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

FORM 10-K

Commission file No. 1-14371

INFORMATION HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(g) of the Act: None

        Indicate by check mark whether the registrant (1) has filed 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.

        YES o NO ý

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

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

        YES ý NO o

        The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $324,651,000, based upon the June 28, 2002 closing sale price of the common stock of $24.40 as reported by the New York Stock Exchange.

        The number of outstanding shares of Common stock, par value $0.01 of the registrant outstanding as of March 14, 2003 was 21,441,277 shares.

DOCUMENTS INCORPORATED BY REFERENCE

        Items 10, 11, 12 and 13 of Part III are incorporated by reference to the definitive proxy statement relating to the registrant's Annual Meeting of Stockholders for fiscal 2002, which definitive proxy statement will be filed within 120 days of the end of the registrant's fiscal year.

Table of Contents

PART I

Item 1.    Business

Overview

        Information Holdings Inc. (IHI or the Company) is a leading provider of information products, software and services to professional end-users in intellectual property (IP), scientific and information technology (IT) learning markets. Since beginning operations in 1997, IHI has grown revenues substantially, both through acquisitions and internal growth. For the year ended December 31, 2002, the Company had revenues of $141.8 million, an increase of 35% over fiscal 2001, and a net loss of $(13.7) million. During 2002, the Company recorded non-cash, after-tax charges of $24.4 million associated with the impairment in carrying values of certain long-lived assets (the Impairment Charges). EBITDA (earnings before interest, taxes, depreciation and amortization), excluding the Impairment Charges, was $36.4 million in fiscal 2002, an increase of 15% over EBITDA in fiscal 2001.

        On February 28, 2003 the Company announced that it reached an agreement to sell its scientific and technical information segment for cash consideration of approximately $95 million. The sale of this segment, which includes the assets of CRC Press and its subsidiaries, is expected to be completed during the second quarter of 2003.

        The Company's Intellectual Property (IP) Group provides a broad array of databases, information products, software and complementary services for IP and regulatory professionals. The IP Group is comprised of three primary business units: MicroPatent, Master Data Center (MDC) and Liquent. MicroPatent, acquired in 1997, is a leading provider of patent and trademark information to IP professionals in corporate and legal markets. MDC, acquired in 1999, provides specialized services and software that enable customers to manage IP portfolios. Liquent, which represents the combination of IDRAC (acquired March 2001) and Liquent (acquired December 2001), provides content assembly, publishing and IP information solutions, primarily to regulatory professionals in the life sciences industry. The Company also has a small IP licensing unit operating as LPS Group. The IP Group provided approximately 55% of IHI's consolidated revenues in fiscal 2002.

        The Company's scientific and technical information segment is comprised of CRC Press and its subsidiaries (CRC). CRC, acquired in 1997, provides information products to professionals in scientific, technical and medical (STM) markets. CRC has acquired several businesses and product lines and provides reference products under imprints including CRC Press, Parthenon Press, Chapman & Hall/CRC, Lewis Publishers, Food Chemical News, Auerbach and St. Lucie Press. CRC Press has significant proprietary content, including a library of approximately 6,000 previously published titles, which generate substantial recurring demand. The scientific and technical information businesses provided 37% of IHI's consolidated revenues in fiscal 2002.

        In November 2000, the Company entered the IT learning market with the acquisition of the assets of Transcender Corporation (Transcender). Transcender provides IT certification test-preparation products, including exam simulations for certifications from major hardware and software providers. Transcender is a leading online provider of test-preparation products for IT professionals, corporations, learning centers and universities. IT learning revenues provided 8% of the Company's consolidated revenues in fiscal 2002.

        See Note 15 of the Notes to Consolidated Financial Statements for additional business segment information.

        The Company's financial information, including the information contained in this report filed on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to the above mentioned reports may be viewed on the Internet at www.informationholdings.com. Copies are also available, without charge, from the Company. Alternatively, reports filed with the Securities and

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Exchange Commission (the SEC) may be viewed or obtained at the SEC Public Reference Room in Washington, D.C., or at the SEC's Internet site at www.sec.gov.

Markets

Intellectual Property

        The Company provides products and services in several areas within the IP market, including patent and trademark information, patent and trademark management services and regulatory and IP information solutions for drugs and biologics. These markets are difficult to quantify with precision because of a lack of third party market information, free services from governmental authorities and the level of services performed "in-house" by corporations and law firms. The Company believes that IP markets in general are large, dynamic and growing. Growth will continue to be fueled by increasing awareness of intellectual property as a corporate asset, greater enforcement of intellectual property rights on a worldwide basis, increasing intellectual property filings and an increasing pace of innovation.

        The Company estimates that current annual revenue in the market for search and retrieval of patent information is more than $350 million. This market includes primary information, which is the actual full text and images of patent documents, and secondary information, which consists of abstracts and indexes of patent information. While the market for secondary information is the larger component of the patent information market, the Company believes that the primary information market is growing at a faster rate than the market for secondary information. Historically, patent information was researched using secondary information providers due to the complexity of finding and reviewing lengthy and complicated patent documents from diverse sources. In recent years, however, the primary information market has experienced strong growth based on the development of technologies that enable storage, searching and high value-added analytical review. The Company has recently released a new product, MicroPatent's Patent Index Database, to compete more directly in the secondary information market. Management believes that the Company is the largest commercial provider of primary patent information and related services on a worldwide basis.

        The Company estimates that current annual revenue in the market for outsourced patent and trademark management services approximates $100 million. The market is primarily comprised of license revenues generated for IP portfolio management software and revenues generated from payment services. This excludes the potential market associated with organizations that perform these functions "in-house". Consistent market growth has been fueled by the increasing number of active patents and trademarks, increasing complexity associated with managing IP portfolios, greater interest in maintaining and enforcing IP rights and increasing levels of outsourcing to firms with industry expertise, such as MDC. The market is currently fragmented, and management believes that MDC is the leading provider of patent and trademark management services in the U.S. market.

        The Company believes that an opportunity exists in the overall IP market for enterprise-wide workflow solutions that will enable major corporate users to conduct IP research and analysis, manage IP portfolios and support decision making within the R&D, IP management, licensing, legal, market research, competitive intelligence and business development areas. The Company believes that such opportunities will serve to increase the size of addressable IP markets. The Company currently has an intellectual property asset management solution (IAM) in development, combining the information and analytics of its MicroPatent unit and MDC's management software.

        The Company estimates that current annual revenue in the market for outsourced content assembly, publishing, and regulatory and IP information solutions in the life science industry approximates $50-100 million. This excludes the potential market associated with organizations that perform these functions "in-house". The Company believes that Liquent is the largest worldwide provider of such solutions, both with respect to content assembly and publishing software and

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regulatory databases. The following factors are expected to lead to strong growth in the primary market for Liquent's products:

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Significant levels of research and development spending by companies in the life sciences industry;



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Life science company needs for products that increase the efficiency of technical documentation, enable re-use of information throughout an enterprise and reduce "time-to-market" for new products;



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Regulatory initiatives that will require electronic submissions of document-intensive filings, such as new drug applications; and



•

Technological advancements enabling higher levels of electronic document management and integration with other systems.

        Liquent's products are also useful in additional document-intensive markets for assembly and publishing of items such as technical manuals, bids, proposals and marketing materials, as well as archival and storage of intellectual property through XML solutions. Liquent reaches these markets primarily through reseller arrangements.

Scientific and Technical Information

        The Company provides information products in selected niches of the professional information market. These products generally fall into the STM areas, a market estimated to exceed $7 billion according to the annual Veronis Suhler Communications Industry Forecast. The expected completion of the sale of CRC Press in the second quarter of 2003 will mark the Company's exit from the traditional STM publishing market.

        The professional market has hundreds of niche information areas and individual titles are generally unique. As a result, there is often little competition for specific titles. CRC Press targets end-users, mostly professionals, with high-end, specialized information products. CRC Press' information products are focused in areas with significant numbers of end-users, such as chemists, engineers, mathematicians, physicians, technology professionals and environmental scientists. These end-users are generally not price sensitive due to the critical nature of the information. Historically, the market has been geared toward print products, including books, journals and newsletters, with electronic products increasing in significance in recent years.

IT Learning

        The Company sells products within a component of the multi-billion dollar IT certification/test-preparation market. Transcender competes in the test-preparation market, which the Company currently estimates has revenue of $0.5-$1.0 billion annually. Within this segment, there is further segmentation between instructor-led certification training (ILT), video training products, print-based exam preparation products and electronic exam simulation products. The Company believes Transcender is the market leader in electronic exam simulation products and it has recently entered the CD-based video training segment.

        The certification market is generally fueled by the number of IT professionals and the number of certification exams. As of February 2003, Microsoft estimated that there were 1.4 million professionals certified in Microsoft products. The Company believes there are over 2 million certified IT professionals overall. The largest sponsors of IT certifications are Microsoft, Cisco, Novell and CompTIA.

        In the past two years, the general IT markets have been negatively impacted by overall economic conditions and reduced corporate spending levels. While Transcender believes this has had the most

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impact on the ILT segment of the market, it has had a clear impact on volumes of the electronic exam simulation market, resulting in reduced revenue levels at Transcender. The certification market has also been impacted by unfavorable product cycles. Specifically, there have been no major product releases entailing significant certifications since Windows 2000. However, the roll-out of Microsoft's.NET certification series during 2003 is expected to have a positive impact on the market. In the long-term, Transcender continues to anticipate growth in the IT certification market based on several factors, including continual advances in technology, growth in IT employment levels, increases in technology-based corporate training, growth in the number of certifications, re-certifications and multiple certifications and insufficient college-level training.

Products

IP Products and Services

        The Company's IP Group operates through three primary businesses that provide patent and trademark information products; IP management services; and content assembly, regulatory and IP solutions. The IP Group in total provided 55% of consolidated revenues in 2002.

Patent and Trademark Information Services

        With over 36 million patent documents in digital format and unique, proprietary, state-of-the-art searching and analytical software, the Company believes it offers the most comprehensive primary patent information service in the world for both document images and searchable full text. The Company also provides a trademark search service that enables users to search U.S. federal, U.S. state, domain name, common law and foreign trademarks over the Internet. Information assets are supported by sophisticated search software and tools that facilitate the research, analysis, and management of patent information. The primary product offerings in this area are Internet-based searching and document downloading products, sold on either a subscription or pay-per-use basis. There are also customized database and technology applications for major corporations. The patent collection includes all patents ever issued by the United States Patent and Trademark Office (USPTO), the European Patent Office (EPO) and the World Intellectual Property Organization (WIPO), as well as a significant collection of patents from Japan and numerous individual countries in Europe.

        In addition to its core primary patent products, PatentWeb and Aureka, the Company recently launched the MicroPatent Patent Index Database (MPI), which it believes to be the most timely and comprehensive bibliographic database available. MPI contains bibliographic data from 72 countries and patent authorities, with records dating back to 1920 or earlier. The product is designed as a timely, cost-effective alternative to traditional abstracting and indexing services.

        Patent documents and patent file histories are also sold in paper and electronic formats. Selected IP data is also sold to Reed Elsevier, a major information and publishing company, with such information being made available to its online customers in the legal market. The Company also offers professional patent searching services to customers that do not have the in-house expertise to conduct a patent search. Patent and trademark information services provided 19% of consolidated revenues in 2002.

IP Management Services

        The Company's MDC business provides a service that organizes and assists owners of intellectual property, including corporate and legal clients, with the payments of patent annuities and trademark renewals on a worldwide basis. Due to the fact that the rules for filing and maintaining patents and trademarks are fairly complex and vary among the various regulatory authorities around the world, owners of IP in domestic and foreign markets, including many major corporations and law firms, use service providers to track filing and payment requirements and to make these payments on their behalf.

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The majority of MDC's revenues come from this service. The service is priced on a per payment basis, with cash received from customers in advance of applicable payment dates. MDC currently processes approximately 330,000 annual payments on behalf of its clients. The service is supported by a proprietary database that includes the current rules for filing and maintenance of patents and trademarks in every major patent jurisdiction in the world.

        In addition, MDC licenses management software in the corporate and legal markets that enables customers to manage, track and report on their intellectual property portfolios. The current primary software product, IP Master, will facilitate integration into the Company's enterprise-wide IAM solution. MDC also provides supplemental services including training, legacy data conversions and software customizations. IP management services provided 9% of consolidated revenues in 2002.

Content Assembly, Regulatory and IP Information Solutions

        The Company's Liquent unit provides products that generally fall into two categories: software solutions and related services that enable users throughout an enterprise to collaborate in the authoring, compilation, distribution, publishing and reuse of information; and database services that provide related information on regulatory guidelines in major pharmaceutical markets worldwide. Liquent's products are used in the life sciences industry and, most predominantly, in large pharmaceutical, biotechnology and contract research organizations.

        The most typical software application is related to the process for preparing and filing new drug applications and biologics licensing applications. The Company's primary software product, CoreDossier, is designed to meet the pre-approval and compliance needs of life science organizations in the process of preparing and filing new drug applications and biologics licensing applications. These regulatory dossiers are complex documents, typically running in excess of 200,000 pages, including legacy documents, spreadsheets, charts, photos, graphs, audio and video files and more. CoreDossier assembles and publishes information from over 150 different native formats. The product improves publication and submission quality with varied output options to regulatory authorities, contract research organizations, vendors and other stakeholders. CoreDossier publishes active and archived documents to standard formats such as paper, web portals, PDF, TIFF and industry-specific standards. The next generation rendering engine for CoreDossier has already been built and is being sold as a stand-alone product called Xtent. Xtent is content middleware that will convert over 150 different native formats into XML. The Xtent technology will be a core component of Liquent's next generation software product, Insight. Insight is a major product development expected to be completed during the second half of 2003. This product will be suitable for use on an enterprise-wide basis and will enable life science businesses to comply with new regulatory initiatives being enacted in 2003 and 2004. Software products are typically licensed to customers, with paid annual maintenance provided as an annual subscription.

        Liquent also offers a full suite of consulting and outsourcing resources for our life science customers. Services include implementation consulting and customization of software solutions, education and end-user training, technical support and comprehensive services to prepare and publish large compound documents on an outsourced basis. Consulting services are generally priced on a time and materials basis, with certain outsourcing services priced on a fixed fee basis. The process of registering a new therapeutic drug is highly complex and varies between jurisdictions worldwide. Liquent's database service provides the rules and regulations for registering new drugs in 30 different jurisdictions worldwide. The product is sold on an annual subscription basis, most commonly accessed via the Internet.

        Content assembly and related products provided 25% of consolidated revenues in 2002.

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Scientific and Technical Information

        CRC's products and services can be segmented in three general categories: Reference Products, Subscription Services and Parthenon Medical Communications. Revenues from this segment provided 37% of consolidated revenues in 2002.

Reference Products—Book Publishing

        The majority of revenues in the scientific and technology information segment are derived from reference product publishing. CRC publications have well-established positions in several niche STM markets. Many individual products are the top-selling titles in their respective sectors. CRC's high-end, specialized information is aimed at professional end-users and focuses primarily in the following areas:

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Life science (biology, neurology, pathology, forensics, food science, marine science);



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Hard sciences (chemistry, physics, mathematics, statistics, engineering);



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Clinical medicine (women's health, dermatology); and



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Environmental sciences.

        CRC Press' reference products are generally technical in nature with a practitioner-oriented approach. By targeting professional end-users with a need for high-end information products, CRC is able to achieve premium pricing for its products. Sales tend to be weighted toward the first two years following release and a typical book sells over a four-to-five year period in total. CRC Press has titles that sell for longer periods, as well as titles that have annual editions.

        CRC Press has an extensive backlist of over 6,000 titles, which generates substantial recurring demand. Approximately two-thirds of reference product sales are derived from backlist sales. The Company published 365 new titles in 2002. The Company has strong market positions in chemistry, mathematics, statistics, engineering and environmental science.

Subscription Services

        CRC Press offers subscription-based products including journals, newsletters, information technology products and electronic database products. Journals are published under the CRC Press and Parthenon Press names; newsletters are produced by CRC Press' FCN (Food Chemical News) unit; information technology products are sold under the Auerbach imprint; and electronic database products are provided under CRC Press and Chapman & Hall/CRC. Database products are focused in areas where CRC has significant proprietary content such as chemistry and engineering.

Medical Communications

        CRC's Parthenon Press unit provides products and services to pharmaceutical companies to assist in the dissemination of information about a particular drug or therapeutic area. Specific products include education materials; organizational services for meetings and symposia; specialized publishing materials such as medical atlases, writing of scientific manuscripts and abstracts; and training and development programs.

IT Learning

        The Company's Transcender unit provides information products to prepare IT professionals for certification exams. Transcender believes it provides the most sophisticated and realistic exam simulations on the market. The Company's core products fall in the TranscenderCert series of exam simulations. This platform provides realistic questions, detailed answer explanations, documentation references, score reporting, a custom exam feature, a random exam feature, a computer adaptive

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testing feature and online assistance. TranscenderCert products are accompanied by TranscenderFlash products, which are quiz-format review products to assess basic knowledge. The Cert products are also sold in various bundled packages and on a site license basis to corporations. Transcender recently began releasing a series of CD-based video certification products, the TransTrainer series. Designed to complement the Cert and Flash products, the CD products provide concise, step-by-step introductory explanations of exam topics with on screen demonstrations and examples.

        The Company currently offers 69 Cert products at individual prices ranging from $59-$239. There are also 33 bundled packages available that range in price from $99 to approximately $4,000. There are currently seven TransTrainer products available at $89-$129 each, with multiple additional CDs currently in development.

Customers

Intellectual Property

        The Company's IP products and services are sold primarily to major corporations and law firms in the IP market. The Company has long-standing relationships with a significant number of customers and its subscription-based IP products have renewal rates of 90-100%. Customers include corporations in all major industries, with a particular concentration in the chemical, pharmaceutical, technology, manufacturing and packaged goods areas. In addition to the corporate customer base, customers include the majority of the major intellectual property law firms in the U.S. The Company has more than 200 IP customers contributing over $50,000 in revenue per annum, although no individual customer provides a significant percentage of revenue. Major customers in the IP Group include Philips Electronics, Novartis, Procter & Gamble, Pfizer, Exxon/Mobil, Eli Lilly, DuPont, 3M, Ford, Motorola, GlaxoSmithKline, Hewlett Packard, Dow Chemical, Johnson & Johnson, General Motors, Bristol-Myers Squibb, Aventis, General Electric, Eastman Kodak, AstraZeneca, Corning, Hitachi, Kimberly-Clark and Nokia. Within the life science industry, the Company currently has 18 of the top 20 pharmaceutical companies as customers. In addition to direct sales to major corporations and law firms, selected IP products are sold to third parties for resale within non-core markets.

Scientific and Technical Information

        Customers in this area are primarily professional end-users, including chemists, mathematicians, engineers, biologists, physicians and information technology professionals. These customers are primarily based in corporations, with additional sales being made to individuals in academic settings, such as research institutions. The Company maintains extensive in-house lists of professionals and academics in the fields and niches in which it publishes. The Company also sells products to virtually all major distributors that serve the STM and broader markets. Significant wholesale and retail customers include Amazon.com, Barnes & Noble, Ingram, Baker & Taylor and J.A. Majors.

IT Learning

        Transcender products are sold to IT professionals in self-study programs, instructor-led training courses, colleges and universities, and in corporations with large IT staffing levels. In addition to individuals, customers for the Company's products include training companies, universities and large corporations. Approximately 63% of Transcender's revenues in 2002 were derived from sales to individual IT professionals, with 37% derived from organizational sales. No individual customer provides a significant percentage of revenues.

Sales, Marketing and Distribution

        IP products and services are sold primarily through an in-house sales force with offices in the United States and Europe. The Company has dedicated sales personnel for patent and trademark

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information products, patent and trademark management services and regulatory and IP information solutions. Prospects are identified through referrals from existing customers, referrals from patent and trademark offices, leads from trade shows and information requests from sources such as the Internet. Additional international sales are made through a network of distributors in Japan and elsewhere. The Company also sells information products and licenses software products to distributors in the U.S. that resell products outside of core markets, on both a private label and branded basis. At December 31, 2002, the IP Group had a total of 67 employees in sales and marketing, including 47 in the U.S. and 20 in Europe.

        Scientific and technical products are sold primarily through direct response marketing. The Company has an in-house creative services and direct marketing group which designs, manages, and produces direct mail campaigns and other promotional support programs. There is also a small, well-experienced sales force for professional book sales to academic and specialty bookstores, wholesalers, catalogers and associations, as well as sales of site licenses to corporations and academic institutions. The scientific and technical information sales and marketing group has 40 employees, based primarily in the U.S. In addition to direct sales, the Company uses 17 non-exclusive distributors for sales in selected regions outside North America.

        The Company sells IT learning products primarily through direct response marketing, advertising in trade publications, Internet promotions and customer referrals. The Company also has a small in-house sales force for sales to organizations and corporations. Transcender has a total of 19 employees in sales and marketing, all based in the U.S.

Competition

Patent and Trademark Information

        The Company believes it is the largest commercial provider of primary patent information. Competition in this area comes primarily from patent and trademark offices, particularly the USPTO and the EPO. Both offer useful, low-end patent services, primarily geared toward academic users. Patent office products tend to be most useful for those trying to obtain a specific patent, but are generally less useful for research and high-end corporate and legal applications. Traditional secondary information providers include Derwent Information, a unit of the Thomson Corporation (Thomson), and the Chemical Abstract Service (CAS) of the American Chemical Society. These companies have significant revenues in abstracting and indexing services, but were not historically major factors in the primary information sector. Thomson has recently acquired Delphion, which provides primary patent information over the Internet. The major providers of full-search trademark services are Thomson & Thomson, a unit of Thomson, and CCH Corsearch, a unit of Wolters Kluwer.

IP Management Services

        The Company believes it is the largest provider of patent annuity and trademark renewal payment services in the United States. Computer Packages, Inc. is the only significant competitor in the U.S. Computer Patent Annuities (CPA) is the leading provider of payment services in Europe, followed by Dennemeyer. The Company also believes it is the leading provider of IP management software in the U.S. This market is relatively small and fragmented.

Content Assembly, Regulatory and IP Solutions

        Software solutions in this area face competition from systems developed in-house by large pharmaceutical companies. There is also direct competition from software vendors, including CDC Solutions in Europe, and indirect competition from third-party system integrators that have formed partnerships with competing software vendors. Information solutions in this area face competition primarily from government web sites, including the site maintained by the U.S. Food and Drug Administration.

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Scientific and Technical Information

        This market is very large with numerous competitors. While there is competition for sales in a given area or niche, products are generally unique titles sold on an individual basis. The Company also competes for the signing of significant authors. Primary competitors in this area include John Wiley, McGraw-Hill, Reed Elsevier, Blackwell Scientific and Taylor & Francis. These competitors are larger and have greater resources than the Company.

IT Learning

        Direct competitors in the IT certification test-preparation market include Self Test Software and Measure Up, businesses smaller than Transcender that provide Internet and CD-ROM certification training materials. Indirect competitors include ILT organizations, print-based test preparation companies such as Coriolis and broad-based IT training businesses such as SkillSoft, NetG and DigitalThink. Certain of these businesses are larger than Transcender, but are not primarily focused on certification test-preparation. While ILT organizations provide a form of indirect competition, several are customers that supplement instructor training with Transcender products. The industry overall is large and fragmented.

Foreign Operations and Export Sales

        Outside of the United States, the Company has operations based in the United Kingdom and France. The IP Group has offices in the U.K., primarily related to sales and marketing functions, in addition to the European headquarters of Liquent in Paris. The Parthenon Press unit of CRC Press is based in the U.K. and CRC maintains an office in the London area that includes both sales staff and certain editorial employees. Export sales, based on customer location, represented approximately 28% of consolidated revenues for the year ended December 31, 2002, which includes an estimate of IP and IT information delivered over the Internet to recipients outside the U.S.

Intellectual Property

        The Company regards its trademarks, copyrights, domain names, trade secrets and similar intellectual property as valuable assets and relies upon trademark and copyright laws, as well as confidentiality agreements with employees and others, to protect its rights. The Company pursues the registration of material trademarks and copyrights in the U.S. and, depending upon use, in some other countries. The Company believes it owns or licenses all intellectual property rights necessary to conduct its business. To the best of the management's knowledge, there are no threatened or pending legal proceedings or claims related to intellectual property that are likely to have, individually or in the aggregate, a material adverse effect on the Company's business, financial condition or results of operations.

Environmental Matters

        The Company believes its operations are in compliance with all applicable foreign, federal, state and local environmental laws, as well as all laws and regulations relating to worker health and safety.

Employees and Labor Relations

        As of December 31, 2002, the Company had 723 employees, consisting of 591 employees in the United States and 132 employees based in England and France. No employees are covered by collective bargaining agreements with labor unions. The Company believes that relations with its employees are good.

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Item 2.    Properties

        The Company leases its corporate headquarters, which is located in Stamford, Connecticut, and leases additional office space for its primary domestic operating units in East Haven, Connecticut; Boca Raton, Florida; New York, New York; Southfield, Michigan; Nashville, Tennessee; Cupertino, California; and in Fort Washington, Pennsylvania. The Company also leases office space in several locations related to its European operations in England, including London, Bagshot and Putney, as well as office space in Paris, France. The Company leases warehouse space in Nashville, Tennessee for use by its Transcender unit and Lancaster, England for use by its CRC Press unit. The Company also contracts with third parties for warehousing and distribution services in Troy, Missouri and Andover, England for use by its CRC Press unit. The Company does not own any real property. The Company believes that its properties, taken as a whole, are in good operating condition and are suitable and adequate for current business operations, and that suitable additional or alternative space will be available at commercially reasonable terms for future expansion.

Item 3.    Legal Proceedings

        On December 5, 2002 Venturetek, L.P., Richard Elkin, Antoine Bernheim, Stacy Bernheim and Genstar, Ltd., derivatively as shareholders of Rand Publishing Co., Inc. ("Rand") and individually, on their own behalf (the "Plaintiffs") filed a complaint in the Supreme Court of the State of New York against IHI (the "IHI Action"). The complaint alleges that IHI's predecessor, Information Ventures LLC, fraudulently acquired assets or businesses, including businesses acquired prior to the Company's initial public offering in August 1998, that were corporate opportunities of Rand. The complaint also alleges that IHI's taking of the assets or businesses constitutes a "conversion." The Plaintiffs request that all of the IHI shares and options be held in constructive trust for the benefit of the Plaintiffs. The Plaintiffs also seek damages in an amount of approximately $750 million. IHI believes that each of the claims in the complaint is without merit and filed a motion to dismiss the complaint on February 14, 2003. IHI's motion to dismiss states that the complaint fails to state a cause of action against IHI and, even if it does, the claims are barred under the applicable statutes of limitation or on account of the Plaintiffs' laches.

        The Company's President and Chief Executive Officer, Mason P. Slaine, and Michael E. Danziger, a member of the Company's board of directors, are named as defendants in a related action entitled Venturetek, L.P., et al. v. Rand Publishing Co., Inc., et al., also currently pending in the Supreme Court of the State of New York (the "Rand Action"). As in the IHI Action, the Plaintiffs in the Rand Action, proceeding derivatively on behalf of Rand, allege that certain assets or businesses acquired by IHI, including businesses acquired prior to the Company's initial public offering in August 1998, were corporate opportunities usurped from Rand. Plaintiffs allege that Slaine and Danziger breached fiduciary duties allegedly owing to Rand by allowing IHI's predecessor, Information Ventures LLC, to acquire those businesses. Plaintiffs seek, among other remedies, the imposition of a constructive trust over Slaine's and Danziger's shares of IHI as well as compensatory damages against Slaine and Danziger in an amount alleged to be in excess of $150 million.

        From time to time, the Company is a party to other lawsuits and administrative proceedings that arise in the conduct of its business. While the outcome of these lawsuits and proceedings cannot be predicted with certainty, management believes that, if adversely determined, the lawsuits and proceedings, either singularly or in the aggregate, would not have a material adverse effect on the financial condition, results of operations, or net cash flows of the Company.

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

        No matters were submitted to a vote of security holders during the fourth quarter of 2002.

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PART II

Item 5.    Market for the Registrant's Common Equity and Related Stockholder Matters

        The Company's common stock is listed on the New York Stock Exchange (NYSE) under the symbol "IHI". As of March 14, 2003, there were approximately 2,424 holders of the Company's common stock comprised of 24 record holders and approximately 2,400 beneficial holders. The following table reflects the high and low closing sales prices of the Company's common stock as reported by the NYSE, for the periods indicated.

Dividend Policy

        The Company has never paid a dividend on its common stock and does not anticipate paying any dividends on its common stock in the foreseeable future. The current policy of the Company's Board of Directors is to retain earnings to finance the operations and expansion of the Company's business. Prior to its termination in March 2003, the Company's Credit Facility restricted the ability of the Company to pay dividends.

Changes in Securities and Use of Proceeds

        The following report relates to the Company's secondary public stock offering:

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Item 6.    Selected Financial Data

        The selected historical financial data of the Company as of and for each of the five years in the period ended December 31, 2002 have been derived from their respective audited financial statements. All acquisitions by the Company were accounted for using the purchase method of accounting. The Company acquired Chapman & Hall on August 19, 1998, Optipat on January 7, 1999, Faxpat on July 19, 1999, Master Data Center on August 12, 1999, Corporate Intelligence on September 1, 1999, Transcender on November 6, 2000, IDRAC on March 29, 2001, Parthenon on May 15, 2001, Liquent on December 20, 2001 and Aurigin on May 9, 2002. The results of operations of these businesses are included in the Company's results from their respective dates of acquisition. On February 28, 2003, the Company announced that it had reached a definitive agreement to sell its scientific and technical information segment. See Note 18 of the Notes to Consolidated Financial Statements. The selected historical financial data should be read in conjunction with, and is qualified by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and notes thereto included elsewhere in this Form 10-K.

(Footnotes on following page)

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(Footnotes from preceding page)

(1)

In fiscal 2001, in conjunction with the acquisitions of IDRAC and Liquent, the Company was required by purchase accounting to reflect the revaluation of acquired deferred revenues based on the cost to fulfill. This revaluation is a non-cash adjustment, which reduced revenue in the year following the acquisitions. The adjustment reduced revenues by $1,000 and therefore reduced operating income by $1,000 for the year ended December 31, 2001, and reduced revenues by $1,500 and therefore reduced operating income by $1,500 for the year ended December 31, 2002.

(2)

During 2000, the Company formed an alliance with Intellectual Property Technology Exchange, Inc. (Techex) to jointly develop and market products to address the online needs of the technology licensing industry. Operating expenses for the years ended December 31, 2000, 2001 and 2002 include impairments in the value of the Company's investment in Techex of $1,500, $400 and $95 respectively. During 2001, the Company acquired a minority interest in GSI Office Management Gmbh, a provider of IP software systems based in Germany. During 2002, the Company recorded and impairment charge of $3,063 reflecting the full value of its investment in GSI. During 2002, the Company recorded an impairment charge of approximately $36,200 related to the carrying value of goodwill and other intangible assets in its Transcender business. Transcender's operating results have been adversely impacted by difficult market conditions in the information technology market and unfavorable product release cycles in its IT certification niche.

(3)

Prior to the Company's initial public offering, in August 1998, the Company was a limited liability company and, accordingly, was not subject to U.S. federal or certain state income taxes. Subsequent to the initial public offering, the Company incurred a nominal income tax provision due to the full reversal of deferred tax valuation allowances deemed as no longer required. For the years subsequent to 1998 the Company was fully taxable.

(4)

No historical earnings per share or share data are presented for years prior to fiscal 1999, as the Company does not consider such historical data meaningful. The pro forma earnings per share for the year ended December 31, 1998 was computed using 16,943,189 shares outstanding, which reflects all shares outstanding following the initial public offering, as if such shares were outstanding since January 1, 1998.

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

        The following discussion and analysis should be read in conjunction with the financial statements and notes thereto and the other financial information appearing elsewhere in this Form 10-K. Unless otherwise stated in this Form 10-K, references to the years 2002, 2001, and 2000 relate to the fiscal years ended December 31, 2002, 2001, and 2000, respectively.

Impact of Acquisitions and Divestitures

        A key component of the Company's historical growth has been to pursue acquisitions where opportunities exist to internally grow the acquired companies' revenues and increase profitability through operating efficiencies. Since beginning operations in January 1997, the Company has completed 14 significant acquisitions, including eight in the intellectual property segment (IP), five in scientific and technology information segment (STI) and one in the information technology learning segment (ITL), as well as some minor acquisitions that are not otherwise disclosed herein.

        On February 28, 2003, the Company announced that it reached a definitive agreement to sell the businesses comprising its scientific and technology information segment for cash consideration of approximately $95 million. The Company expects the transaction to be completed during the second

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quarter of 2003. During 2002, the segment recorded revenues of $52.1 million and operating income of $6.9 million. During 2003, the segment will be recorded as discontinued operations.

        The Company may seek additional acquisitions that will further the Company's growth and operating strategies. If the Company acquires additional businesses, its sales mix, market focus, cost structure and operating leverage may change significantly. Consequently, the Company's historical and future results of operations reflect and will reflect the impact of acquisitions, and period-to-period comparisons may not be meaningful in some respects. Historical information for companies subsequent to their acquisition may include integration and other costs that are not expected to continue in the future.

Results of Operations

Fiscal year 2002 vs. 2001

Summary

        Revenues increased $36.5 million, or 35%, to $141.8 million from $105.3 million. The increase in revenues is due to growth in the IP and STI segments, partially offset by declines in the ITL segment, as further detailed in the segment analysis below. Gross profits increased by $21.1 million, or 27%, with gross profit margins declining to 70.4% in 2002 from 74.7% in 2001. The decrease in gross margins is due primarily to the inclusion of Liquent in 2002, which has lower gross margins than existing units, and decreased contributions from the ITL segment. Selling, general and administrative expenses (SG&A) increased $17.1 million, or 34%, while remaining relatively constant as a percentage of revenues. As a percentage of revenue, SG&A increased in the IP segment, as a result of the Liquent acquisition, and in the ITL segment, based on a decline in revenues. SG&A decreased as a percentage of revenue in the STI segment based on increased efficiency levels. Depreciation and amortization decreased by $1.8 million, or 10%, with a reduction of $5.0 million associated with goodwill no longer being amortized based on the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, partially offset by increased amortization in the IP segment, primarily related to intangible assets of acquired businesses.

        During 2002, the Company recorded impairment charges related to the carrying value of certain long-lived assets. The most significant charge related to an impairment of $36.2 million in the carrying value of intangible assets in the Company's ITL segment. Operating results in this segment have been adversely impacted by difficult market conditions and unfavorable product release cycles in the IT market. An additional impairment charge of $3.1 million was recorded reflecting the full carrying value of the Company's minority ownership interest in a European software business. After consideration of these impairment charges, the Company incurred a loss from operations of $(23.4) million in 2002, compared to income from operations of $9.7 million in 2001. Excluding impairment charges, income from operations increased $5.9 million, or 59%, to $16.0 million in 2002 from $10.1 million in 2001. Net interest income decreased $3.0 million, or 87%, based on the use of cash and investments for acquisitions in 2001 and 2002 and lower interest rates earned on invested funds. The Company recorded a benefit for income taxes of $(9.2) million in 2002, compared to a provision for income tax of $5.3 million in 2001. (Benefit from) provision for income taxes as a percentage of (Loss) income before income taxes approximated 40% in both 2002 and 2001. The effective tax rate differs from statutory rates primarily as a result of state and local income taxes and the impact of amortization of intangible assets that is not deductible for tax purposes.

        The Company evaluates the performance of its segments based primarily on revenues and EBITDA. The Company believes that EBITDA is the most useful measure of segment earnings because it more closely approximates the cash generating ability of the segments compared to (loss) income from operations. (Loss) income from operations includes charges for depreciation and amortization, the majority of which relate to amortization of intangible assets. The Company generally

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does not incur capital expenditures to replace intangible assets within existing operations. A reconciliation of segment EBITDA to (loss) income from operations is presented in Note 15 of the Notes to Consolidated Financial Statements.

Segment Review

IP Group

        Revenues increased $36.4 million, or 88%, to $78.0 million in 2002 from $41.6 million in 2001. The increase includes an increase in revenues of $29.6 million at Liquent, based on the acquisition of Liquent in December 2001 and an increase in revenues at IDRAC, which was acquired in March 2001 and subsequently combined with Liquent. The strongest areas of revenue growth in 2002 included: revenues from patent information subscriptions at MicroPatent, both as a result of the acquisition of Aurigin in May 2002 and strong growth in core subscriptions; IP management services at MDC; and IP licensing revenues at LPS Group. These revenue increases were partly offset by a decline in variable demand patent revenues, such as patent document downloads.

        Income from operations increased $4.4 million, or 74%, to $10.3 million in 2002 from $5.9 million in 2001, including an increase of $3.4 million at Liquent. Income from operations decreased slightly at MDC, with increases from strong revenue growth, relatively stable operating expenses and decreased amortization of intangible assets (based on the adoption of SFAS No. 142) being offset by an impairment charge related to the Company's investment in GSI. Income from operations increased at the LPS Group due to revenues from IP licensing, decreased operating expenses and a decrease in impairment charges related to the Company's investment in Techex. Income from operations declined at MicroPatent due primarily to integration costs related to the acquisition of Aurigin and costs incurred on product development initiatives. EBITDA, excluding impairment charges recorded in 2002 and 2001, increased $8.5 million, or 54%, to $24.3 million in 2002 from $15.8 million in 2001, including an increase of $5.5 million at Liquent. EBITDA margins, excluding impairment charges, approximated 31% in 2002, compared to 38% in 2001. The most significant factor in the decrease was the acquisition of Liquent, which has lower EBITDA margins than the Company's existing IP businesses.

STI

        Revenues increased $9.6 million, or 23%, to $52.0 million in 2002 from $42.4 million in 2001. The increase includes an increase in revenues of $5.6 million related to Parthenon Press, which was acquired in May 2001, based on the impact of a full year of ownership and strong growth in its medical communications business. The segment also generated strong growth from reference book sales on a worldwide basis, primarily based on increased sales volume.

        Income from operations increased $3.8 million, or 125%, to $6.9 million in 2002 from $3.1 million in 2001. The 2001 results included charges of approximately $0.7 million related to the disposal of certain direct marketing materials. While cost of sales in the segment increased as a percentage of revenue, due primarily to product mix, operating expenses increased at a much slower rate than revenue growth as a result of cost containment initiatives and increased efficiency levels in book publishing operations. EBITDA increased $4.9 million, or 57%, to $13.4 million in 2002 from $8.5 million in 2001. EBITDA margins approximated 26% in 2002, compared to 20% in 2001.

ITL

        Revenues decreased $9.5 million, or 45%, to $11.8 million in 2002 from $21.3 million in 2001. Revenues in this segment have been adversely impacted by difficult market conditions in the IT market overall and unfavorable product release cycles in the IT certification area in particular.

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        (Loss) income from operations in this segment decreased $39.9 million to $(36.1) million in 2002 from $3.8 million in 2001. The decrease includes an impairment charge of $36.2 million in 2002. The remaining decrease of $3.7 million is due primarily to the revenue decrease. The business has few costs and expenses that are variable relative to revenue, with decreased revenues having a significant impact on operating income. Operating expenses were reduced in this segment by approximately $2.0 million, or 20%. Depreciation and amortization decreased by $3.6 million due primarily to the adoption of SFAS No. 142. Excluding impairment charges, EBITDA in this segment decreased $7.2 million, or 69%, to $3.2 million in 2002 from $10.4 million in 2001.

Fiscal year 2001 vs. 2000

Summary

        Revenues increased $32.0 million, or 44%, to $105.3 million from $73.3 million. The increase in revenues is due primarily to strong results associated with IT learning products, as a result of the acquisition of Transcender in November 2000. Revenues also increased in the IP and STI segments, both as a result of acquisitions and internal growth of core products. Gross profits increased by $25.1 million, or 47%, with gross profit margins increasing to 74.7% in 2002 from 73.1% in 2000. The improvement in gross profit margins is primarily attributable to the inclusion of Transcender for a full year, as well as IDRAC for 2001, businesses that have higher gross margins than the other existing units. SG&A expenses increased $12.8 million or 35%, to $49.8 million from $37.0 million. Increased SG&A expenses relate primarily to $12.5 million of operating expenses of businesses acquired in 2001 and late 2000. SG&A expenses as a percentage of revenues decreased to 47% for 2001 compared with 50% for 2000, due primarily to reduced development spending in the LPS Group.

        Depreciation and amortization increased $9.0 million, or 93%, to $18.7 million from $9.7 million, primarily as a result of the amortization of intangible assets and depreciation of purchased equipment related to the acquisitions of Transcender in November 2000 and IDRAC in March 2001, and increased depreciation related to capital expenditures in 2001. In the fourth quarter of 2001, based on the Company's evaluation of the recoverability of its investment in Techex and the decrease in its proportionate share of Techex's net equity, the Company recorded an impairment charge of $0.4 million. The Company had also recorded a charge of $1.5 million in 2000 to reduce the carrying amount of the investment to estimated fair value. Net interest income decreased to $3.5 million from $7.0 million due primarily to lower interest earned, resulting from cash used from the secondary public stock offering to acquire businesses in 2001 and 2000. Additionally, the average interest rate earned on invested funds decreased significantly from 2000 to 2001. The provision for income taxes as a percentage of pre-tax income for the year ended December 31, 2001 approximated 40%, which differed from the statutory rate primarily as a result of state and local income taxes and non-deductible amortization of the excess of the purchase price over net assets acquired. This compares with an effective tax rate of approximately 43% in the prior year.

Segment Review

IP Group

        Revenues increased $11.3 million, or 38%, to $41.5 million in 2001 from $30.2 million in 2000. The increase includes an increase in revenues of $6.1 million associated with the acquisitions of Liquent in December 2001 and IDRAC in March 2001. The strongest areas of revenue growth in 2001 included: revenues from patent file histories at MicroPatent, both as a result of acquisitions and internal growth; patent information subscriptions at MicroPatent; IP management services at MDC; and patent searching at MicroPatent, primarily as a result of businesses acquired in 2001.

        Income from operations increased $4.8 million to $5.9 million in 2001 from $1.1 million in 2000, including an increase of $0.1 million from the acquisitions of Liquent and IDRAC in 2001. Income

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from operations increased at both MicroPatent and MDC, primarily as a result of strong revenue growth. Income from operations also increased as a result of decreased operating expenses in the LPS Group, primarily from reduced salaries and wages, and a decrease in impairment charges related to the Company's investment in Techex. EBITDA, excluding impairment charges, increased $6.5 million, or 70%, to $15.8 million in 2001 from $9.3 million in 2000, including an increase of $2.2 million from the acquisitions of Liquent and IDRAC. IP Group EBITDA margins, excluding impairment charges, approximated 38% in 2001, compared to 31% in 2000. The most significant factors related to the increase in EBITDA margin were contributions from Liquent and IDRAC and decreased spending levels at the LPS Group.

STI

        Revenues increased $3.4 million, or 9%, to $42.4 million in 2001 from $39.0 million in 2000. The increase includes an increase in revenues of $4.7 million related to Parthenon Press, which was acquired in May 2001. The segment also generated strong growth from reference book sales internationally, partially offsetting a decline in reference book sales in the U.S.

        Income from operations decreased $2.9 million, or 49%, to $3.1 million in 2001 from $6.0 million in 2000. The 2001 results included charges of approximately $0.7 million related to the disposal of certain direct marketing materials. Cost of sales in the segment increased as a percentage of revenue, due primarily to the acquisition of Parthenon Press, which has lower gross profit margins than the existing STI business. Operating expenses, expressed as a percentage of revenues, were relatively consistent in 2001 and 2000. Depreciation and amortization increased as a percentage of revenue, primarily as a result of the acquisition of Parthenon Press. EBITDA decreased $1.7 million, or 17%, to $8.5 million in 2001 from $10.2 million in 2000. EBITDA margins approximated 20% in 2001, compared to 26% in 2000.

ITL

        Revenues increased to $21.3 million in 2001 from $4.1 million in 2000. The revenues reflect results from the date of acquisition of Transcender in November 2000. Revenue performance was strong in 2001 based on significant sales of IT certification products related to Microsoft Windows 2000.

        Income from operations increased to $3.8 million in 2001 from $0.8 million in 2000, reflecting full year results in 2001 versus approximately two months in 2000. Strong operating income in 2001 reflects the significant operating leverage in this segment, with increasing revenues having a positive impact on profitability. EBITDA increased to $10.4 million in 2001 from $1.8 million in 2000, with EBITDA margins reaching 49% in 2001.

Liquidity and Capital Resources

        On February 28, 2003, the Company announced it had reached a definitive agreement to sell its STI segment, comprised of CRC Press and its subsidiaries, for cash consideration of approximately $95 million. The transaction is expected to be completed during the second quarter of 2003. Approximately $3 million of the proceeds will be held in escrow related to representations and warranties contained in the asset sale agreement. These proceeds will become available to the Company 12 months after completion of the sale unless the buyers have valid claims resulting from a breach of the representations and warranties. The proceeds from the sale of the STI segment, net of income taxes associated with the transaction, will be used to finance future acquisitions and for general corporate purposes. The Company currently does not have any agreements, arrangements or understandings with respect to any prospective material acquisitions. Pending such uses, the proceeds will be invested in short-term, investment grade securities.

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        In March 2000, the Company sold approximately 4.5 million shares of its common stock and received approximately $155 million of net proceeds. As of December 31, 2002, proceeds of approximately $148 million have been used from this offering to fund acquisitions in the Company's information and publishing businesses (See Note 3 of the Notes to Consolidated Financial Statements). The remaining net proceeds will be used to finance future acquisitions and for general corporate purposes. Pending such uses, the proceeds will be invested in short-term, investment grade securities.

        The Company's Board of Directors authorized a share repurchase program in October 2002, enabling the Company to repurchase up to $30 million of its common stock. Through March 14, 2003, the Company had purchased approximately $5.2 million of its common stock. The Company may use up to $24.8 million of cash and short-term investments in the future to purchase additional shares of its common stock.

        On September 24, 1999, the Company entered into a seven-year revolving credit facility in an amount not to exceed $50,000,000 initially, including a $10,000,000 sub-limit for the issuance of standby letters of credit (the Credit Facility). The Credit Facility was voluntarily terminated by the Company on March 4, 2003. The Company had no outstanding borrowings under the Credit Facility at any time since its inception.

        Cash and equivalents, including short-term investments, totaled $67.0 million at December 31, 2002 compared to $56.4 million at December 31, 2001. Excluding cash, cash equivalents and short-term investments, the Company had a working capital deficit of $(16.5) million at December 31, 2002 compared to working capital deficit of $(6.7) million at December 31, 2001. Since the Company receives patent annuity payments and subscription payments in advance, the Company's existing operations are expected to maintain very low or negative working capital balances, excluding cash. Included in current liabilities at December 31, 2002, are obligations related to patent annuity payments of approximately $26.0 million and deferred revenue of approximately $27.1 million.

        Cash generated from operating activities was $38.6 million for the fiscal year ended December 31, 2002, derived from a net loss of $(13.7) million plus non-cash charges of $43.7 million and a decrease in net operating assets of $8.6 million. The non-cash charges include impairments in the value of long-lived assets of $39.4 million, as described in the discussion of 2002 vs. 2001 operating results, and a reduction in net deferred tax liabilities of $16.3 million, primarily as a result of deferred tax assets associated with the impairment charges. The decrease in net operating assets is primarily the result of increased deferred revenues, both from the acquisition of Aurigin and growth in subscription products, and increased income taxes payable, partially offset by increased accounts receivable, primarily related to patent annuity payments at MDC and reference book sales at CRC Press.

        Cash used in investing activities was $18.4 million for the fiscal year ended December 31, 2002, due to acquisition costs for businesses, titles and equity interests of $14.4 million and capital expenditures, including pre-publication costs and internally developed software of $8.7 million. Excluding acquisitions of businesses, the Company's existing operations are not capital intensive. Capital expenditures for 2002 include approximately $4.5 million of pre-publication expenditures for scientific reference books. Additionally, the Company sold $4.7 million in short-term investments.

        Cash used for financing activities was $4.9 million for the fiscal year ended December 31, 2002, primarily due to $5.2 million of repurchases of common stock under the Company's authorized share repurchase program. The Company has no outstanding debt obligations as of December 31, 2002 related to the Credit Facility and had no borrowing or repayment activity under the Credit Facility during the year. Future noncancelable minimum lease payments under operating leases and under

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capital leases including estimated escalation amounts as of December 31, 2002 are as follows (in thousands):