecycle revenue


290,637


278,273


256,494Security revenue


75,192


35,314


Environment revenue


22,456


1,286


Intersection revenue


12,826





Total revenue

$
844,030

$
688,392

$
550,770


104

---



Table of Contents

IHS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. Segment Information (Continued)

Revenue
by product category was as follows:

Years Ended November 30,2008

2007

2006(In thousands)Critical Information Products

$
555,058

$
497,301

$
425,254Critical Information Services


53,934


41,147


36,418Insight Products


167,253


92,301


49,452Insight Services


67,785


57,643


39,646Total revenue

$
844,030

$
688,392

$
550,770


22. Quarterly Results of Operations (Unaudited)

The following summarizes certain quarterly results of operations:

Three Months EndedFebruary 29/28

May 31

August 31

November 30(In thousands)2008Revenue

$
198,777

$
207,193

$
207,434

$
230,626Net income


21,431


23,258


21,024


33,280Earnings per share (Class A and Class B):Basic

$
0.35

$
0.37

$
0.34

$
0.54Diluted

$
0.34

$
0.37

$
0.33

$
0.532007Revenue

$
152,621

$
154,900

$
183,356

$
197,515Net income


18,377


18,582


21,731


25,085Earnings per share (Class A and Class B):Basic

$
0.32

$
0.32

$
0.36

$
0.41Diluted

$
0.32

$
0.32

$
0.35

$
0.40


105

---





Table of Contents

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.    Controls and Procedures



We have established disclosure controls and procedures to ensure that information required to be disclosed in the reports that the
Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. The Company's disclosure
controls and procedures have also been designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is
accumulated and communicated to the Company's management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.



Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company has included a report on management's assessment of the
design and effectiveness of its internal control over financial reporting as part of this Annual Report on Form 10-K for the fiscal year ended November 30, 2008. The
Company's independent registered public accounting firm also audited, and reported on, the effectiveness of internal control over financial reporting. Management's report and the independent
registered public accounting firm's report are included under the captions entitled "Management's Report on Internal Control Over Financial Reporting" and "Report of Independent Registered Public
Accounting Firm on Internal Control Over Financial Reporting" in Item 8 of this Annual Report on Form 10-K and are incorporated herein by reference.

Based
on their evaluation as of November 30, 2008, the principal executive officer and principal financial officer of the Company have concluded that the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.



There were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report on
Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information

None.

106

---



Table of Contents

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

The information required by this item concerning our executive officers, directors, compliance with Section 16 of the Securities
and Exchange Act of 1934 and our code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer is incorporated by reference to the
information set forth in the sections entitled "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of DirectorsCorporate Governance
MattersCode of Conduct" in our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than March 30, 2009,
which is 120 days after the fiscal year ended November 30, 2008.

Item 11.    Executive Compensation

The information required by this item is incorporated by reference to the information set forth in the sections entitled "Election of
DirectorsDirector Compensation" and "Executive Compensation" in the Proxy Statement.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to the information set forth in the sections entitled "Security
Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in the Proxy Statement.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the information set forth in the section entitled "Certain
Transactions" in the Proxy Statement.

Item 14.    Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the information set forth in the section entitled "Ratification
of Appointment of Independent Registered Public Accounting FirmAccounting Fees" in the Proxy Statement.

107

---



Table of Contents

PART IV

Item 15.    Exhibits and Financial Statement Schedules





EXHIBIT INDEX

Exhibit
Number

Description3.1*

Form of Amended and Restated Certificate of Incorporation3.2*

Form of Amended and Restated By-Laws4.1*

Form of Class A Common Stock Certificate4.2*

Rights Agreement between IHS Inc. and Computershare Trust Company, Inc., as Rights Agent4.3

Amendment to Rights Agreement Designating American Stock Transfer & Trust as Rights Agent10.1

Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan10.2

Amended and Restated IHS Inc. 2004 Directors Stock Plan10.3*

IHS Inc. Employee Stock Purchase Plan10.4*

IHS Supplemental Income Plan10.5

Summary of Non-Employee Director Compensation10.6*

Form of Indemnification Agreement between the Company and its Directors10.7*

IHS Executive Relocation Policy (2004)10.8**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Stock Option AwardSenior Executive Level10.9**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Stock Option AwardExecutive Level10.10**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Restricted Stock Unit AwardSenior Executive Level10.11**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Restricted Stock Unit AwardTime-Based10.12**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Restricted Stock Unit AwardPerformance-Based10.13*

Employment Agreement by and between IHS Inc. and Michael J. Sullivan, dated as of November 1, 2004


108

---



Table of Contents

Exhibit
Number

Description10.14

Employment Agreement by and between IHS Inc. and Jeffrey R. Tarr, dated as of December 1, 200410.15

Employment Agreement by and between IHS Inc. and Rohinton Mobed, dated as of November 1, 200410.16

Separation Agreement by and between IHS Inc. and Rohinton Mobed, dated as of November 30, 200810.17

Amendment to Separation Agreement by and between IHS Inc. and Rohinton Mobed, dated as of December 9, 200810.18

Amendment to Separation Agreement by and between IHS Inc. and Rohinton Mobed, dated as of December 22, 200810.19**

Employment Agreement by and between IHS Energy Group Inc. and Daniel H. Yergin, dated as of September 1, 200410.20**

Non-Competition Agreement by and between IHS Energy Group Inc. and Daniel H. Yergin, dated as of September 1, 200421

List of Subsidiaries of the Registrant23.1

Consent of Independent Registered Public Accounting Firm24

Power of Attorney31.1

Certification of the Chief Executive Officer 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 200231.2

Certification of the Chief Financial Officer 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 200232.1

Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


---

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.

109

---





Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on January 23, 2009.

IHS INC.By:

/s/ STEPHEN GREEN Name: Stephen Green
Title:Senior Vice President and General Counsel


Pursuant
to the requirements of the Securities Act of 1933, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated
on January 23, 2009.

Signature

Title/s/ JERRE L. STEAD Jerre L. Stead

Chairman and Chief Executive Officer (Principal Executive Officer)/s/ MICHAEL J. SULLIVAN Michael J. Sullivan

Executive Vice President and Chief Financial Officer (Principal Financial Officer)/s/ HEATHER MATZKE-HAMLIN Heather Matzke- Hamlin

Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)* 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

Director*By:

/s/ STEPHEN GREEN Stephen Green Attorney-in-Fact


110

---





Table of Contents

EXHIBIT INDEX

Exhibit
Number

Description3.1*

Form of Amended and Restated Certificate of Incorporation3.2*

Form of Amended and Restated By-Laws4.1*

Form of Class A Common Stock Certificate4.2*

Rights Agreement between IHS Inc. and Computershare Trust Company, Inc., as Rights Agent4.3

Amendment to Rights Agreement Designating American Stock Transfer & Trust as Rights Agent10.1

Amended and Restated IHS Inc. 2004 Long-Term Incentive Plan10.2

Amended and Restated IHS Inc. 2004 Directors Stock Plan10.3*

IHS Inc. Employee Stock Purchase Plan10.4*

IHS Supplemental Income Plan10.5

Summary of Non-Employee Director Compensation10.6*

Form of Indemnification Agreement between the Company and its Directors10.7*

IHS Executive Relocation Policy (2004)10.8**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Stock Option AwardSenior Executive Level10.9**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Stock Option AwardExecutive Level10.10**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Restricted Stock Unit AwardSenior Executive Level10.11**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Restricted Stock Unit AwardTime-Based10.12**

IHS Inc. 2004 Long-Term Incentive Plan, Form of 2007 Restricted Stock Unit AwardPerformance-Based10.13*

Employment Agreement by and between IHS Inc. and Michael J. Sullivan, dated as of November 1, 200410.14

Employment Agreement by and between IHS Inc. and Jeffrey R. Tarr, dated as of December 1, 200410.15

Employment Agreement by and between IHS Inc. and Rohinton Mobed, dated as of November 1, 200410.16

Separation Agreement by and between IHS Inc. and Rohinton Mobed, dated as of November 30, 200810.17

Amendment to Separation Agreement by and between IHS Inc. and Rohinton Mobed, dated as of December 9, 200810.18

Amendment to Separation Agreement by and between IHS Inc. and Rohinton Mobed, dated as of December 22, 200810.19**

Employment Agreement by and between IHS Energy Group Inc. and Daniel H. Yergin, dated as of September 1, 2004


---



Table of Contents

Exhibit
Number

Description10.20**

Non-Competition Agreement by and between IHS Energy Group Inc. and Daniel H. Yergin, dated as of September 1, 200421

List of Subsidiaries of the Registrant23.1

Consent of Independent Registered Public Accounting Firm24

Power of Attorney31.1

Certification of the Chief Executive Officer 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 200231.2

Certification of the Chief Financial Officer 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 200232.1

Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


---

---