SecProbe.io

CORRESP
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filename1.htm

April 11, 2005

Barbara
C. Jacobs

Assistant Director

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop 0406

Washington D.C. 20549

Re:

IHS Inc. (the "Company")

Registration Statement on Form S-1, Amendment No. 2

File No.: 333-122565

Dear Ms. Jacobs:

        This
letter responds to comments of the Staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") contained in your letter dated April 4, 2005 (the "Comment Letter") regarding
Amendment No. 1 to the Registration Statement (the "Registration Statement"). In conjunction with this letter, the Company is filing via EDGAR
Amendment No. 2 to the Registration Statement ("Amendment No. 2").

        We
have also enclosed three clean copies of Amendment No. 2, as well as three copies marked to show changes from Amendment No. 1. The changes reflected in Amendment
No. 2 include those made in response to the Comment Letter and various other changes that are intended to update, clarify and render the information complete. We are also sending by overnight
courier supplemental information that is responsive to comment 18 of your Comment Letter. This information is submitted only in paper pursuant to Rule 101(c)(2) of
Regulation S-T. The Company requests that such supplemental information be returned to the undersigned after Staff review.

        Set
forth below are the Staff's comments numbered 1 through 37 and responses to the comments. Page references in the Company's responses below correspond to the page numbers in the
marked version of Amendment No. 2.

        The
Company notes that information regarding the price range of its Class A common stock and the size of the offering have not been included in Amendment No. 2. However, to
assist the Staff in its review of Amendment No. 2, and in particular the Company's responses to comments 31 and 34, the Company supplementally advises you that, based on discussions with the
underwriters and selling stockholders to date, the Company currently expects the offering price range of its Class A common stock to be $14.50 to $16.50 per share. Depending on market
conditions at the time preliminary prospectuses are printed, this price range is subject to change. In the event of any such changes, the Company will promptly notify the Staff.

General

1.You disclose in Exhibit A to your March 18, 2005, response letter that your government customers include National Oil Company Libya. You disclose
in Exhibit B that the countries in which your customers are located include Libya, Sudan, and Syria. In light of the fact that Libya, Sudan and Iran have been identified by the U.S. State
Department as state sponsors of terrorism, and Sudan and Iran are subject to economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control, and Libya was subject
to economic sanctions until September 21, 2004, please summarize for us the Company's operations in each of these countries, and describe for us the
2005.04.11.1

 materiality to the Company of its operations in each country and your view as to whether those operations, individually, or in the aggregate, constitute a material investment risk for your security
holders. In preparing your response, please consider that evaluations of materiality should not be based solely on quantitative factors, but should include consideration of all factors, including the
potential impact of corporate activities upon a company's reputation and share value that a reasonable investor would deem important in making an investment decision.

        In
response to the Staff's comment regarding Libya, Sudan, and Syria, as well as the Staff's mention of Iran where the Company does not have any customers or operations, the
Company provides the following response. Note that the Company is aware of, and is highly sensitive to, the economic sanctions administered by OFAC. The activities described below were undertaken
after consultation with counsel knowledgeable in the application and interpretation of such sanctions. It is the Company's belief that it is in compliance with all applicable laws and regulations.
Further, it is the Company's belief that the activities described below do not constitute a material risk to the Company or its investors. As suggested by the Staff, the Company's assessment of these
business activities and any associated risks has taken into account a range of qualitative factors including the reputational impact to the Company and the importance that potential investors would
likely place on these activities in evaluating their investment decisions.

Libya

        The Company provides the National Oil Company of Libya with an information product known as "GEPS" (Global Exploration and Production Services). The dollar value
of this annual subscription to GEPS information is approximately $169,000. The Company understands that a European oil company, to which the Company provides a subscription to GEPS, has employees in
Libya who are permitted to
access GEPS while they work in Libya. The dollar value of this annual subscription is approximately $20,000.

        The
GEPS product contains information that is pre-existing, noncustomized, and broadly distributed. The Company and its outside counsel determined that delivery of this
product to the two entities described above was permitted under the "informational materials" exemption contained in the International Emergency Economic Powers Act ("IEEPA"—50 U.S.C.
§ 1701(b)(3)), as implemented in OFAC's Libyan Sanctions Regulations. Accordingly, delivery of the product was in full compliance with the foreign and sanctions policy of the United States
applicable to Libya prior to the termination of OFAC-administered export sanctions on Libya. Following the lifting of those sanctions and transfer of export licensing jurisdiction to the
U.S. Department of Commerce, the delivery of the GEPS information product to customers in Libya is not subject to limitation by sanctions and is consistent with other U.S. regulation.

        In
addition, the Company has been in preliminary discussions with the government of Libya to provide services designed to assist the government with Libya's previously disclosed economic
reform efforts. The Company has no agreements in place at this time to provide any services. The Company also notes that these discussions were commenced after the termination of sanctions. Based on a
review of its records, the Company does not have any other customers or operations in Libya at this time.

Sudan

        The Company provides free copies of its GEPS product to the Ministry of Energy and Mining in Sudan, the Company's only customer in Sudan. The Company and its
outside counsel have determined that delivery of this product is permissible under the IEEPA informational materials exemption as implemented in OFAC's Sudanese Sanctions Regulations. Based on a
review of its records, the Company does not have any other customers or operations in Sudan at this time.

2005.04.11.2

Syria

        The reference to Syria is to a single subscription to an online information product of a subsidiary of the Company by a Syrian-based employee of a European oil
company. The account was opened in October 2004 and accessed for one day. After an intervening period of non-use, the Company recently rendered the account inactive. The Company and
its outside counsel determined that access to this account was in compliance with the informational materials exemption to the sanctions
on Syria imposed by Executive Order 13338 and would be consistent with OFAC's implementing Syrian Sanctions Regulations that became effective on March 31, 2005. Based on a review of its
records, the Company does not have any other customers or operations in Syria at this time.

Iran

        The Company does not have any customers or business operations in Iran. We note, however, that the IEEPA informational materials exemption is applicable to Iran.

2.See prior comment 8. Given your agreement not to disclose the name of the customer identified in the summary as "one of the world's largest aerospace
companies," we do not believe that this example is appropriate. As you know, the summary should be limited to key aspects of the offering, which would not ordinarily include an unnamed large customer.
Please choose an appropriate example or revise to eliminate this reference.

        The
prospectus has been revised to delete the reference to the specific aerospace customer in favor of a more generic example relating to the services the Company provides to a number of
companies in the aerospace industry. See pages 1 and 47 of Amendment No. 2.

Summary Consolidated Financial Data, page 6

Non-GAAP
Measures—EBITDA

3.We have reviewed your response to prior comment no. 10 and your revisions on pages 9 and 10 and it continues to appear that your
presentation does not adequately comply with the requirements of Item 10(e) of Regulation S-K and the guidance set forth in the Frequently Asked Questions Regarding the Use
of Non-GAAP Financial Measures. In this regard, please note the following and advise and revise your disclosures containing non-GAAP information as
necessary.

•Note the EBITDA and Adjusted EBITDA, used as measures of performance, represent non-GAAP measures. Accordingly, all comments and
disclosures items relate to both measures. Refer to Question 15, Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.•We still do not believe you have
overcome the burden of demonstrating the usefulness of EBITDA and Adjusted EBITDA as a performance measure. Because
your non-GAAP measures exclude recurring charges, further demonstrate the usefulness of these measures that exclude recurring items to evaluate performance.•Where you discuss
(i) non-cash items included in the reconciliation from EBITDA to adjusted EBITDA, you state that "management
believes that investors can better assess operating performance if the measures are presented without such items.' However, you do not explain the basis for this belief. Please advise. Ensure you
fully address why you believe it is useful to investors to eliminate non-cash items, where you are assessing ongoing operating performance.•Where you discuss (ii) items that
you do not consider to be relevant to assessing operating performance, further disclose the specific
adjustments that have no continuing relevance to your ongoing business. Supplementally describe to us and disclose management's criteria for determining such items are "relevant" when assessing its
operating performance.

2005.04.11.3

•You indicate that EBITDA and adjusted EBITDA are useful to investors because they are frequently used by securities analysts, lenders and other
interested parties to evaluate your peer companies. However, the manner in which others use this measure does not provide insight as to its usefulness to you or your investors. Supplementally describe
the manner in which management uses the measures to conduct or evaluate its business. Include the economic substance behind management's decision to use such measure. Management should identify
significant factors that should be considered, and discuss significant trends or requirements not captured by the measurements to ensure balance and avoid undue reliance on the measure. In addition,
tell us and disclose how these measures can be used to evaluate IHS against its peer companies in light of your disclosure that not all companies use identical calculations and therefore these
measures may not be comparable.•If you are able to overcome the burden of demonstrating the usefulness of your non-GAAP measures, revise to include all of the
disclosures identified in Question 8, Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

        The
Company believes that the EBITDA and adjusted EBITDA measures used in the prospectus are useful to investors in addition to revenue, operating expenses, operating income, net income
and other GAAP measures. By adjusting net income, on a consistent basis, for items that are non-cash in nature and that are attributable to activities ancillary to its core business (such
as gain on sales of assets and gain on sale of investments in affiliates), the Company is able to present investors with additional information to assist them to better understand the performance of
the Company's core operations in cash terms. In this regard, the Company notes the following:

•EBITDA
and adjusted EBITDA are reconciled to net income in accordance with Question 15 to the Staff's Frequently Asked Questions Regarding the
Use of Non-GAAP Measures.

•The
most nearly comparable GAAP measures, such as operating profit and net income, are presented with greater prominence in the prospectus.

•The
Staff has consistently stated that companies should provide investors with information that allows them to view companies "through the eyes of management." As described
below, management utilizes EBITDA and adjusted EBITDA on a monthly basis to evaluate the Company's operating performance.

        Management
uses EBITDA and adjusted EBITDA internally to analyze and evaluate the Company's operating performance. Internal management reports used in monthly operating reviews feature
EBITDA and adjusted EBITDA. In addition, the Company will employ adjusted EBITDA as a performance measure in connection with performance awards granted under its long-term incentive plan. Management
also believes that the EBITDA and adjusted EBITDA measures provide a more appropriate view of the success of acquired companies, since they measure profitability before the non-cash amortization of
certain acquired intangible assets.

        In
addition to management, the Company believes that the following additional parties view EBITDA and adjusted EBITDA as useful measures.

•The
underwriters for this offering have advised the Company that investors will use EBITDA and adjusted EBITDA to assess the Company's operating performance.

•In
separate meetings with research analysts, the Company has been requested by these analysts to provide information regarding EBITDA and adjusted EBITDA on an ongoing
basis.

•The
lenders under the Company's credit facility require to the Company to provide similar information on a quarterly basis.

2005.04.11.4

        In
the case of non-cash items, management believes that investors can better assess the Company's operating performance if the measures are presented without such items because, unlike
cash expenses, these adjustments do not affect the Company's ability to generate free cash flow or to invest in its business. In addition, management has determined that certain other items are not
helpful in assessing operating performance because these items are not relevant to the Company's core business and will not affect its results in future periods. For example, certain
non-core investments were divested prior to, and in contemplation of, the IPO, resulting in significant gains. Although the Company may in the future have gains on sales of other assets
that it later deems non-core or otherwise, the Company currently has no such assets that it has determined to sell or that have been determined to be "non-core" to its primary
operations. The Company believes that it is also important to note that investors understand that management often has discretion regarding the timing of gains and losses relating to asset and
investment sales. In the case of the Company's results of operations for the most recent fiscal year, net income includes gains on sales of assets and investments of more than $32 million that
could have affected other periods, depending on when management decided to sell these assets and investments. As a result, the Company believes that emphasizing to investors that its ongoing results
of operations may not