¨	Preliminary Proxy Statement

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x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)	Amount previously paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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—	to elect three directors to serve until the 2019 Annual Meeting or until their successors are duly elected and qualified;

—	to ratify the appointment of Ernst & Young LLP as our independent registered public accountants;

—	to approve the material terms providing for performance-based compensation under the 2004 Long-Term Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended;

—	to approve, on an advisory, non-binding basis, the compensation of our named executive officers; and

—	to transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

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•	by voting in person at the Annual Meeting;

•	by submitting written notice of revocation to the Corporate Secretary prior to the Annual Meeting; or

•	by submitting another proxy—properly executed and delivered—on a later date, but prior to the Annual Meeting.

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Through the awards of our PSUs, our NEO compensation is aligned to our stockholders. We have emphasized long-term performance with performance-based awards that focus on three-year performance objectives and strong holding requirements. Our NEOs are required to retain IHS stock equal to three to five times the value of their annual salaries. Unvested stock awards do not count toward their respective holding requirements.

•	In new employment agreements, we do not provide for severance protection for voluntary termination of employment.

•	None of our NEOs is entitled to tax gross-ups with respect to the excise tax liability related to any golden parachute excess payment.

•	The independent compensation consultant retained by the Human Resources Committee is prohibited from doing any unrelated work for the Company.

•

We have an incentive recoupment (clawback) policy and a hedging and pledging policy for our NEOs. Under the clawback policy, we may recover certain incentive-based compensation from any current or former executive officer who receives such compensation with respect to any year during the three-year period preceding a triggering event (including, among other things, an accounting restatement due to material noncompliance with financial reporting requirements). Under our hedging and pledging policy, directors and executive officers are prohibited from purchasing or using financial instruments that are designed to hedge, offset, or profit from any decrease in the market value of our common stock. We place restrictions on our directors' and executive officers' ability to pledge their shares of IHS common stock.

•	Our Long-Term Incentive Plan prohibits the cash buyout of underwater options.

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•	scheduling meetings of the independent directors;

•	chairing the separate meetings of the independent directors;

•	serving as principal liaison between the independent directors and the Chairman and CEO on sensitive issues;

•	communicating from time to time with the Chairman and CEO, and disseminating information among the Board of Directors as appropriate;

•	providing leadership to the Board of Directors if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict;

•	reviewing the agenda and schedule for Board of Directors meetings and executive sessions and adding topics to the agenda as appropriate;

•	reviewing the quality, quantity, and timeliness of information to be provided to the Board;

•	being available, as appropriate, for communication with stockholders; and

•	presiding over the annual self-evaluation of the Board of Directors.

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(1)	As CEO and Chairman, Mr. Stead will not be entitled to a separate Chairman of the Board Retainer in fiscal year 2016. Mr. Stead has not received the Annual Equity Award or the Initial Equity Award received by non-employee directors. Mr. Stead's compensation is described in the "2015 Summary Compensation Table."

(1)	Includes the value of deferred stock units granted to each of Messrs. Grolman, Hall, and Roedel. These directors elected to receive deferred stock units ("DSUs") in lieu of their Board and Committee cash retainers. The DSUs will be distributed in shares of IHS common stock after the director's service terminates.

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(2)

On each December 1, the first day of the Company's fiscal year, nonemployee directors each receive an annual award of RSUs. These units vest one year from the date of grant. The valuation of the stock awards reported in this table is the grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted in fiscal year 2015. Any estimated forfeitures are excluded from values reported in this table. The aggregate number of outstanding stock awards held by each director on November 30, 2015, the last day of fiscal year 2015, is as follows:

(a)	Represents deferred stock units that the director has acquired during his or her term in lieu of receiving Board and/or Committee cash retainers. The shares underlying these units will be paid to the director after the director's service terminates.

(b)	Represents vested annual and initial equity awards that have not yet been released to the director because receipt has been deferred until after the director's service terminates. These RSUs were granted under the terms of the Directors Stock Plan.

(c)	Represents RSUs granted to the directors on December 1, 2014. These annual stock grants for the 2015 fiscal year had not vested as of the end of fiscal year 2015, and subsequently vested on December 1, 2015.

(d)	Mr. Roedel has gifted all of his equity grants to his spouse.

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(1)	Unless otherwise stated below, the address of each beneficial owner listed on the table is “c/o IHS Inc., 15 Inverness Way East, Englewood, Colorado 80112.”

(2)

The number of shares reported as owned in this column includes deferred stock units, as described in the table below. None of the executive officers or directors holds stock options that are exercisable within 60 days. Excludes unvested RSUs that are reported for the executive officers on the SEC Form 4, Table 1 — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned, and excludes PSUs held by our executive officers that may be payable in common stock depending upon the achievement of certain performance goals. Details of these holdings as of February 12, 2016 are described in the following table.

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(3)	Mr. Stead's reported ownership includes 258,889 shares held by JMJS II LLP, a family trust. Ownership includes 100,000 shares pledged as collateral to secure certain personal indebtedness.

(4)	Dr. Yergin's reported ownership includes 12,000 shares held in an irrevocable family trust.

(5)	Mr. Key resigned as President and CEO on June 1, 2015, and the ownership is reported as of that date.

(6)	Mr. Sweeney ceased his role as an executive officer on September 25, 2015, and the ownership is reported as of that date.

(7)	Mr. Iyer's reported ownership includes 12,500 shares held in irrevocable trusts for his children.

(8)	Mr. Montupet's reported ownership includes 1,000 shares held in irrevocable family trusts.

(9)	Mr. Roedel's reported ownership includes 2,517 shares indirectly held by a defined benefit plan, 584 shares held by a profit sharing plan, and 54,582 shares held by his wife. Mr. Roedel disclaims beneficial ownership of these shares.

(10)

This information was obtained from the Schedule 13G/A filed with the SEC on February 11, 2016 by T. Rowe Price Associates, Inc. ("Price Associates"). The address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202. To the knowledge of Price Associates, it does not hold more than five percent of the class on behalf of another person. Price Associates has sole voting power over 2,330,348 shares and sole dispositive power over 8,306,176 shares. Persons other than Price Associates are entitled to receive all dividends from, and proceeds from the sale of, those shares.

(11)

This information was obtained from the Schedule 13G/A jointly filed with the SEC on February 2, 2016 by Artisan Partners Limited Partnership ("APLP"), Artisan Investments GP LLC ("Artisan Investments"), Artisan Partners Holdings LP, Artisan Partners Asset Management Inc., and Artisan Partners Funds, Inc., (collectively, "Artisan Partners"). The address of Artisan Partners is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202. These securities have been acquired on behalf of discretionary clients of APLP. Artisan Partners has shared voting power over 7,628,320 shares and shared dispositive power over 8,105,331 shares. APLP holds 8,105,331 shares, including 3,554,505 shares on behalf of Artisan Partners Funds, Inc., over which shares Artisan Partners Funds, Inc. holds shared voting and dispositive power. Persons other than APLP are entitled to receive all dividends from, and proceeds from the sale of, those shares.

(12)

This information was obtained from the Schedule 13G/A filed with the SEC by The Vanguard Group ("Vanguard") on February 11, 2016. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. To the knowledge of Vanguard, it does not hold more than five percent of the class on behalf of another person. Vanguard has sole voting power over 64,736 shares, shared voting power over 6,700 shares, sole dispositive power over 4,568,368 shares, and shared dispositive power over 75,273 shares.

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(13)

This information was obtained from the Schedule 13G filed with the SEC on February 11, 2016 by Edgewood Management LLC ("Edgewood Management"). The address of Edgewood Management is 535 Madison Avenue, 15th Floor, New York, NY 10022. To the knowledge of Edgewood Management, it does not hold more than five percent of the class on behalf of another person. Edgewood Management has shared voting power and shared dispositive power over 4,335,863 shares.

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I.	Introduction

II.	Executive Summary

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adjusting the equity-based performance award metrics from (a) revenue and Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to (b) Adjusted EBITDA Margin Growth with a relative Total Stockholder Return ("TSR") payout modifier. The Adjusted EBITDA Margin Growth metric will be measured using a three-year average of margin growth for each fiscal year and the relative TSR payout modifier will increase or decrease the final earned payout depending upon how IHS TSR compares with the TSR of the companies comprising the S&P 500 stock index. This goal set utilizes a key profit metric as the primary goal, while the TSR modifier ensures a direct connection between executives and stockholders;

•	reducing maximum payout levels on our PSUs from 175 percent of target to 150 percent of target, which supports our management of long-term stock based compensation expense while continuing to allow upside for strong Company performance;

•	changing the composition of our annual grant program from 100 percent performance-based awards for NEOs and senior executives to a combination of PSUs and time-based RSUs with three-year cliff vesting to balance pay for performance and stockholder alignment while providing a long-term incentive base; and

•

incorporating an adjustment mechanism for performance goals in our long-term equity incentive program for our 2014-2016 and 2015-2017 performance cycles to consider the impact of certain large acquisitions and divestitures, thus preventing unanticipated windfalls and ensuring payouts reflect core operating performance. We have moved to a strategy of fewer, larger acquisitions and targeted divestitures, as appropriate, to support the long-term profitable growth of our Company.

•	an incentive compensation recoupment (clawback) policy

•

a hedging and pledging policy for executive officers and directors that (a) prohibits them from purchasing or using, directly or indirectly through family members or other persons or entities, financial instruments that are designed to hedge, offset, or profit from any decrease in the market value of IHS common stock and (b) requires pre-clearance before allowing them to hold IHS securities in margin accounts or pledge IHS securities as collateral;

•	prohibition of a cash buyout of underwater options;

•	no employment agreement for our CEO;

•	no provisions for excise tax gross-ups in our NEO employment agreements; and

•	no severance protection for voluntary terminations, including for good reason unless in the event of a change in control, in new NEO employment agreements.

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(1)	The numbers reported in the table above include revenue, Adjusted EBITDA, and Adjusted EPS associated with planned dispositions that have been classified as discontinued operations for purposes of financial reporting; however, as of the end of the fiscal year 2015, these dispositions had not yet occurred.

(2)	Our free cash flow was negatively impacted due to the cash payout associated with approximately $40.9 million in restructuring charges incurred in fiscal year 2015.

(1)	The numbers reported in the table above include Adjusted EBITDA margin associated with planned dispositions that have been classified as discontinued operations for purposes of financial reporting; however, as of the end of the fiscal year 2015, these dispositions had not yet occurred.

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(1)	Starting in 2016, we will adjust our long-term equity incentive metrics to Adjusted EBITDA margin growth with a TSR payout modifier.

•	align Company strategy and performance across time (i.e., short-, intermediate-, and long-term performance);

•	encourage the necessary balance between short-term results and greater long-term value;

•	attract, retain and develop key executive talent;

•	compete with prevailing practices in both level and mix of pay;

•	provide an overall mix of compensation consistent with both managerial effectiveness and sound governance;

•	provide an overall compensation program that can be reasonably applied to a broader cross-section of positions other than just NEOs; and

•	offer sensible, sustainable, and proportionate sharing of Company success between stockholders and employees.

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(1)	The portion of the Annual Incentive Plan ("AIP") tied to Customer Delight is delivered in shares of our common stock. See “Elements of Compensation-Annual Incentive Plan.”

III.	Overview of Executive Compensation Decisions During Fiscal Year 2015

•	experience, responsibilities, and individual and overall Company performance;

•	internal equity among senior executives;

•	role an executive plays in our succession planning efforts;

•	competitive market data and trends;

•	alignment with three key stakeholders: stockholders, customers, and colleagues; and

•	results of the previous stockholder advisory vote.

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•	our new organizational structure and each executive’s role and scope of responsibilities;

•	performance versus stated individual and Company business objectives;

•	the importance of each executive officer to the Company's future success; and

•	external market data and the need to attract and retain critical leadership talent.

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•	Mr. Stead’s proven leadership and business acumen;

•	the vital importance of Mr. Stead’s leadership to the Company’s future success;

•	Mr. Stead’s willingness to quickly step into the CEO role upon Mr. Key’s resignation; and

•	external market data.

•	the executive team has a material equity stake; and

•	the amount earned by executives is appropriate at various performance levels.

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(1)	Percentage of target earned is interpolated between these points.  No amount is paid below the level identified as “Threshold.”

(2)	The numbers reported in the table above include revenue and Adjusted EBITDA margin associated with planned dispositions that have been classified as discontinued operations for purposes of financial reporting; however, as of the end of the fiscal year 2015, these dispositions had not yet occurred.

(3)	The free cash flow results exclude the cash payout associated with approximately $40.9 million of restructuring charges incurred during 2015.

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(1)	The metrics described in the table above are applicable to PSUs tied to the 2014-2016 and the 2015-2017 performance cycles.

(2)	If threshold levels are not met, zero percent is earned for that measure.

(3)	During the first quarter of FY 2016, the Human Resources Committee incorporated an adjustment mechanism to consider the impact of future large acquisitions and divestitures. Additionally, the Committee adjusted the targets for PSUs tied to the 2014-2016 and 2015-2017 performance cycles to reflect the effects of discontinued operations not contemplated at the time the original targets were set.

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(1)

Following the establishment of the goals for the 2013-2015 cycle, we completed a major acquisition that was not contemplated in these performance targets. In order to ensure that we did not provide benefits that were not intended when we originally established these goals, in accordance with provisions in the Plan, we adjusted the performance targets higher to consider the impact of the newly acquired business. The performance targets and results above represent our performance versus these adjusted / higher performance expectations.

(2)

As established in the original award terms, actual 2015 results have been adjusted to eliminate the effect of changes in the foreign exchange rates, which accounts for the difference between the revenue reported in the FY 2015 AIP calculation and the revenue reported in the Long-Term Incentive Payout table above. The 2015 results reported in the table above include revenue and Adjusted EBITDA associated with planned dispositions that have been classified as discontinued operations for purposes of financial reporting; however, as of the end of the fiscal year 2015, these dispositions had not yet occurred.

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IV.	Employment Contracts, Termination of Employment Arrangements, and Change in Control Arrangements

•	neutrality with respect to a potential change in control that allows an executive to focus on stockholder interest and not future employment;

•	retention of executives involved in the negotiation, consummation, and/or implementation of a change in control;

•	attracting executives from other industries and geographic regions;

•	competitive employment arrangements; and

•	bridge to future employment opportunities.

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V.	Stock Ownership Guidelines

VI.	Impact of Accounting and Tax Treatment

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(1)

Reflects the grant-date fair value of RSUs and of PSUs assuming target performance level. The value of these awards is calculated in accordance with FASB ASC Topic 718. Any estimated forfeitures are excluded from values reported in this table. For a discussion of the assumptions made in valuing these awards and a description of how we factor forfeitures into our overall equity compensation expense, refer to the “Stock-based Compensation” footnote to our financial statements contained in our Annual Reports on Form 10-K for the fiscal years ended November 30, 2013, 2014, and 2015, respectively.

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(2)

Represents bonus payments that were paid following the close of the fiscal year for which they were earned. In 2015, the portion of the bonus payout tied to Customer Delight was paid in shares of IHS stock to each of the NEOs, except Mr. Sweeney. A 30-day stock price average as of November 20, 2015 ($120.02) was used to determine the number of shares paid. The 2015 payments in cash and stock are as follows:

(3)

Amounts represent the aggregate increase in actuarial value to the NEO of pension benefits accrued during the fiscal year based on the November 30th measurement date used for financial statement reporting purposes. Assumptions used to calculate the change in pension value are discussed in the note “Pensions and Postretirement Benefits" to our financial statements contained in our Annual Reports on Form 10-K for the fiscal years ended November 30, 2013, 2014 and 2015, respectively. In July 2014, we discontinued future accruals to these plans. The actuarial values for Mr. Stead in 2015 and 2013 and for Mr. Gear in 2015 were negative, and are not included in the table above. There was no change to the actuarial value for Dr. Yergin in 2015. Mr. Gupta is not eligible for pension benefits. In 2015, Mr. Key received credit for an additional two years of age as part of his separation agreement.

(4)	The table below provides a breakdown of Other Annual Compensation in 2015 for each of our NEOs.

(a)

Prior to the time Mr. Stead was appointed Chairman and CEO, he served as our non-employee Chairman of the Board. Our compensation program for non-employee directors provided for a $200,000 cash retainer for the non-employee Chairman of the Board. Mr. Stead elected to receive 1,617 deferred stock units in lieu of the $200,000 cash retainer. The deferred stock units will be distributed in shares of IHS stock after Mr. Stead's service as a director terminates.

(b)	During fiscal year 2015, the HR Committee approved severance payments to Mr. Sweeney totaling $1,304,250, which are being paid to Mr. Sweeney during fiscal year 2016.

(5)	Mr. Stead's compensation from 2013 to 2015 represents payments for the following leadership roles he has held since 2013:

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(6)	For Messrs. Gear, Gupta, and Sweeney, compensation is shown only for the years that they were NEOs.

(7)

Mr. Key resigned as President and Chief Executive Officer effective June 1, 2015. The value of $5,013,600 reported in the Stock Awards Compensation column represents the incremental value for 40,000 unvested PSUs shares that were granted in prior years and were modified to provide for acceleration in 2015 as part of Mr. Key's separation agreement. Mr. Key also forfeited 40,000 PSUs upon his termination that were granted in fiscal year 2014 and had a grant date value of $4,523,200.

(8)

Mr. Sweeney left his position as Senior Vice President, Global Sales effective November 27, 2015. The values included in the Stock Awards Compensation column represent: (a) $1,151,700 in grant date value for PSUs Mr. Sweeney was granted during 2015, including $575,850 of value that was forfeited upon Mr. Sweeney's termination; and (b) $2,248,000 in incremental value for awards that were accelerated in 2015 as part of Mr. Sweeney's separation agreement. The incremental value was determined by multiplying the total accelerated shares by the fair market value of IHS stock on the award modification date.

(1)	This table excludes stock awards that were granted to the current NEOs for the portion of their Annual Bonus that was tied to Customer Delight and described in footnote 2 to the "2015 Summary Compensation Table."

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(2)	The amounts in these columns reflect ranges of possible payouts under our 2015 AIP. Salaries have been pro-rated where applicable to determine the ranges. Under this plan, threshold performance must be met in order for there to be any payout. We made various assumptions to determine the estimated payouts shown in the table above, including:

(3)	These awards represent shares of our common stock underlying PSUs granted to our NEOs under the Plan.

(4)

In accordance with FASB ASC Topic 718, the grant date fair value of PSUs is calculated by multiplying the fair market value of a share of our common stock, as determined under the Plan, on the grant date by the target number of shares granted. Under the Plan, the fair market value for a share of our common stock is the average of the high and low trading prices on the date of grant. The grant date value of the PSUs in the table above is based on the shares that would be received should the target performance be met. A comparison of the values of the PSUs at target and maximum performance level is described in the table below.

(5)	This table excludes deferred stock units that Mr. Stead received in lieu of his cash retainer received at the time he was the non-employee Chairman of the Board, as described in footnote 4(a) to the "2015 Summary Compensation Table."

(6)	On July 1, 2015, Mr. Stead was granted 30,000 PSUs that will be earned after the end of fiscal year 2016 based upon achievement of 2014-2016 Company performance goals.

(7)	On February 1, 2015, Mr. Hyatt was granted 15,000 PSUs that will be earned after the end of fiscal year 2017 based upon achievement of 2015-2017 Company performance goals.

(8)	On February 1, 2015, Dr. Yergin was granted 20,000 PSUs that will be earned after the end of fiscal year 2017 based upon achievement of 2015-2017 Company performance goals.

(9)

On January 2, 2015, Mr. Gear was granted 10,000 RSUs, of which 50 percent vested on January 2, 2016 and 50 percent will vest on January 2, 2017. On February 1, 2015, Mr. Gear was granted 10,000 PSUs that will be earned after the end of fiscal year 2017 based upon achievement of 2015-2017 Company performance goals. On July 15, 2015, Mr. Gear was granted 10,000 PSUs, 50 percent of which will be earned after the end of fiscal year 2016 based upon achievement of 2014-2016 Company performance goals and 50 percent of which will be earned after the end of fiscal year 2017 based upon achievement of 2015-2017 Company performance goals.

(10)	On January 2, 2015, Mr. Gupta was granted 10,000 RSUs, all of which will vest on January 2, 2017. On February 1, 2015, Mr. Gupta was granted 10,000 PSUs that will be earned after the end of fiscal year 2017 based upon achievement of 2015-2017 Company performance goals.

(11)	On February 1, 2015, Mr. Sweeney was granted 10,000 PSUs that would have been earned after the end of fiscal year 2017 based upon achievement of 2015-2017 Company performance goals. Mr. Sweeney forfeited 5,000 of these shares upon his termination, and he vested in 5,000 of these shares on December 7, 2015, under the terms of his separation agreement. See "Executive Employment Agreements."

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(1)	Consists of 12,400 PSUs that vested at 124 percent of target (10,000 PSUs at target) on January 20, 2016, based on 2015 financial performance.

(2)	Consists of 9,920 PSUs that vested at 124 percent of target (8,000 PSUs at target) on January 20, 2016, based on 2015 financial performance.

(3)	Consists of 75,000 RSUs and 24,800 PSUs that vested at 124 percent of target (20,000 PSUs at target) on January 20, 2016, based on 2015 financial performance. The RSUs vest as follows: 25,000 on each of July 1, 2016, July 1, 2017 and July 1, 2018.

(4)	Consists of 10,000 RSUs and 4,216 PSUs that vested at 124 percent of target (3,400 PSUs at target) on January 20, 2016, based on 2015 financial performance. The RSUs vest as follows: 5,000 on January 2, 2016 and 5,000 on January 2, 2017.

(5)	Consists of 10,000 RSUs and 18,600 PSUs that vested at 124 of target (15,000 PSUs at target) on January 20, 2016, based on 2015 financial performance. The RSUs vest as follows: 10,000 on January 2, 2017.

(6)	Consists of 20,000 PSUs and RSUs that were modified to provide for accelerated vesting on December 7, 2015, as part of Mr. Sweeney's termination agreement.

(7)

These awards consist of PSUs that may vest, depending upon Company performance in 2016 and 2017, respectively. The PSUs have three primary vesting levels: threshold, target, and maximum. If threshold performance is not met, the award will be forfeited. The column titled "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested" reports the number of PSUs that would vest if the target performance metrics were met. The following table shows the comparison of PSUs that would vest if threshold, target, or maximum performance metrics were met. Provided the threshold performance metrics are met, the actual number of PSUs that will vest will be prorated between threshold and target or target and maximum, depending upon the actual performance achieved. PSUs vest in the first quarter following the applicable performance year.

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(1)

Value realized on vesting is calculated by multiplying the number of shares vesting by the average of the high and low trading prices on the vesting date (the fair market value as authorized in the Plan). The value realized upon vesting does not necessarily reflect the actual proceeds that may have been or will in the future be received by the NEO upon the sale of the shares that vested. Excludes (a) shares given to the NEOs as part of their annual bonuses and included as compensation under the column titled "Non-Equity Incentive Compensation" in the "2015 Summary Compensation Table," and (b) DSUs awarded to Mr. Stead in lieu of his 2015 cash retainer as our non-employee Chairman of the Board and included as compensation under the column titled "Other Compensation" in the "2015 Summary Compensation Table."

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Formula A:	Benefits accrued as of April 30, 2006 equals (i)+(ii)+(iii):

i.	1.25 percent of highest five years' average compensation in last 10 years as of April 30, 2006 up to covered compensation times years of benefit service (maximum 30 years), plus

ii.	1.70 percent of highest five years' average compensation in last 10 years as of April 30, 2006 in excess of covered compensation times years of benefit service (maximum 30 years), plus

iii.	0.5 percent of highest five years' average compensation in last 10 years as of April 30, 2006 times years of benefit service in excess of 30 years.

Formula B:	From May 1, 2006 to February 28, 2011, 15 percent of pensionable earnings, payable at age 65 as a lump sum pension.

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Formula C:	From March 1, 2011 to July 11, 2014, 10 percent of pensionable earnings, payable at age 65 as a lump sum pension.

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(1)	This amount is also included in the amount reported under the column heading "All Other Compensation" in the Summary Compensation Table.

(2)	This amount is also included in the amount reported under the column heading "Salary" in the Summary Compensation Table.

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1.	Voluntary Termination Other Than for Good Reason or Involuntary Termination for Cause

2.	Involuntary Termination Without Cause or Termination for Good Reason without Change in Control

3.	Involuntary Termination Without Cause or Termination for Good Reason with a Change in Control

•	the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing more than 50 percent of the total combined voting power of all outstanding securities of the Company;

•

a merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold, in the aggregate, securities possessing more than 50 percent of the total combined voting power of all outstanding voting securities of the surviving entity immediately after such merger or consolidation;

•	a reverse merger in which the Company is the surviving entity but in which securities possessing more than 50 percent of the total combined voting power of all outstanding voting securities of the Company are transferred to or acquired by a person or persons different from the persons holding directly or indirectly those securities immediately prior to such merger;

•	the sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company;

•	the approval by the stockholders of a plan or proposal for the liquidation or dissolution of the Company; or

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•	as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who are members of the Board before the Transaction will cease to constitute a majority of the board of directors of the Company or any successor thereto.

•	the material diminution of position (including titles and reporting relationships), duties or responsibilities, excluding immaterial actions not taken in bad faith;

•	the breach by the Company of any of its material obligations under the employment agreement, excluding immaterial actions (or failures of action) not taken (or omitted to be taken) in bad faith and which, if capable of being remedied, are remedied by the Company within 30 days after receipt of such notice thereof; or

•	the Company's relocation of the executive's principal location of work by more than 50 miles (other than any relocation recommended or consented to by the executive); it being understood that the executive may be required to travel on business to other locations as may be required or desirable in connection with the performance of job duties.

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(1)	Mr. Stead does not have an employment agreement and is not entitled to any payments upon termination for any reason other than the vesting of Long-Term Incentive Compensation, as described in this table.

(2)	The value for PSUs is based on the Company's stock price at the end of the 2015 fiscal year assuming vesting based on Target performance. Actual awards will vest based on actual performance after the Board has certified the results. All unvested PSUs vest at Target in the event of death, Disability, or Change in Control, and are forfeited in other forms of termination.

(3)	Mr. Stead did not have any unvested time-based RSUs at the end of the 2015 fiscal year.

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(1)

Mr. Hyatt receives a multiple of base salary and target bonus (1.5X for a termination without Cause, 2X if termination follows a Change in Control) plus a pro-rata bonus payment at Target (following termination due to Change in Control) or at actual results for the year (following termination outside of a Change in Control - presented at Target in this table). The terms of our short-term incentive program provide for a pro-rata bonus payment at Target in the event of death or Disability - presented at Target in this table.

(2)	The value for PSUs is based on the Company's stock price at the end of the 2015 fiscal year assuming vesting based on Target performance. Actual awards will vest based on actual performance after the Board has certified the results. All unvested PSUs vest at Target in the event of death, Disability, or Change in Control, and are forfeited in other forms of termination.

(3)	Mr. Hyatt did not have any unvested time-based RSUs at the end of the 2015 fiscal year.

(4)	Equity awards vest in the event of a Change in Control (i.e., single-trigger); other severance is earned for a qualified termination following a Change in Control.

(5)	Mr. Hyatt receives welfare benefits continuation under certain termination scenarios equal to 18 months (outside of a Change in Control) or 24 months (following a Change in Control).

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(1)

Dr. Yergin receives a multiple of base salary and target bonus (1.5X for a termination without Cause or for Good Reason, 2X if termination follows a Change in Control) plus a bonus payment at Target (following termination due to Change in Control) or at actual results for the year (following termination outside of a Change in Control - presented at Target in this table). The terms of our short-term incentive program provide for a pro-rata bonus payment at Target in the event of death or Disability - presented at Target in this table.

(2)	The value for PSUs is based on the Company's stock price at the end of the 2015 fiscal year assuming vesting based on Target performance. Actual awards will vest based on actual performance after the Board has certified the results. All unvested PSUs vest at Target in the event of death, Disability, or Change in Control, and are forfeited in other forms of termination.

(3)	The value of time-based RSUs is based on the Company's stock price at the end of the 2015 fiscal year. Dr. Yergin's unvested RSUs vest in full upon a Change in Control, or for any termination by the Company other than for Cause, or for a termination by Dr. Yergin for Good Reason, and vests at 50 percent for a termination due to death or Disability.

(4)	Equity awards vest in the event of a Change in Control (i.e., single-trigger); other severance is earned for a qualified termination following a Change in Control.

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(1)

Mr. Gear receives a multiple of base salary and target bonus (1.5X for a termination without Cause, 2X if termination follows a Change in Control) plus a pro-rata bonus payment at Target (following termination due to Change in Control) or at actual results for the year (following termination outside of a Change in Control - presented at Target in this table). The terms of our short-term incentive program provide for a pro-rata bonus payment at Target in the event of death or Disability - presented at Target in this table.

(2)	The value for PSUs is based on the Company's stock price at the end of the 2015 fiscal year assuming vesting based on Target performance. Actual awards will vest based on actual performance after the Board has certified the results. All unvested PSUs vest at Target in the event of death, Disability, or Change in Control, and are forfeited in other forms of termination.

(3)	The value of time-based RSUs is based on the Company's stock price at the end of the 2015 fiscal year. Mr. Gear's time-based RSU awards vest in the event of death, Disability, or Change in Control.

(4)	Equity awards vest in the event of a Change in Control (i.e., single-trigger); other severance is earned for a qualified termination following a Change in Control.

(5)	Mr. Gear receives welfare benefits continuation under certain termination scenarios equal to 18 months (outside of a Change in Control) or 24 months (following a Change in Control).

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(1)

Mr. Gupta receives a multiple of base salary and target bonus (1.5X for a termination without Cause, 2X if termination follows a Change in Control) plus a pro-rata bonus payment at Target (following termination due to Change in Control) or at actual results for the year (following termination outside of a Change in Control - presented at Target in this table). The terms of our short-term incentive program provide for a pro-rata bonus payment at Target in the event of death or Disability - presented at Target in this table.

(2)	The value for PSUs is based on the Company's stock price at the end of the 2015 fiscal year assuming vesting based on Target performance. Actual awards will vest based on actual performance after the Board has certified the results. All unvested PSUs vest at Target in the event of death, Disability, or Change in Control, and are forfeited in other forms of termination.

(3)	The value of time-based RSUs is based on the Company's stock price at the end of the 2015 fiscal year. Mr. Gupta's time-based RSU awards vest in the event of death, Disability, or Change in Control.

(4)	Equity awards vest in the event of a Change in Control (i.e., single-trigger); other severance is earned for a qualified termination following a Change in Control.

(5)	Mr. Gupta receives welfare benefits continuation under certain termination scenarios equal to 18 months (outside of a Change in Control) or 24 months (following a Change in Control).

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

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

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

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

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

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

•

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

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

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

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

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

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2.1

“Affiliate” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company, including any member of an affiliated group of which the Company is a common parent corporation or subsidiary corporation (within the meaning of Section 424 of the Code).

2.2	“Award” means, individually or collectively, a grant under this Plan of NQSOs, ISOs, SARs, Restricted Stock, RSUs, Performance Shares, Performance Units, Cash-Based Awards, Other Stock-Based Awards or Covered Employee Annual Incentive Awards, in each case subject to the terms and conditions of this Plan.

2.3	“Award Document” means either (a) a written agreement entered into by the Company and a Participant setting forth the terms and conditions applicable to an Award, or (b) a written statement issued by the Company to a Participant describing the terms and conditions of such Award.

2.4	“Board” means the board of directors of the Company.

2.5	“Cash-Based Award” means an Award granted under Article 10.

2.6	“Change in Control” means any of the following events:

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2.7	“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

2.8	“Committee” means the compensation committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board.

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2.9	“Company” has the meaning set forth in Section 1.1, and any successor thereto as provided in Article 21.

2.10	“Consolidated Operating Earnings” means the consolidated earnings before income taxes of the Company, computed in accordance with generally accepted accounting principles, but shall exclude the effects of Extraordinary Items.

2.11	“Covered Employee” means a Participant who is a “covered employee,” as defined in Section 162(m) of the Code and the Treasury regulations promulgated thereunder, or any successor statute or regulations.

2.12	“Covered Employee Annual Incentive Award” means an Award granted under Article 12 to a Covered Employee.

2.13	“Director” means any individual who is a member of the Board.

2.14	“Effective Date” has the meaning set forth in Section 1.1.

2.15	“Employee” means any employee of the Company or an Affiliate.

2.16	“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.17	“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.

2.18

“Extraordinary Items” means (a) extraordinary, unusual and/or nonrecurring items of gain or loss; (b) gains or losses on the disposition of a business; (c) changes in tax or accounting regulations or laws; or (d) the effect of a merger, acquisition or other business combination, all of which must be identified in the audited financial statements, including footnotes, or the “Management Discussion and Analysis” section of the Company’s annual report to stockholders.

2.19

“FMV” means a price that is based on the opening, closing, actual, high, low or average selling prices of a Share reported on the NYSE or other established stock exchange or market upon which Shares are then listed and/or traded on the applicable date, the preceding trading day, the next succeeding trading day or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, if the Shares are traded over-the-counter at the time a determination of its FMV is made under this Plan, its FMV shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is made under this Plan, the determination of their FMV shall be made by the Committee in such manner as it deems appropriate. Such determination(s) of FMV shall be specified in each Award Document and may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement or payout of an Award.

2.20	“Full Value Award” means an Award other than in the form of an ISO, a NQSO or a SAR, and which is settled by the issuance or other delivery of Shares.

2.21	“Freestanding SAR” means a SAR that is granted under Article 7, independently of any Option.

2.22	“Grant Price” means the price established at the time of grant of a SAR, used to determine whether there is any payment due upon exercise of the SAR.

2.23	“ISO”` means an Award granted under Article 6 to an Employee, designated as a “incentive stock option” and representing an option to purchase Shares that is intended to meet the

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2.24	“Net Income” means the consolidated net income before taxes for the Plan Year, as reported in the Company’s annual report to stockholders or as otherwise reported to stockholders.

2.25	“Nonemployee Director” means a Director who is not an Employee.

2.26	“Nonemployee Director Award” means any NQSO, SAR or Full Value Award granted, whether singly, in combination or in tandem, to a Nonemployee Director pursuant to such applicable terms and conditions as the Board or Committee may establish in accordance with this Plan.

2.27	“NQSO” means an Option that is not an ISO.

2.28	“NYSE” means the New York Stock Exchange.

2.29	“Operating Cash Flow” means cash flow from operating activities as defined in SFAS Number 95, Statement of Cash Flows.

2.30	“Option” means an ISO or a NQSO, in either case that is granted under Article 6.

2.31	“Other Stock-Based Award” means an equity-based or equity-related Award that is granted under Article 10 and is not otherwise described by the terms of this Plan.

2.32	“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.

2.33	“Performance-Based Compensation” means compensation under an Award that satisfies the requirements of Section 162(m) of the Code and the Treasury regulations promulgated thereunder, or any successor statute or regulations, for certain performance-based compensation paid to Covered Employees.

2.34	“Performance Measures” means measures as described in Article 11 on which the performance goals are based and which are approved by the Company’s stockholders in accordance with this Plan in order to qualify Awards as Performance-Based Compensation.

2.35	“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.36	“Performance Share” means an Award granted under Article 9, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.37	“Performance Unit” means an Award granted under Article 9, denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.38	“Period of Restriction” means the period when Restricted Stock or RSUs are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.

2.39	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

2.40	“Plan” has the meaning set forth in Section 1.1.

2.41	“Plan Year” means the calendar year.

2.42	“Replaced Award” has the meaning set forth in Section 18.1.

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2.43	“Replacement Award” has the meaning set forth in Section 18.1.

2.44	“Restricted Stock” means an Award of Shares granted under Article 8.

2.45	“RSU” means an Award, designated as a “restricted stock unit”, granted under Article 8.

2.46	“SAR” means an Award, designated as a stock appreciation right, granted under Article 7.

2.47	“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor act thereto.

2.48	“Service Provider” means any consultant, agent, advisor or independent contractor who renders services to the Company or an Affiliate who (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.

2.49	“Share” means a share of Class A common stock of the Company, $0.01 par value per share.

2.50	“Share Authorization” has the meaning set forth in Section 4.1.

2.51	“Substitute Award” means an Award granted to a holder of an option, stock appreciation right or other award granted by a company that is acquired by the Company or a subsidiary or with which the Company or a subsidiary combines, in assumption of, or in substitution for, such outstanding award previously granted by such company.

2.52	“Tandem SAR” means a SAR that is granted in connection with a related Option pursuant to Article 7, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled).

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(a)	Net earnings or net income (before or after taxes);

(b)	Earnings per share;

(c)	Net sales or revenue growth;

(d)	Net operating profit;

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

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

(g)	Earnings before or after taxes, interest, depreciation and/or amortization, and/or lease payments or other rent obligations;

(h)	Gross or operating margins;

(i)	Productivity ratios;

(j)	Share price (including growth measures and total stockholder return);

(k)	Expense targets;

(l)	Margins;

(m)	Operating efficiency;

(n)	Market share;

(o)	Customer satisfaction;

(p)	Working capital targets; and

(q)	Economic value added or EVA® (i.e., net operating profit after tax minus the sum of capital multiplied by the cost of capital).

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(a)

The Committee may specify in an Award Document that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company and/or Affiliate, violation of material Company and/or Affiliate policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or one or more of its Affiliates.

(b)

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with the U.S. Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.

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(a)	Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(b)	Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

(a)	Determine which Affiliates shall be covered by this Plan;

(b)	Determine which Employees, Directors or Service Providers outside the United States are eligible to participate in this Plan;

(c)	Modify the terms and conditions of any Award granted to Employees, Directors or Service Providers outside the United States to comply with applicable foreign laws;

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